<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
FORTE COMPUTER EASY, INC.
-------------------------
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
and
PREFERRED STOCK, $.01 PAR VALUE
-------------------------------
(Title of Class of Securities)
205072101
---------
(CUSIP Number for Common Stock)
Glenn E. Morrical, Arter & Hadden, 925 Euclid Avenue, Suite 1100,
Cleveland, Ohio 44115 (216) 696-1100
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 18, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement. (A fee is not
required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE> 2
AMENDMENT NO. 1 TO SCHEDULE 13D
CUSIP NO. (FOR COMMON STOCK): 205072101 PAGE 2
<TABLE>
<S> <C>
- -----------------------------------------------------------------------------------------------------------
| 1 | NAME OF REPORTING PERSON AAP HOLDINGS, INC. |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 34-1835731 |
| | |
|-----|---------------------------------------------------------------------------------------------------|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] |
| | ---- |
| | (b) [ X ] |
| | ---- |
|-----|---------------------------------------------------------------------------------------------------|
| 3 | SEC USE ONLY |
| | |
|-----|---------------------------------------------------------------------------------------------------|
| 4 | SOURCE OF FUNDS* AF |
| | |
|-----|---------------------------------------------------------------------------------------------------|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT |
| | TO ITEMS 2(d) OR 2(e) [ ] |
| | ---- |
| | |
| | |
|-----|---------------------------------------------------------------------------------------------------|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| | |
|-------------------------------|-------|-----------------------------------------------------------------|
| NUMBER OF | 7 | SOLE VOTING POWER 1,000,000 shares of Preferred Stock; |
| | | 75,747,799.5 shares of Common Stock |
| SHARES | | following conversion of Preferred |
| | | Stock |
| | | (See "Explanatory Note".) |
| |-------|-----------------------------------------------------------------|
| BENEFICIALLY | 8 | SHARED VOTING POWER 29,006,499 |
| | | |
| OWNED BY | | |
| |-------|-----------------------------------------------------------------|
| EACH | 9 | SOLE DISPOSITIVE POWER 1,000,000 shares of Preferred Stock; |
| | | 75,747,799.5 shares of Common Stock |
| REPORTING | | following conversion of Preferred |
| | | Stock |
| | | |
| | | (See "Explanatory Note".) |
| PERSON |-------|-----------------------------------------------------------------|
| | 10 | SHARED DISPOSITIVE POWER -0- |
| WITH | | |
| | | |
|-------------------------------|-------|-----------------------------------------------------------------|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 1,000,000 shares of Preferred Stock; |
| | 104,754,298.5 shares of Common Stock |
| | following conversion of Preferred |
| | Stock |
| | (See "Explanatory Note".) |
|-----|---------------------------------------------------------------------------------------------------|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN |
| | SHARES* [ ] |
| | ---- |
|-----|---------------------------------------------------------------------------------------------------|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 100% of Preferred Stock; 60% of Common|
| | Stock following conversion of |
| | Preferred Stock |
| | (See "Explanatory Note".) |
|-----|---------------------------------------------------------------------------------------------------|
| 14 | TYPE OF REPORTING PERSON* CO |
| | |
- -----------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 3
AMENDMENT NO. 1 TO SCHEDULE 13D
CUSIP NO. (FOR COMMON STOCK): 205072101
FORTE COMPUTER EASY, INC.
EXPLANATORY NOTE
- ----------------
This Amendment No. 1 to Schedule 13D is being filed because on December 18,
1996 (the "Closing Date"), AAP HOLDINGS, INC., a Delaware corporation ("AAPH"),
consummated the transactions contemplated by an Agreement and Plan of
Reorganization dated October 25, 1996 (the "Agreement") with FORTE COMPUTER
EASY, INC., a Utah corporation ("FCEI"). Prior to such closing, AAPH was the
owner of 100% of the one hundred (100) issued and outstanding capital shares of
AMERICAN ARCHITECTURAL PRODUCTS, INC., a Delaware corporation ("AAP"). Pursuant
to the Agreement, AAPH transferred ownership of 100% of AAP to FCEI in exchange
for 1,000,000 shares of FCEI's $.01 par value preferred stock designated as
"Series A Convertible Preferred Stock" (the "Series A Preferred"). It is the
intended purpose of the transactions contemplated by the Agreement that AAPH
will acquire a sixty percent (60%) interest (on a fully-diluted, pro forma
basis) in the outstanding securities of FCEI. The Series A Preferred are,
therefore, convertible into 75,747,799.5 shares of the FCEI common stock, $.01
par value (i.e., sixty percent (60%) of the issued and outstanding shares of
common stock of FCEI on the Closing Date). The Series A Preferred is voting
preferred stock and AAPH has the right to vote together with the holders of
FCEI common stock as a single class on all matters submitted to a vote of the
stockholders of FCEI, with each share of Series A Preferred having the same
number of votes as the number of shares of FCEI common stock into which such
shares of Series A Preferred would be convertible if converted in full on the
record date for such stockholder vote.
Also, pursuant to the Agreement:
a. FCEI delivered to AAPH an irrevocable proxy (the "Amedia Proxy") from
Frank J. Amedia (who was the majority stockholder of FCEI immediately
prior to the Closing Date) ("Amedia"). The Amedia Proxy:
i. grants AAPH the proxy to vote all shares of FCEI common stock held by
Mr. Amedia (29,006,499 such shares of September 30, 1996) in favor of:
A. A reincorporation of FCEI in Delaware pursuant to a change of
domicile merger (the "Reincorporation"), in which the following
terms, among others, would apply:
1. The surviving corporation would be a Delaware corporation;
2. The Certificate of Incorporation and Bylaws of the new
Delaware corporation would be the Certificate of
Incorporation and Bylaws of the surviving corporation;
3. The directors and officers of FCEI would be the directors
and officers of the surviving corporation;
4. The authorized capital of the surviving corporation would
consist of 50 million common shares and 20 million preferred
shares, with the preferred shares issuable in series as
designated by the board of directors;
5. Each outstanding share of common stock of FCEI would be
converted into one-tenth (1/10th) of a share of common stock
of the surviving corporation;
6. Each outstanding share of Series A Preferred should be
converted into one-tenth (1/10th) of a share of common stock
of the surviving corporation; and
7. The name of the surviving corporation would be "American
Architectural Products Corporation."
B. Any matters submitted to the stockholders of FCEI relating to the
repayment of amounts owing by AAPH to MascoTech, Inc. under
certain Promissory Notes dated August 29, 1996 in the original
aggregate principal amount of $8,000,000 (the "MascoTech
Promissory Notes") in accordance with the terms of the Mascotech
Promissory Notes as in effect on the date of the Agreement (the
"MascoTech Matter");
C. As determined by AAPH in its sole discretion, as to any matters
submitted to a vote of the stockholders of FCEI as to which the
shares of Series A Preferred are not permitted to vote in
accordance with their terms but would have been permitted to
vote had such shares of Series A Preferred been converted into
FCEI common stock in accordance with their terms prior to the
record date for such vote; and
ii. expires on December 31, 1997.
Page 3
<PAGE> 4
AMENDMENT NO. 1 TO SCHEDULE 13D
CUSIP NO. (FOR COMMON STOCK): 205072101
The granting of the Amedia Proxy may cause AAPH and Amedia to constitute
a "group" within the meaning of Rule 13d-5(b)(1). For information
regarding Amedia and his beneficial ownership of FCEI stock, see FCEI's
Form 10SB/A filed November 22, 1996.
b. AAPH agreed that it will vote all shares of Series A Preferred, and any
shares of FCEI common stock and proxies held by AAPH, in favor of the
Reincorporation.
c. FCEI issued to AAPH options (the "AAPH Options") to purchase up to
8,798,322 shares of FCEI common stock (i.e., 1.5 times the number of shares
of FCEI common stock subject to options previously issued by FCEI which
were outstanding on the Closing Date) (the "Prior Options"). The AAPH
Options are identical in price and exercise term to the Prior Options and
are exercisable only to the extent that the Prior Options which are the
equivalents of the AAPH Options are actually exercised.
d. Immediately after Closing, FCEI held a special meeting of its directors
for certain purposes, including, but not limited to, the following:
i. Accepting the resignations of all officers and directors of FCEI
(except Amedia, Charles E. Trebilcock and John Masternick); and
ii. Expanding the board from six to eight members and appointing five new
members of the board of directors and two new officers of FCEI,
resulting in a change in the majority of the board of directors of
FCEI.
ITEM 1. SECURITY AND ISSUER
- ------- -------------------
This statement relates to (i) the $.01 par value common stock, 50,000,000 shares
authorized, of FCEI, and (ii) the $.01 par value preferred stock, 20,000,000
shares authorized, of FCEI designated as "Series A Convertible Preferred Stock"
(the "Series A Preferred").
FCEI's principal executive offices are located at 1350 Albert Street,
Youngstown, Ohio 44505.
ITEM 2. IDENTITY AND BACKGROUND
- ------- -----------------------
This statement is filed on behalf of AAPH. AAPH's principal business is the
ownership of shares in AAP. AAP primarily designs, manufactures, and sells
windows and doors in the fenestration industry.
Addresses of Principal Business
- -------------------------------
AAP HOLDINGS, INC.
100 S. Broadway Avenue
Salem, Ohio 44460
AMERICAN ARCHITECTURAL PRODUCTS, INC.
100 S. Broadway Avenue
Salem, Ohio 44460
Directors and Executive Officers of Reporting Company
- -----------------------------------------------------
<TABLE>
<CAPTION>
Name, AAPH Position, and Address Principal Occupation Citizenship
- -------------------------------- -------------------- -----------
<S> <C> <C>
George S. Hofmeister, Chairman of the Board, Chief American Commercial Industries, Inc., Chairman of the U.S.A.
Executive Officer and Director Board, Chief Executive Officer and Director
100 S. Broadway 850 Stephenson Highway
Salem, Ohio 44460 Troy, Michigan 48083
</TABLE>
Page 4
<PAGE> 5
AMENDMENT NO. 1 TO SCHEDULE 13D
CUSIP NO. (FOR COMMON STOCK): 205072101
<TABLE>
<S> <C> <C>
James K. Warren, Vice President--Corporate Planning and American Commercial Industries, Inc., Vice U.S.A
Secretary President--Corporate Planning and Secretary
100 S. Broadway 850 Stephenson Highway
Salem, Ohio 44460 Troy, Michigan 48083
Joseph L. Dominijanni, Vice President--Finance American Commercial Holdings, Inc., Vice U.S.A.
100 S. Broadway President--Finance
Salem, Ohio 44460 850 Stephenson Highway
Troy, Michigan 48083
</TABLE>
Neither AAPH nor any of the foregoing directors and executive officers listed
above, during the last five years, (i) have been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), or (ii) were
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to federal or state securities laws or finding any
violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
- ------- -------------------------------------------------
Pursuant to the Agreement, AAPH transferred ownership of 100% of the one hundred
(100) issued and outstanding capital shares of AAP to FCEI in exchange for
1,000,000 shares of FCEI's $.01 par value preferred stock. See "Explanatory
Note," above, for description of transaction and other consideration.
ITEM 4. PURPOSE OF TRANSACTION
- ------- ----------------------
AAPH acquired a 60% interest in FCEI in connection with the combination of the
businesses of AAPH and FECI. AAPH's business reasons for the business
combination include, but are not limited to, increasing market share and
securing working capital. AAPH plans to hold FCEI's stock for investment
purposes and does not plan to dispose of or to increase its intended 60%
ownership interest in FCEI. Except as otherwise described in "Explanatory Note,"
above, AAPH has no present plan to merge with FCEI, or enter into any
reorganization or liquidation involving FCEI or any of its subsidiaries.
AAPH has no present plans or proposals to sell or transfer a material amount of
assets of FCEI or any of its subsidiaries. As described in "Explanatory Note,"
above, AAPH does plan to increase the number of board members of FCEI from six
to eight, the result of which will be a change in the majority of the board of
directors of FCEI. Except as otherwise described in "Explanatory Note," above,
AAPH does not plan or propose any material change in the present capitalization
or dividend policy of FCEI, or any other material change in FCEI's business or
corporate structure. Except for the impact of the transactions described in this
Schedule 13D (specifically, see"Explanatory Note," above), AAPH does not plan or
propose a change in FCEI's charter, bylaws or instruments corresponding thereto
or other actions which may impede the acquisition of control of FCEI by any
person, or cause a class of securities of FCEI to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association, or plan or
propose a class of equity securities of FCEI becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Exchange Act, or any action
similar to any of those previously enumerated above.
AAPH reserves the right to determine in the future to change the purpose or
purposes described above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
- ------- ------------------------------------
See "Explanatory Note," above:
a. AAPH acquired a 100% investment interest in the Series A Preferred (none
of which were previously issued and outstanding), and FCEI acquired a
100% investment interest in the outstanding shares of common stock of
AAP (100 of which were previously issued and outstanding). It is the
intent of the transactions contemplated by the Agreement that AAPH
acquired a sixty percent (60%) interest (on a fully-diluted, pro forma
basis) in the outstanding securities of FCEI as of the Closing Date.
b. AAPH acquired the Amedia Proxy which grants AAPH the proxy to vote all
shares of FCEI common stock held by Mr. Amedia in favor of (i) the
Reincorporation, (ii) any matters submitted to the stockholders of
FCEI relating to the MascoTech Matter and (iii) as determined by AAPH in
its sole discretion, as to any matters submitted to a vote of the
stockholders of FCEI as to which the shares of Series A Preferred are not
permitted to vote in accordance with their terms but would have been
permitted to vote had such shares of Series A Preferred been converted
into FCEI common stock in accordance with their terms prior to the record
date for such vote.
Page 5
<PAGE> 6
AMENDMENT NO. 1 TO SCHEDULE 13D
CUSIP NO. (FOR COMMON STOCK): 205072101
c.
FCEI issued to AAPH the AAPH Options to purchase up 8,798,322 shares of
FCEI common stock (i.e., 1.5 times the number of shares of FCEI common
stock subject to options previously issued by FCEI which are outstanding
on the Closing Date) (the "Prior Options").
Subject to the terms of the Amedia Proxy and AAPH's intended obligation to vote
all shares of Series A Preferred, and any shares of FCEI common stock and
proxies held by AAPH, in favor of the Reincorporation, AAPH has the sole power
to vote or to direct the vote or to dispose or to direct the disposition of
75,747,799.5 shares of FCEI common stock (i.e., its intended 60% interest in
FCEI).
No other person named in Item 2 of this Schedule 13D beneficially owns any
security in FCEI, nor have they effected any transaction in FCEI's stock during
the past sixty days.
AAPH expressly disclaims any ownership, beneficially or otherwise, of any
securities of FCEI owned by Amedia. The filing of this Schedule 13D shall not
be construed as an admission that AAPH is, for purposes of Section 13(d) or
13(g) of the Exchange Act, the beneficial owner of any securities of FCEI owned
by Amedia.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
- ------ ------------------------------------------------------------------------
SECURITIES OF THE ISSUER
- ------------------------
See "Explanatory Note," above, for a description of the contracts, arrangements,
understandings and relationships described in this Schedule 13D.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
- ------- --------------------------------
* Exhibit 1 Agreement and Plan of Reorganization dated as of October 25,
1996, with exhibits
** Exhibit 2 Proxy granted to AAPH by Amedia dated December 18, 1996
** Exhibit 3 Stock Option Agreement regarding 6,393,660 shares of FCEI common
stock dated December 18, 1996, with exhibit
** Exhibit 4 Stock Option Agreement regarding 682,887 shares of FCEI common
stock dated December 18, 1996, with exhibit
** Exhibit 5 Stock Option Agreement regarding 1,500,000 shares of FCEI common
stock dated December 18, 1996, with exhibit
** Exhibit 6 Stock Option Agreement regarding 221,775 shares of FCEI common
stock dated December 18, 1996
- --------------------
* Previously filed
** Filed herewith
SIGNATURE
- ---------
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: December 23, 1996 Signature:
AAP HOLDINGS, INC.
By: /s/ Joseph Dominijanni
----------------------------------
Joseph Dominijanni
Title: Vice President-Finance
Page 6
<PAGE> 1
Exhibit 2
IRREVOCABLE PROXY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That Frank J. Amedia, an individual residing at 496 South
Briarcliff, Canfield, Ohio ("Amedia"), hereby appoints AAP Holdings, Inc., a
Delaware corporation ("AAPH"), his true and lawful attorney-in-fact and proxy,
for Amedia and in his name, place and stead, to vote all of the common stock,
$0.01 per share par value (the "Common Stock"), of Forte Computer Easy, Inc., a
Utah corporation ("FCEI"), now or hereafter standing in Amedia's name, at any
regular or special meeting of shareholders of FCEI held on or prior to December
31, 1997, (i) in favor of the change of domicile merger described as the
"Reincorporation" in that certain Agreement and Plan of Reorganization dated
October 25, 1996 (the "Reorganization Agreement") between AAPH and FCEI, (ii) in
favor of any matters submitted to a vote of the shareholders of FCEI relating to
the repayment of amounts owing to MascoTech, Inc. under those certain Promissory
Notes dated August 29, 1996 in the original aggregate principal amount of
$8,000,000 in accordance with the terms of such Promissory Notes as in effect on
the date of the Reorganization Agreement and (iii) as determined by AAPH in its
sole discretion as to any matters submitted to a vote of the shareholders of
FCEI as to which the shares of Series A Preferred (as defined in the
Reorganization Agreement) are not permitted to vote in accordance with their
terms but would have been permitted to vote had such shares of Series A
Preferred been converted into Common Stock in accordance with their terms prior
to the record date for such vote. This proxy applies only to the specific
matters set forth above and does not in any way restrict the ability of Amedia
to sell, transfer, pledge, hypothecate or otherwise dispose of all or any of the
shares of Common Stock held by him from time to time; provided that any such
transferee shall take such shares subject to, and shall be bound by, the terms
of this instrument. The undersigned hereby acknowledges that this proxy is
coupled with an interest and is irrevocable prior to December 31, 1997.
IN WITNESS WHEREOF, the undersigned has duly executed this
instrument on this 18th day of December, 1996.
/s/ Frank J. Amedia
----------------------------
Frank J. Amedia
<PAGE> 1
Exhibit 3
STOCK OPTION AGREEMENT
BY THIS STOCK OPTION AGREEMENT ("Agreement") made and entered into this
18th day of December, 1996 ("Grant Date"), FORTE COMPUTER EASY, INC., a Utah
corporation (the "Company"), and AAP HOLDINGS, INC., a Delaware corporation (the
"Optionee"), hereby state, confirm, represent, warrant and agree as follows:
I
RECITALS
--------
1.1 Pursuant to Section 1.1 of that certain Agreement and Plan of
Reorganization dated October 25, 1996 (the "Agreement") between the Company and
the Optionee, the Company has agreed to issue to the Optionee options to acquire
1.5 times the number of shares of the $0.01 par value common stock (the "Common
Stock") of the Company subject to outstanding options immediately prior to the
closing of the transactions contemplated by the Agreement.
1.2 By this Agreement, the Company and the Optionee desire to establish
the terms upon which the Company is willing to grant to the Optionee, and upon
which the Optionee is willing to accept from the Company, such option.
II
AGREEMENTS
----------
2.1 GRANT OF STOCK OPTION. Subject to the terms and conditions
hereinafter set forth and to the terms and conditions applicable to the Prior
Option (as defined in Section 2.5 hereof) from time to time, the Company grants
to the Optionee the right and option (the "Option") to purchase from the Company
all or any part of an aggregate number of SIX MILLION THREE HUNDRED NINETY-THREE
THOUSAND SIX HUNDRED SIXTY (6,393,660) shares of Common Stock, authorized but
unissued or, at the option of the Company, treasury stock if available (the
"Optioned Shares").
2.2 EXERCISE OF OPTION. Subject to the terms and conditions of this
Agreement and those of the other documents and agreements referred to herein,
the Option may be exercised only upon written notice to the Company which sets
forth the number of Optioned Shares as to which the Option is being exercise and
the exercise price thereof.
2.3 PURCHASE PRICE. The price to be paid for the Optioned Shares (the
"Purchase Price") shall be $0.375 per share, subject to adjustment from time to
time as set forth herein.
2.4 PAYMENT OF PURCHASE PRICE. Payment of the Purchase Price may be
made as follows:
<PAGE> 2
(a) In United States dollars in cash or by check, bank draft
or money order payable to the Company; or
(b) At the discretion of the Board of Directors of the
Company, through the delivery of shares of Common Stock with an
aggregate fair market value at the date of such delivery, equal to the
Purchase Price; or
(c) By a combination of both (a) and (b) above.
The Board of Directors of the Company shall determine acceptable methods for
tendering Common Stock as payment upon exercise of an Option and may impose such
limitations and conditions on the use of Common Stock to exercise an Option as
it deems appropriate.
2.5 EXERCISABILITY OF OPTION. Notwithstanding any provisions to the
contrary set forth herein, the Option shall be subject in all respects to the
terms and conditions applicable to the option previously granted by the Company
to Frank J. Amedia to purchase 4,262,440 shares of Common Stock (the "Prior
Option"), including without limitation exercise price, conditions of exercise,
forfeiture, restrictions on transferability of Common Stock received upon
exercise, and terms of expiration. A copy of the agreement between the Company
and the holder of the Prior Option, which sets forth the material terms of the
Prior Option as of the date hereof, is attached hereto as EXHIBIT A. Without
limiting the generality of the foregoing, the terms and conditions of the Option
shall be deemed to be modified to reflect and correspond to any modifications,
alterations or amendments (whether by agreement, operation of law or otherwise)
in the terms and conditions of the Prior Option from time to time. The Option
shall be exercisable, in whole or in part, only to the extent that the Prior
Option is actually exercised, and shares of Common Stock shall be issued in
respect of the exercise of the Option only to the extent that shares of Common
Stock are issued in respect of the exercise of the Prior Option. If the Prior
Option is terminated or expires in whole or in part for any reason at any time,
the Option shall be deemed to be terminated, in whole or in part, to a like
extent. The Company shall provide the Optionee with prompt written notice of any
exercise of the Prior Option and of any modifications, alterations or amendments
of the Prior Option pursuant to any agreement or document to which the Company
is a party.
2.6 TERMINATION OF OPTION. Except as otherwise provided herein, the
Option, to the extent not heretofore exercised, shall terminate upon termination
for any reason of the Prior Option.
2.7 ADJUSTMENTS. In the event of any stock split, reverse stock split,
stock dividend, combination or reclassification of shares of Common Stock or any
other increase or decrease in the number of issued shares of Common Stock
effected without receipt of consideration by the Company, the number and kind of
Optioned Shares (including any Option outstanding after termination of
employment or death) and the Purchase Price per share shall be proportionately
and appropriately adjusted without any change in
2
<PAGE> 3
the aggregate Purchase Price to be paid therefor upon exercise of the Option,
but only to the extent that any such adjustment is made in respect of the Prior
Option. The determination by the Board of Directors of the Company as to the
terms of any of the foregoing adjustments shall be conclusive and binding.
2.8 LIQUIDATION, SALE OF ASSETS OR MERGER. In the event of a proposed
dissolution or liquidation of the Company, a proposed sale of all or
substantially all of the assets of the Company, or the merger of the Company
with or into another corporation, the option shall in all respects receive the
same treatment as the Prior Option in connection with such transaction as the
Prior Option.
2.9 NOTICES. Any notice to be given under the terms of the Agreement
("Notice") shall be addressed to the Company in care of its Secretary at Forte
Computer Easy, Inc., 1350 Albert Street, Youngstown, Ohio 44505, or at its then
current corporate headquarters, and to the Optionee in care of its Secretary at
100 South Broadway Avenue, Salem, Ohio 44460, or at its then current corporate
headquarters. Notice shall be deemed duly given when enclosed in a properly
sealed envelope and deposited by certified mail, return receipt requested, in a
post office or branch post office regularly maintained by the United States
Government.
2.10 TRANSFERABILITY OF OPTION. The Option shall not be transferable by
the Optionee (except to any parent, subsidiary or affiliate of the Optionee).
2.11 OPTIONEE NOT A SHAREHOLDER. The Optionee shall not be deemed for
any purposes to be a shareholder of the Company with respect to any of the
Optioned Shares except to the extent that the Option herein granted shall have
been exercised with respect thereto and one or more stock certificates issued
therefor.
2.12 DISPUTES OR DISAGREEMENTS. As a condition of the granting of the
Option herein granted, the Optionee agrees, for himself and his personal
representatives, that any disputes or disagreement which may arise under or as a
result of or pursuant to this Agreement shall be determined by the Board of
Directors of the Company in its sole discretion, and that any interpretation by
the Board of Directors of the terms of this Agreement shall be final, binding
and conclusive.
2.13 MODIFICATION OF AGREEMENT. This Agreement shall not be modified or
amended except pursuant to a written document signed by both parties hereto;
provided, however, that this Agreement shall be deemed to be amended, without
notice to or by any party or any other action on the party of any party hereto,
to reflect any modification, alteration or amendment of the terms or conditions
of the Prior Option, as set forth herein.
[signature page follows]
3
<PAGE> 4
IN WITNESS WHEREOF, each of the Company and the Optionee has caused
this instrument to be executed by its duly authorized officer as of the date set
forth above.
FORTE COMPUTER EASY, INC.,
a Utah corporation
By /s/ Frank J. Amedia
------------------------------------
Frank J. Amedia, President
"COMPANY"
AAP HOLDINGS, INC.,
a Delaware corporation
By /s/ George Hofmeister
-----------------------------------
George Hofmeister, Chairman
of the Board
"OPTIONEE"
4
<PAGE> 5
Exhibit A
STOCK OPTION AGREEMENT
BY THIS STOCK OPTION AGREEMENT ("Agreement") made and entered into this
18th day of December, 1996 ("Grant Date"), FORTE COMPUTER EASY, INC., a Utah
corporation (the "Company"), and Frank J. Amedia (the "Optionee"), a former
shareholder of Forte, Inc., hereby state, confirm, represent, warrant and agree
as follows:
I
RECITALS
--------
1.1 The Company and the Optionee previously entered into a verbal
agreement regarding the grant by the Company to the Optionee, and the acceptance
by the Optionee from the Company, of an option to purchase 4,262,440 shares of
the $0.01 par value common stock of the Company ("Common Stock").
1.2 The Company and the Optionee desire to enter into this Agreement
for the purpose of memorializing the terms of the grant of such option.
II
AGREEMENTS
----------
2.1 GRANT OF NON-STATUTORY STOCK OPTION. Subject to the terms and
conditions hereinafter set forth, the Company granted to the Optionee the right
and option (the "Option") to purchase from the Company all or any part of an
aggregate number of FOUR MILLION TWO HUNDRED SIXTY-TWO THOUSAND FOUR-HUNDRED
FORTY (4,262,440) shares of Common Stock, authorized but unissued or, at the
option of the Company, treasury stock if available (the "Optioned Shares").
2.2 EXERCISE OF OPTION. Subject to the terms and conditions of this
Agreement, the Option may be exercised only by completing and signing a written
notice in substantially the following form:
I hereby exercise the Option granted to me by Forte Computer
Easy, Inc. and elect to purchase _______________ shares of
Common Stock of Forte Computer Easy, Inc. for the purchase
price to be determined under Paragraph 2.3 of this Stock
Option Agreement.
2.3 PURCHASE PRICE. The price to be paid for the Optioned Shares (the
"Purchase Price") shall be $0.375 per share.
2.4 PAYMENT OF PURCHASE PRICE. Payment of the Purchase Price may be
made as follows:
(a) In United States dollars in cash or by check, bank draft or
money order payable to the Company; or
<PAGE> 6
(b) At the discretion of the Board, through the delivery of
shares of Common Stock with an aggregate fair market value at the date
of such delivery, equal to the Purchase Price; or
(c) By a combination of both (a) and (b) above; or
(d) Pursuant to financial assistance which may be provided by
the Company upon Board approval.
The Board shall determine acceptable methods for tendering Common Stock as
payment upon exercise of an Option and may impose such limitations and
conditions on the use of Common Stock to exercise an Option as it deems
appropriate. At the election of the Optionee, and subject to the acceptance of
such election by the Board, to satisfy the Company's withholding obligations, it
may retain such number of shares of Common Stock subject to the exercised Option
which have an aggregate fair market value on the date of exercise equal to the
Company's aggregate federal, state, local and foreign tax withholding and FICA
and FUTA obligations with respect to the exercise of the Option by the Optionee.
2.5 EXERCISABILITY OF OPTION. Subject to the provisions of Paragraph
2.6, and except as otherwise provided in Paragraph 2.8, the Option may be
exercised by the Optionee while in the employ of Company which shall include any
parent ("Parent") or subsidiary ("Subsidiary") corporation of the Company as
defined in Sections 424(e) and (f), respectively, of the Internal Revenue Code
of 1986, as amended ("Code"), in whole or in part from time to time. An Option
may not be exercised for a fraction of a share.
2.6 TERMINATION OF OPTION. Except as otherwise provided herein, the
Option, to the extent not heretofore exercised, shall terminate upon the first
to occur of the following dates:
(a) June 8, 1998;
(b) The date on which the Optionee's employment by the Company
is terminated, except if such termination is voluntary or due to
retirement, death or disability within the meaning of Section 22(e)(3)
of the Code;
(c) Thirty (30) days after voluntary termination or
termination due to retirement;
(d) Three (3) months after termination due to disability
within the meaning of Section 22(e)(3) of the Code; or
(e) One (1) year after the Optionee's death (or such other
period of time as determined by the Board).
2.7 ADJUSTMENTS. In the event of any stock split, reverse stock split,
stock dividend, combination or reclassification of shares of Common Stock or any
other increase or decrease in the
2
<PAGE> 7
number of issued shares of Common Stock effected without receipt of
consideration by the Company, the number and kind of Optioned Shares (including
any Option outstanding after termination of employment or death) and the
Purchase Price per share shall be proportionately and appropriately adjusted
without any change in the aggregate Purchase Price to be paid therefor upon
exercise of the Option. The determination by the Board as to the terms of any of
the foregoing adjustments shall be conclusive and binding.
2.8 LIQUIDATION, SALE OF ASSETS OR MERGER. In the event of a proposed
dissolution or liquidation of the Company, the Option will terminate immediately
prior to the consummation of such proposed action, unless otherwise provided by
the Board. In the event of a proposed sale of all or substantially all of the
assets of the Company, or the merger of the Company with or into another
corporation, the option shall be assumed or an equivalent option shall be
substituted by such successor corporation, unless the Board determines that the
Optionee shall have the right to exercise the Option as to all of the Common
Stock subject to the Option, including shares as to which the Option would not
otherwise be exercisable. If the Board makes an Option fully exercisable, the
Board shall notify the Optionee that the Option shall be fully exercisable for a
period of thirty (30) days from the date of such notice (but not later than the
expiration of the Option term under Paragraph 2.6, above), and the Option will
terminate upon the expiration of such period.
2.9 NOTICES. Any notice to be given under the terms of the Agreement
("Notice") shall be addressed to the Company in care of its Secretary at Forte
Computer Easy, Inc., 1350 Albert Street, Youngstown, Ohio 44505, or at its then
current corporate headquarters. Notice to be given to the Optionee shall be
addressed to him or her at his or her then current residential address as
appearing on the Company's records. Notice shall be deemed duly given when
enclosed in a properly sealed envelope and deposited by certified mail, return
receipt requested, in a post office or branch post office regularly maintained
by the United States Government.
2.10 TRANSFERABILITY OF OPTION. The Option shall not be transferable by
the Optionee otherwise than by the will or the laws of descent and distribution,
and may be exercised during the life of the Optionee only by the Optionee.
2.11 OPTIONEE NOT A SHAREHOLDER. The Optionee shall not be deemed for
any purposes to be a shareholder of the Company with respect to any of the
Optioned Shares except to the extent that the Option herein granted shall have
been exercised with respect thereto and one or more stock certificates issued
therefor.
2.12 NOT A CONTRACT OF EMPLOYMENT. Nothing contained in this Agreement
shall be deemed to confer upon any individual to whom an Option may be granted
hereunder any right to remain in the employ or service of the Company or a
parent or subsidiary corporation of the Company.
3
<PAGE> 8
2.13 DISPUTES OR DISAGREEMENTS. As a condition of the granting of the
Option herein granted, the Optionee agrees, for himself and his personal
representatives, that any disputes or disagreement which may arise under or as a
result of or pursuant to this Agreement shall be determined by the Board in its
sole discretion, and that any interpretation by the Board of the terms of this
Agreement shall be final, binding and conclusive.
IN WITNESS WHEREOF, the Company has caused this instrument to be
executed by its duly authorized officer, and the Optionee has hereunto affixed
his or her signature.
FORTE COMPUTER EASY, INC.,
a Utah corporation
By /s/ Frank J. Amedia
------------------------------------
Title President
-------------------------------------
"COMPANY"
/s/ Frank J. Amedia
-----------------------------------
Frank J. Amedia
"OPTIONEE"
4
<PAGE> 1
Exhibit 4
STOCK OPTION AGREEMENT
BY THIS STOCK OPTION AGREEMENT ("Agreement") made and entered into this
18th day of December, 1996 ("Grant Date"), FORTE COMPUTER EASY, INC., a Utah
corporation (the "Company"), and AAP HOLDINGS, INC., a Delaware corporation (the
"Optionee"), hereby state, confirm, represent, warrant and agree as follows:
I
RECITALS
--------
1.1 Pursuant to Section 1.1 of that certain Agreement and Plan of
Reorganization dated October 25, 1996 (the "Agreement") between the Company and
the Optionee, the Company has agreed to issue to the Optionee options to acquire
1.5 times the number of shares of the $0.01 par value common stock (the "Common
Stock") of the Company subject to outstanding options immediately prior to the
closing of the transactions contemplated by the Agreement.
1.2 By this Agreement, the Company and the Optionee desire to establish
the terms upon which the Company is willing to grant to the Optionee, and upon
which the Optionee is willing to accept from the Company, such option.
II
AGREEMENTS
----------
2.1 GRANT OF STOCK OPTION. Subject to the terms and conditions
hereinafter set forth and to the terms and conditions applicable to the Prior
Option (as defined in Section 2.5 hereof) from time to time, the Company grants
to the Optionee the right and option (the "Option") to purchase from the Company
all or any part of an aggregate number of SIX HUNDRED EIGHTY-TWO THOUSAND EIGHT
HUNDRED EIGHTY-SEVEN (682,887) shares of Common Stock, authorized but unissued
or, at the option of the Company, treasury stock if available (the "Optioned
Shares").
2.2 EXERCISE OF OPTION. Subject to the terms and conditions of this
Agreement and those of the other documents and agreements referred to herein,
the Option may be exercised only upon written notice to the Company which sets
forth the number of Optioned Shares as to which the Option is being exercise and
the exercise price thereof.
2.3 PURCHASE PRICE. The price to be paid for the Optioned Shares (the
"Purchase Price") shall be $0.375 per share, subject to adjustment from time to
time as set forth herein.
2.4 PAYMENT OF PURCHASE PRICE. Payment of the Purchase Price may be
made as follows:
<PAGE> 2
(a) In United States dollars in cash or by check, bank draft
or money order payable to the Company; or
(b) At the discretion of the Board of Directors of the
Company, through the delivery of shares of Common Stock with an
aggregate fair market value at the date of such delivery, equal to the
Purchase Price; or
(c) By a combination of both (a) and (b) above.
The Board of Directors of the Company shall determine acceptable methods for
tendering Common Stock as payment upon exercise of an Option and may impose such
limitations and conditions on the use of Common Stock to exercise an Option as
it deems appropriate.
2.5 EXERCISABILITY OF OPTION. Notwithstanding any provisions to the
contrary set forth herein, the Option shall be subject in all respects to the
terms and conditions applicable to the option previously granted by the Company
to John Masternick to purchase 455,258 shares of Common Stock (the "Prior
Option"), including without limitation exercise price, conditions of exercise,
forfeiture, restrictions on transferability of Common Stock received upon
exercise, and terms of expiration. A copy of the agreement between the Company
and the holder of the Prior Option, which sets forth the material terms of the
Prior Option as of the date hereof, is attached hereto as EXHIBIT A. Without
limiting the generality of the foregoing, the terms and conditions of the Option
shall be deemed to be modified to reflect and correspond to any modifications,
alterations or amendments (whether by agreement, operation of law or otherwise)
in the terms and conditions of the Prior Option from time to time. The Option
shall be exercisable, in whole or in part, only to the extent that the Prior
Option is actually exercised, and shares of Common Stock shall be issued in
respect of the exercise of the Option only to the extent that shares of Common
Stock are issued in respect of the exercise of the Prior Option. If the Prior
Option is terminated or expires in whole or in part for any reason at any time,
the Option shall be deemed to be terminated, in whole or in part, to a like
extent. The Company shall provide the Optionee with prompt written notice of any
exercise of the Prior Option and of any modifications, alterations or amendments
of the Prior Option pursuant to any agreement or document to which the Company
is a party.
2.6 TERMINATION OF OPTION. Except as otherwise provided herein, the
Option, to the extent not heretofore exercised, shall terminate upon termination
for any reason of the Prior Option.
2.7 ADJUSTMENTS. In the event of any stock split, reverse stock split,
stock dividend, combination or reclassification of shares of Common Stock or any
other increase or decrease in the number of issued shares of Common Stock
effected without receipt of consideration by the Company, the number and kind of
Optioned Shares (including any Option outstanding after termination of
employment or death) and the Purchase Price per share shall be proportionately
and appropriately adjusted without any change in
2
<PAGE> 3
the aggregate Purchase Price to be paid therefor upon exercise of the Option,
but only to the extent that any such adjustment is made in respect of the Prior
Option. The determination by the Board of Directors of the Company as to the
terms of any of the foregoing adjustments shall be conclusive and binding.
2.8 LIQUIDATION, SALE OF ASSETS OR MERGER. In the event of a proposed
dissolution or liquidation of the Company, a proposed sale of all or
substantially all of the assets of the Company, or the merger of the Company
with or into another corporation, the option shall in all respects receive the
same treatment as the Prior Option in connection with such transaction as the
Prior Option.
2.9 NOTICES. Any notice to be given under the terms of the Agreement
("Notice") shall be addressed to the Company in care of its Secretary at Forte
Computer Easy, Inc., 1350 Albert Street, Youngstown, Ohio 44505, or at its then
current corporate headquarters, and to the Optionee in care of its Secretary at
100 South Broadway Avenue, Salem, Ohio 44460, or at its then current corporate
headquarters. Notice shall be deemed duly given when enclosed in a properly
sealed envelope and deposited by certified mail, return receipt requested, in a
post office or branch post office regularly maintained by the United States
Government.
2.10 TRANSFERABILITY OF OPTION. The Option shall not be transferable by
the Optionee (except to any parent, subsidiary or affiliate of the Optionee).
2.11 OPTIONEE NOT A SHAREHOLDER. The Optionee shall not be deemed for
any purposes to be a shareholder of the Company with respect to any of the
Optioned Shares except to the extent that the Option herein granted shall have
been exercised with respect thereto and one or more stock certificates issued
therefor.
2.12 DISPUTES OR DISAGREEMENTS. As a condition of the granting of the
Option herein granted, the Optionee agrees, for himself and his personal
representatives, that any disputes or disagreement which may arise under or as a
result of or pursuant to this Agreement shall be determined by the Board of
Directors of the Company in its sole discretion, and that any interpretation by
the Board of Directors of the terms of this Agreement shall be final, binding
and conclusive.
2.13 MODIFICATION OF AGREEMENT. This Agreement shall not be modified or
amended except pursuant to a written document signed by both parties hereto;
PROVIDED, HOWEVER, that this Agreement shall be deemed to be amended, without
notice to or by any party or any other action on the party of any party hereto,
to reflect any modification, alteration or amendment of the terms or conditions
of the Prior Option, as set forth herein.
[signature page follows]
3
<PAGE> 4
IN WITNESS WHEREOF, each of the Company and the Optionee has caused
this instrument to be executed by its duly authorized officer as of the date set
forth above.
FORTE COMPUTER EASY, INC.,
a Utah corporation
By /S/ FRANK J. AMEDIA
---------------------------------------
Frank J. Amedia, President
"COMPANY"
AAP HOLDINGS, INC.,
a Delaware corporation
By /S/ GEORGE HOFMEISTER
---------------------------------------
George Hofmeister, Chairman
of the Board
"OPTIONEE"
4
<PAGE> 5
Exhibit A
STOCK OPTION AGREEMENT
BY THIS STOCK OPTION AGREEMENT ("Agreement") made and entered into this
18th day of December, 1996 ("Grant Date"), FORTE COMPUTER EASY, INC., a Utah
corporation (the "Company"), and John Masternick (the "Optionee"), a former
shareholder of Forte, Inc., hereby state, confirm, represent, warrant and agree
as follows:
I
RECITALS
--------
1.1 The Company and the Optionee previously entered into a verbal
agreement regarding the grant by the Company to the Optionee, and the acceptance
by the Optionee from the Company, of an option to purchase 455,258 shares of the
$0.01 par value common stock of the Company ("Common Stock").
1.2 The Company and the Optionee desire to enter into this Agreement
for the purpose of memorializing the terms of the grant of such option.
II
AGREEMENTS
----------
2.1 GRANT OF NON-STATUTORY STOCK OPTION. Subject to the terms and
conditions hereinafter set forth, the Company granted to the Optionee the right
and option (the "Option") to purchase from the Company all or any part of an
aggregate number of FOUR HUNDRED FIFTY-FIVE THOUSAND TWO HUNDRED FIFTY-EIGHT
(455,258) shares of Common Stock, authorized but unissued or, at the option of
the Company, treasury stock if available (the "Optioned Shares").
2.2 EXERCISE OF OPTION. Subject to the terms and conditions of this
Agreement, the Option may be exercised only by completing and signing a written
notice in substantially the following form:
I hereby exercise the Option granted to me by Forte Computer
Easy, Inc. and elect to purchase _______________ shares of
Common Stock of Forte Computer Easy, Inc. for the purchase
price to be determined under Paragraph 2.3 of this Stock
Option Agreement.
2.3 PURCHASE PRICE. The price to be paid for the Optioned Shares (the
"Purchase Price") shall be $0.375 per share.
2.4 PAYMENT OF PURCHASE PRICE. Payment of the Purchase Price may be
made as follows:
(a) In United States dollars in cash or by check,
bank draft or money order payable to the Company; or
<PAGE> 6
(b) At the discretion of the Board, through the delivery of
shares of Common Stock with an aggregate fair market value at the date
of such delivery, equal to the Purchase Price; or
(c) By a combination of both (a) and (b) above; or
(d) Pursuant to financial assistance which may be provided by
the Company upon Board approval.
The Board shall determine acceptable methods for tendering Common Stock as
payment upon exercise of an Option and may impose such limitations and
conditions on the use of Common Stock to exercise an Option as it deems
appropriate. At the election of the Optionee, and subject to the acceptance of
such election by the Board, to satisfy the Company's withholding obligations, it
may retain such number of shares of Common Stock subject to the exercised Option
which have an aggregate fair market value on the date of exercise equal to the
Company's aggregate federal, state, local and foreign tax withholding and FICA
and FUTA obligations with respect to the exercise of the Option by the Optionee.
2.5 EXERCISABILITY OF OPTION. Subject to the provisions of Paragraph
2.6, and except as otherwise provided in Paragraph 2.8, the Option may be
exercised by the Optionee while in the employ of Company which shall include any
parent ("Parent") or subsidiary ("Subsidiary") corporation of the Company as
defined in Sections 424(e) and (f), respectively, of the Internal Revenue Code
of 1986, as amended ("Code"), in whole or in part from time to time. An Option
may not be exercised for a fraction of a share.
2.6 TERMINATION OF OPTION. Except as otherwise provided herein, the
Option, to the extent not heretofore exercised, shall terminate upon the first
to occur of the following dates:
(a) June 8, 1998;
(b) The date on which the Optionee's employment by the Company
is terminated, except if such termination is voluntary or due to
retirement, death or disability within the meaning of Section 22(e)(3)
of the Code;
(c) Thirty (30) days after voluntary termination or
termination due to retirement;
(d) Three (3) months after termination due to disability
within the meaning of Section 22(e)(3) of the Code; or
(e) One (1) year after the Optionee's death (or such other
period of time as determined by the Board).
2.7 ADJUSTMENTS. In the event of any stock split, reverse stock split,
stock dividend, combination or reclassification of shares of Common Stock or any
other increase or decrease in the
2
<PAGE> 7
number of issued shares of Common Stock effected without receipt of
consideration by the Company, the number and kind of Optioned Shares (including
any Option outstanding after termination of employment or death) and the
Purchase Price per share shall be proportionately and appropriately adjusted
without any change in the aggregate Purchase Price to be paid therefor upon
exercise of the Option. The determination by the Board as to the terms of any of
the foregoing adjustments shall be conclusive and binding.
2.8 LIQUIDATION, SALE OF ASSETS OR MERGER. In the event of a proposed
dissolution or liquidation of the Company, the Option will terminate immediately
prior to the consummation of such proposed action, unless otherwise provided by
the Board. In the event of a proposed sale of all or substantially all of the
assets of the Company, or the merger of the Company with or into another
corporation, the option shall be assumed or an equivalent option shall be
substituted by such successor corporation, unless the Board determines that the
Optionee shall have the right to exercise the Option as to all of the Common
Stock subject to the Option, including shares as to which the Option would not
otherwise be exercisable. If the Board makes an Option fully exercisable, the
Board shall notify the Optionee that the Option shall be fully exercisable for a
period of thirty (30) days from the date of such notice (but not later than the
expiration of the Option term under Paragraph 2.6, above), and the Option will
terminate upon the expiration of such period.
2.9 NOTICES. Any notice to be given under the terms of the Agreement
("Notice") shall be addressed to the Company in care of its Secretary at Forte
Computer Easy, Inc., 1350 Albert Street, Youngstown, Ohio 44505, or at its then
current corporate headquarters. Notice to be given to the Optionee shall be
addressed to him or her at his or her then current residential address as
appearing on the Company's records. Notice shall be deemed duly given when
enclosed in a properly sealed envelope and deposited by certified mail, return
receipt requested, in a post office or branch post office regularly maintained
by the United States Government.
2.10 TRANSFERABILITY OF OPTION. The Option shall not be transferable by
the Optionee otherwise than by the will or the laws of descent and distribution,
and may be exercised during the life of the Optionee only by the Optionee.
2.11 OPTIONEE NOT A SHAREHOLDER. The Optionee shall not be deemed for
any purposes to be a shareholder of the Company with respect to any of the
Optioned Shares except to the extent that the Option herein granted shall have
been exercised with respect thereto and one or more stock certificates issued
therefor.
2.12 NOT A CONTRACT OF EMPLOYMENT. Nothing contained in this Agreement
shall be deemed to confer upon any individual to whom an Option may be granted
hereunder any right to remain in the employ or service of the Company or a
parent or subsidiary corporation of the Company.
3
<PAGE> 8
2.13 DISPUTES OR DISAGREEMENTS. As a condition of the granting of the
Option herein granted, the Optionee agrees, for himself and his personal
representatives, that any disputes or disagreement which may arise under or as a
result of or pursuant to this Agreement shall be determined by the Board in its
sole discretion, and that any interpretation by the Board of the terms of this
Agreement shall be final, binding and conclusive.
IN WITNESS WHEREOF, the Company has caused this instrument to be
executed by its duly authorized officer, and the Optionee has hereunto affixed
his or her signature.
FORTE COMPUTER EASY, INC.,
a Utah corporation
By /S/ FRANK J. AMEDIA
-----------------------------------------
Title PRESIDENT
--------------------------------------
"COMPANY"
--------------------------------------------
John Masternick
"OPTIONEE"
4
<PAGE> 1
Exhibit 5
STOCK OPTION AGREEMENT
BY THIS STOCK OPTION AGREEMENT ("Agreement") made and entered into this
18th day of December, 1996 ("Grant Date"), FORTE COMPUTER EASY, INC., a Utah
corporation (the "Company"), and AAP HOLDINGS, INC., a Delaware corporation (the
"Optionee"), hereby state, confirm, represent, warrant and agree as follows:
I
RECITALS
--------
1.1 Pursuant to Section 1.1 of that certain Agreement and Plan of
Reorganization dated October 25, 1996 (the "Agreement") between the Company and
the Optionee, the Company has agreed to issue to the Optionee options to acquire
1.5 times the number of shares of the $0.01 par value common stock (the "Common
Stock") of the Company subject to outstanding options immediately prior to the
closing of the transactions contemplated by the Agreement.
1.2 By this Agreement, the Company and the Optionee desire to establish
the terms upon which the Company is willing to grant to the Optionee, and upon
which the Optionee is willing to accept from the Company, such option.
II
AGREEMENTS
----------
2.1 GRANT OF STOCK OPTION. Subject to the terms and conditions
hereinafter set forth and to the terms and conditions applicable to the Prior
Option (as defined in Section 2.5 hereof) from time to time, the Company grants
to the Optionee the right and option (the "Option") to purchase from the Company
all or any part of an aggregate number of ONE MILLION FIVE HUNDRED THOUSAND
(1,500,000) shares of Common Stock, authorized but unissued or, at the option of
the Company, treasury stock if available (the "Optioned Shares").
2.2 EXERCISE OF OPTION. Subject to the terms and conditions of this
Agreement and those of the other documents and agreements referred to herein,
the Option may be exercised only upon written notice to the Company which sets
forth the number of Optioned Shares as to which the Option is being exercise and
the exercise price thereof.
2.3 PURCHASE PRICE. The price to be paid for the Optioned Shares (the
"Purchase Price") shall be $0.25 per share, subject to adjustment from time to
time as set forth herein.
2.4 PAYMENT OF PURCHASE PRICE. Payment of the Purchase Price may be
made as follows:
<PAGE> 2
(a) In United States dollars in cash or by check, bank draft
or money order payable to the Company; or
(b) At the discretion of the Board of Directors of the
Company, through the delivery of shares of Common Stock with an
aggregate fair market value at the date of such delivery, equal to the
Purchase Price; or
(c) By a combination of both (a) and (b) above.
The Board of Directors of the Company shall determine acceptable methods for
tendering Common Stock as payment upon exercise of an Option and may impose such
limitations and conditions on the use of Common Stock to exercise an Option as
it deems appropriate.
2.5 EXERCISABILITY OF OPTION. Notwithstanding any provisions to the
contrary set forth herein, the Option shall be subject in all respects to the
terms and conditions applicable to the option previously granted by the Company
to Anthony DePrima to purchase 1,000,000 shares of Common Stock (the "Prior
Option"), including without limitation exercise price, conditions of exercise,
forfeiture, restrictions on transferability of Common Stock received upon
exercise, and terms of expiration. A copy of the agreement between the Company
and the holder of the Prior Option, which sets forth the material terms of the
Prior Option as of the date hereof, is attached hereto as EXHIBIT A. Without
limiting the generality of the foregoing, the terms and conditions of the Option
shall be deemed to be modified to reflect and correspond to any modifications,
alterations or amendments (whether by agreement, operation of law or otherwise)
in the terms and conditions of the Prior Option from time to time. The Option
shall be exercisable, in whole or in part, only to the extent that the Prior
Option is actually exercised, and shares of Common Stock shall be issued in
respect of the exercise of the Option only to the extent that shares of Common
Stock are issued in respect of the exercise of the Prior Option. If the Prior
Option is terminated or expires in whole or in part for any reason at any time,
the Option shall be deemed to be terminated, in whole or in part, to a like
extent. The Company shall provide the Optionee with prompt written notice of any
exercise of the Prior Option and of any modifications, alterations or amendments
of the Prior Option pursuant to any agreement or document to which the Company
is a party.
2.6 TERMINATION OF OPTION. Except as otherwise provided herein, the
Option, to the extent not heretofore exercised, shall terminate upon termination
for any reason of the Prior Option.
2.7 ADJUSTMENTS. In the event of any stock split, reverse stock split,
stock dividend, combination or reclassification of shares of Common Stock or any
other increase or decrease in the number of issued shares of Common Stock
effected without receipt of consideration by the Company, the number and kind of
Optioned Shares (including any Option outstanding after termination of
employment or death) and the Purchase Price per share shall be proportionately
and appropriately adjusted without any change in
2
<PAGE> 3
the aggregate Purchase Price to be paid therefor upon exercise of the Option,
but only to the extent that any such adjustment is made in respect of the Prior
Option. The determination by the Board of Directors of the Company as to the
terms of any of the foregoing adjustments shall be conclusive and binding.
2.8 LIQUIDATION, SALE OF ASSETS OR MERGER. In the event of a proposed
dissolution or liquidation of the Company, a proposed sale of all or
substantially all of the assets of the Company, or the merger of the Company
with or into another corporation, the option shall in all respects receive the
same treatment as the Prior Option in connection with such transaction as the
Prior Option.
2.9 NOTICES. Any notice to be given under the terms of the Agreement
("Notice") shall be addressed to the Company in care of its Secretary at Forte
Computer Easy, Inc., 1350 Albert Street, Youngstown, Ohio 44505, or at its then
current corporate headquarters, and to the Optionee in care of its Secretary at
100 South Broadway Avenue, Salem, Ohio 44460, or at its then current corporate
headquarters. Notice shall be deemed duly given when enclosed in a properly
sealed envelope and deposited by certified mail, return receipt requested, in a
post office or branch post office regularly maintained by the United States
Government.
2.10 TRANSFERABILITY OF OPTION. The Option shall not be transferable by
the Optionee (except to any parent, subsidiary or affiliate of the Optionee).
2.11 OPTIONEE NOT A SHAREHOLDER. The Optionee shall not be deemed for
any purposes to be a shareholder of the Company with respect to any of the
Optioned Shares except to the extent that the Option herein granted shall have
been exercised with respect thereto and one or more stock certificates issued
therefor.
2.12 DISPUTES OR DISAGREEMENTS. As a condition of the granting of the
Option herein granted, the Optionee agrees, for himself and his personal
representatives, that any disputes or disagreement which may arise under or as a
result of or pursuant to this Agreement shall be determined by the Board of
Directors of the Company in its sole discretion, and that any interpretation by
the Board of Directors of the terms of this Agreement shall be final, binding
and conclusive.
2.13 MODIFICATION OF AGREEMENT. This Agreement shall not be modified or
amended except pursuant to a written document signed by both parties hereto;
PROVIDED, HOWEVER, that this Agreement shall be deemed to be amended, without
notice to or by any party or any other action on the party of any party hereto,
to reflect any modification, alteration or amendment of the terms or conditions
of the Prior Option, as set forth herein.
[signature page follows]
3
<PAGE> 4
IN WITNESS WHEREOF, each of the Company and the Optionee has caused
this instrument to be executed by its duly authorized officer as of the date set
forth above.
FORTE COMPUTER EASY, INC.,
a Utah corporation
By /S/ FRANK J. AMEDIA
-----------------------------------
Frank J. Amedia, President
"COMPANY"
AAP HOLDINGS, INC.,
a Delaware corporation
By /S/ GEORGE HOFMEISTER
-----------------------------------
George Hofmeister,
Chairman of the Board
"OPTIONEE"
4
<PAGE> 5
Exhibit A
COMPUTER EASY INTERNATIONAL, INC.
---------------------------------
STOCK OPTION AGREEMENT
----------------------
QUALIFIED STOCK OPTION
----------------------
This agreement (the "Agreement") is made and entered into on May 3,
1992, (the "Grant Date"), by and between Computer Easy International, Inc., a
Utah corporation (the "Company"), and Anthony E. DePrima, a key employee,
officer or Director of the Company (the "Optionee") under the terms and
conditions set forth below.
Recitals
A. The Company, through its Board of Directors (the "Board"), has
determined that, in order to attract and retain individuals of exceptional
managerial talent, upon whom the sustained progress, growth and profitability
of the Company depends, and in order to encourage these individuals to acquire
a proprietary interest in the Company and to generate an increased incentive to
contribute to the Company's future success and prosperity, the Company will
offer a compensation package that provides these individuals a chance to
participate financially in the success of the Company by acquiring an equity
interest in it.
B. As part of the compensation package, the Company has adopted a
Stock Option Plan (the "Plan") pursuant to a resolution of the Board, the terms
of which are incorporated herein by reference.
C. Shareholders of the Company have adopted and approved the Plan at a
special meeting of the Shareholders held on May 3, 1992.
D. By this Agreement, the Company and Optionee desire to establish the
terms upon which the Company is willing to grant to Optionee, and upon which
Optionee is willing to accept from the Company, an option to purchase shares of
common stock of the Company ("Common Stock").
NOW, THEREFORE, the parties hereto agree as follows:
Covenants
1. GRANT OF OPTION. The Company grants to Optionee the right and
option (the "Option") to purchase from the Company all or any part of an
aggregate number of 1,000,000 shares of Common Stock, authorized but unissued
or, at the option of the Company, treasury stock if available (the "Optioned
Shares").
2. EXERCISE OF OPTION. The Option may be exercised only by Notice (as
defined below) specifying the number of Optioned Shares
1
<PAGE> 6
in respect of which the Option is being exercised (the "Purchased Shares")
accompanied by payment in full of the Purchase Price.
3. PURCHASE PRICE. The price to be paid for the Purchased Shares (the
"Purchase Price") will be $0.25 per share.
4. PAYMENT OF PURCHASE PRICE. Payment of the Purchase Price will be
made concurrent with the date of exercise of the Option (the "Exercise Date")
in United States dollars in cash or by check, bank draft or money order payable
to the Company.
5. EXERCISE OF OPTION. The Optionee may exercise the Option in
accordance with the following schedule:
0% before one (1) year after Grant Date;
25% one (1) year after Grant Date;
50% two (2) years after Grant Date;
75% three (3) years after Grant Date;
100% four (4) through six (6) years after Grant Date.
6. TERMINATION OF OPTION. Except as otherwise provided herein, the
Option, to the extent not heretofore exercised, will terminate as provided in
Section 5 of the Stock Option Plan, which section is incorporated herein by
this reference. In no event will an Option be exercisable for a period longer
than ten (10) years from the date such Option is granted.
7. ADJUSTMENTS. In the event of any merger, consolidation, stock
dividend, split-up, combination or exchange of shares, or recapitalization or
change in capitalization, the number and kind of Optioned Shares and the
Purchase Price will be proportionately and appropriately adjusted to maintain
pro-rata equity ownership without any change in the aggregate purchase price to
be paid therefor upon exercise of the Option.
8. ACQUISITION. In any person, corporation or other entity or group
thereof (the "Acquiror") directly or indirectly makes an acquisition (an
"Acquisition"), other than by merger or consolidation or purchase from the
Company, of the beneficial ownership (as that terms is used in Section 13(d)(1)
of the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder) of shares of Common Stock which, when added
to any other shares the beneficial ownership of which is held by the Acquiror,
will be more than 20% of the votes that are entitled to be cast at meetings of
stockholders, any Options which by their terms were not exercisable in full
prior to the date of the Acquisition will become immediately exercisable for a
period of 180 days from the date of the Acquisition or 180 days from the date
the Acquiror terminates the Option, whichever is later, and any Optionee may
elect, during the period commencing on the date of the Acquisition and ending
at the close of business on the 180th day referred to in this paragraph, to
exercise any Options in whole or in part. In the event the 180th day referred
to in this paragraph will fall on a day that is not a business day,
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<PAGE> 7
then the 180th day will be deemed to be the next following business day. If not
exercised by the close of business on the 180th day, the exercise terms of the
Options will remain as is.
9. NOTICE. Any notice to be given under the terms of the Agreement
("Notice") will be addressed to the Company at 414 East Southern Avenue, Tempe,
Arizona 85282, or at its then current corporate headquarters. Notice to be
given to the Optionee will be addressed to him or her at his or her then
current residential address as appearing on the Company's records. Notice will
be deemed duly given when enclosed in a properly sealed envelope and deposited
by certified mail, return receipt requested, postage prepaid, in a post office
or branch post office regularly maintained by the United States Government.
10. BINDING EFFECT. This Agreement will be binding upon and inure to
the benefit of any successor or successors of the Company.
11. TRANSFERABILITY OF OPTION. This Option will not be transferable by
Optionee except by will or the laws of descent and distribution and, during the
life of Optionee, may be exercised only by Optionee.
12. OPTIONEE NOT A SHAREHOLDER. Optionee will not be deemed for any
purpose to be a shareholder of the Company with respect to any of the Optioned
Shares except to the extent that the Option herein granted will have been
exercised with respect thereto and a stock certificate issued therefor.
13. RIGHT TO CONTINUED EMPLOYMENT. The grant of the Option to Optionee
will not be construed as giving the Optionee the right to be retained in the
employ of the Company, and Company expressly reserves the right to dismiss
Optionee at any time, with or without cause. Except as may otherwise be
provided in a written employment agreement (if any) between Company and
Optionee.
14. SPECIFIC PERFORMANCE. Both parties agree that irreparable damage
would result if this Agreement is not specifically enforced. Therefore, the
rights and obligations set forth herein will be enforceable in a court of
equity by a decree of specific performance and appropriate injunction relief
may be applied for and granted in connection herewith. Such remedies will,
however, be cumulative and not exclusive and will be in addition to any other
remedies which any party may have under this Agreement or otherwise.
15. NOTIFICATION OF COMPANY. Any Optionee who disposes of shares of
Common Stock acquired on the exercise of an Incentive Stock Option by sale or
exchange either: (a) within two (2) years after the date hereof; or (b) within
one (1) year after the acquisition of such shares of Common Stock, will notify
the Company of such disposition and of the amount realized upon such
disposition.
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<PAGE> 8
IN WITNESS WHEREOF, the Company ha caused this instrument to be
executed by its duly authorized officer, and Optionee has hereunto affixed his
signature.
Dated: May 3, 1992.
"Company"
Computer Easy International, Inc.
a Utah corporation
By /s/ Jess Riddle
------------------------------
Jess Riddle, Vice President
"Optionee"
/s/ Anthony DePrima
-------------------------------
4
<PAGE> 1
Exhibit 6
STOCK OPTION AGREEMENT
BY THIS STOCK OPTION AGREEMENT ("Agreement") made and entered into this
18th day of December, 1996 ("Grant Date"), FORTE COMPUTER EASY, INC., a Utah
corporation (the "Company"), and AAP HOLDINGS, INC., a Delaware corporation (the
"Optionee"), hereby state, confirm, represent, warrant and agree as follows:
I
RECITALS
1.1 Pursuant to Section 1.1 of that certain Agreement and Plan of
Reorganization dated October 25, 1996 (the "Agreement") between the Company and
the Optionee, the Company has agreed to issue to the Optionee options to acquire
1.5 times the number of shares of the $0.01 par value common stock (the "Common
Stock") of the Company subject to outstanding options immediately prior to the
closing of the transactions contemplated by the Agreement.
1.2 By this Agreement, the Company and the Optionee desire to establish
the terms upon which the Company is willing to grant to the Optionee, and upon
which the Optionee is willing to accept from the Company, such option.
II
AGREEMENTS
----------
2.1 GRANT OF STOCK OPTION. Subject to the terms and conditions
hereinafter set forth and to the terms and conditions applicable to the Prior
Option (as defined in Section 2.5 hereof) from time to time, the Company grants
to the Optionee the right and option (the "Option") to purchase from the Company
all or any part of an aggregate number of TWO HUNDRED TWENTY-ONE THOUSAND SEVEN
HUNDRED SEVENTY-FIVE (221,775) shares of Common Stock, authorized but unissued
or, at the option of the Company, treasury stock if available (the "Optioned
Shares").
2.2 EXERCISE OF OPTION. Subject to the terms and conditions of this
Agreement and those of the other documents and agreements referred to herein,
the Option may be exercised only upon written notice to the Company which sets
forth the number of Optioned Shares as to which the Option is being exercise and
the exercise price thereof.
2.3 PURCHASE PRICE. The price to be paid for the Optioned Shares (the
"Purchase Price") shall be $0.50 per share, subject to adjustment from time to
time as set forth herein.
2.4 PAYMENT OF PURCHASE PRICE. Payment of the Purchase Price may be
made as follows:
<PAGE> 2
(a) In United States dollars in cash or by check, bank draft
or money order payable to the Company; or
(b) At the discretion of the Board of Directors of the
Company, through the delivery of shares of Common Stock with an
aggregate fair market value at the date of such delivery, equal to the
Purchase Price; or
(c) By a combination of both (a) and (b) above.
The Board of Directors of the Company shall determine acceptable methods for
tendering Common Stock as payment upon exercise of an Option and may impose such
limitations and conditions on the use of Common Stock to exercise an Option as
it deems appropriate.
2.5 EXERCISABILITY OF OPTION. Notwithstanding any provisions to the
contrary set forth herein, the Option shall be subject in all respects to the
terms and conditions applicable to the option previously granted by the Company
to Sanjoy Bhattacharia to purchase 147,850 shares of Common Stock (the "Prior
Option"), including without limitation exercise price, conditions of exercise,
forfeiture, restrictions on transferability of Common Stock received upon
exercise, and terms of expiration. A copy of the agreement between the Company
and the holder of the Prior Option, which sets forth the material terms of the
Prior Option as of the date hereof, is attached hereto as EXHIBIT A. Without
limiting the generality of the foregoing, the terms and conditions of the Option
shall be deemed to be modified to reflect and correspond to any modifications,
alterations or amendments (whether by agreement, operation of law or otherwise)
in the terms and conditions of the Prior Option from time to time. The Option
shall be exercisable, in whole or in part, only to the extent that the Prior
Option is actually exercised, and shares of Common Stock shall be issued in
respect of the exercise of the Option only to the extent that shares of Common
Stock are issued in respect of the exercise of the Prior Option. If the Prior
Option is terminated or expires in whole or in part for any reason at any time,
the Option shall be deemed to be terminated, in whole or in part, to a like
extent. The Company shall provide the Optionee with prompt written notice of any
exercise of the Prior Option and of any modifications, alterations or amendments
of the Prior Option pursuant to any agreement or document to which the Company
is a party.
2.6 TERMINATION OF OPTION. Except as otherwise provided herein, the
Option, to the extent not heretofore exercised, shall terminate upon termination
for any reason of the Prior Option.
2.7 ADJUSTMENTS. In the event of any stock split, reverse stock split,
stock dividend, combination or reclassification of shares of Common Stock or any
other increase or decrease in the number of issued shares of Common Stock
effected without receipt of consideration by the Company, the number and kind of
Optioned Shares (including any Option outstanding after termination of
employment or death) and the Purchase Price per share shall be
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<PAGE> 3
proportionately and appropriately adjusted without any change in the aggregate
Purchase Price to be paid therefor upon exercise of the Option, but only to the
extent that any such adjustment is made in respect of the Prior Option. The
determination by the Board of Directors of the Company as to the terms of any of
the foregoing adjustments shall be conclusive and binding.
2.8 LIQUIDATION, SALE OF ASSETS OR MERGER. In the event of a proposed
dissolution or liquidation of the Company, a proposed sale of all or
substantially all of the assets of the Company, or the merger of the Company
with or into another corporation, the option shall in all respects receive the
same treatment as the Prior Option in connection with such transaction as the
Prior Option.
2.9 NOTICES. Any notice to be given under the terms of the Agreement
("Notice") shall be addressed to the Company in care of its Secretary at Forte
Computer Easy, Inc., 1350 Albert Street, Youngstown, Ohio 44505, or at its then
current corporate headquarters, and to the Optionee in care of its Secretary at
100 South Broadway Avenue, Salem, Ohio 44460, or at its then current corporate
headquarters. Notice shall be deemed duly given when enclosed in a properly
sealed envelope and deposited by certified mail, return receipt requested, in a
post office or branch post office regularly maintained by the United States
Government.
2.10 TRANSFERABILITY OF OPTION. The Option shall not be transferable by
the Optionee (except to any parent, subsidiary or affiliate of the Optionee).
2.11 OPTIONEE NOT A SHAREHOLDER. The Optionee shall not be deemed for
any purposes to be a shareholder of the Company with respect to any of the
Optioned Shares except to the extent that the Option herein granted shall have
been exercised with respect thereto and one or more stock certificates issued
therefor.
2.12 DISPUTES OR DISAGREEMENTS. As a condition of the granting of the
Option herein granted, the Optionee agrees, for himself and his personal
representatives, that any disputes or disagreement which may arise under or as a
result of or pursuant to this Agreement shall be determined by the Board of
Directors of the Company in its sole discretion, and that any interpretation by
the Board of Directors of the terms of this Agreement shall be final, binding
and conclusive.
2.13 MODIFICATION OF AGREEMENT. This Agreement shall not be modified or
amended except pursuant to a written document signed by both parties hereto;
PROVIDED, HOWEVER, that this Agreement shall be deemed to be amended, without
notice to or by any party or any other action on the party of any party hereto,
to reflect any modification, alteration or amendment of the terms or conditions
of the Prior Option, as set forth herein.
[signature page follows]
3
<PAGE> 4
IN WITNESS WHEREOF, each of the Company and the Optionee has caused
this instrument to be executed by its duly authorized officer as of the date set
forth above.
FORTE COMPUTER EASY, INC.,
a Utah corporation
By /S/ FRANK J. AMEDIA
----------------------------------
Frank J. Amedia, President
"COMPANY"
AAP HOLDINGS, INC.,
a Delaware corporation
By /S/ GEORGE HOFMEISTER
----------------------------------
George Hofmeister, Chairman
of the Board
"OPTIONEE"
4
