<PAGE> 1
As filed with the Securities and Exchange Commission on August 3, 1998
Registration No. 333-____________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------
PRO TECH COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
------------
FLORIDA 3470 59-3281593
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
or organization) Classification Code No.) Identification No.)
3311 INDUSTRIAL 25TH STREET
FT. PIERCE, FLORIDA 34946
(561) 464-5100
(Address of principal executive offices)
KEITH LARKIN, PRESIDENT
PRO TECH COMMUNICATIONS, INC.
3311 INDUSTRIAL 26TH STREET
FT. PIERCE, FLORIDA 34946
(Name and address of agent for service)
1998 STOCK OPTION PLAN
(Full title of plan)
Copies to:
LESLIE J. CROLAND, ESQ.
JEFF T. MIHM, ESQ.
LUCIO, MANDLER, CROLAND, BRONSTEIN, GARBETT, STIPHANY & MARTINEZ, P.A.
701 BRICKELL AVENUE, SUITE 2000
MIAMI, FLORIDA 33131
(305) 579-0012
(305) 579-4722 (FAX)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===============================================================================================================================
Proposed maximum Proposed maximum
Title of each class of Amount to offering price aggregate offering Amount of
securities to be registered be registered(1) per share(2) price registration fee
- -------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value
<S> <C> <C> <C> <C>
$.001 per share 500,000(3) $.328125 $164,062.50 $48.40
===============================================================================================================================
</TABLE>
(1) Represents shares of common stock, par value $.001 per share ("Common
Stock"), issuable upon exercise of options granted under the Company's
1998 Stock Option Plan.
(2) Computed in accordance with Rule 457(h)(1) and Rule 457(c) under the
Securities Act of 1933.
(3) Pursuant to Rule 416 under the Securities Act of 1933, this
Registration Statement covers such additional number of shares of
Common Stock as may be issuable pursuant to the antidilution provisions
of the 1998 Stock Option Plan.
<PAGE> 2
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Pro Tech Communications, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference:
(1) The Company's latest annual report filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act");
(2) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the Company's most recent fiscal year; and
(3) The description of the Company's common stock, par value $.001 per
share, contained in a registration statement filed under the Exchange Act on
March 21, 1997, including any amendment or report filed for the purpose of
updating such description.
All documents filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment that indicates that all securities offered have been sold or that
deregisters all securities then remaining unsold shall, except to the extent
otherwise provided by Regulation S-K or any other rule promulgated by the
Commission, be deemed to be incorporated by reference in this Registration
Statement and to be part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to the provisions of Section 607.0850(1) of the Florida
Business Corporation Act and the Company's Articles of Incorporation, the
Company has the power to indemnify any person who is or was a party to any
proceeding (other than an action by, or in the right of, the Company), because
such person is or was a director, officer, employee, or agent of the Company (or
is or was serving at the request of the Company under specified capacities)
against liability incurred in connection with such proceeding provided such
person acted in good faith and in a manner such person reasonably believed to be
in, or not opposed to the best interest of the Company (and with respect to any
criminal action or proceedings, such person had no reasonable cause to believe
such person's conduct was unlawful).
With respect to a proceeding by or in the right of the Company to
procure a judgment in its favor, Section 607.0850(2) of the Florida Business
Corporation Act provides that the Company shall have the power to indemnify any
person who is or was a director, officer, employee, or agent of the Company (or
is or was serving at the request of the Company under specified capacities)
against expenses and amounts paid in settlement not exceeding, in the judgment
of the Board of Directors, the estimated expense of litigating the proceeding to
conclusion, actually and reasonably incurred in connection with the defense or
settlement of such proceeding provided such person acted in good faith and in a
manner such person reasonably believed to be in, or not opposed to, the best
interest of the Company, except that no indemnification shall be made in a case
in which such person shall have been adjudged to be liable to the Company unless
and only to the extent that the court in which the proceeding was brought, shall
determine upon application that, despite the adjudication of liability but in
view of all circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses.
Indemnification as described above shall only be granted in a specific
case upon a determination that indemnification is proper under the circumstances
using the applicable standard of conduct which is made by (a) a majority of a
quorum of directors who were not parties to such proceeding, (b) if such a
quorum is not attainable,
2
<PAGE> 3
by majority vote of a committee designated by the Board of Directors consisting
of two or more directors not parties to the proceeding, (c) by independent legal
counsel selected by the Board of Directors described in the foregoing parts (a)
and (b), or if a quorum cannot be obtained, then selected by a majority vote of
a quorum consisting of stockholders who are not parties to such proceeding.
Section 607.0850(12) of the Florida Business Corporation Act permits
the Company to purchase and maintain insurance on behalf of any director,
officer, employee or agent of the Company (or is or was serving at the request
of the Company in specified capacities) against any liability asserted against
such person or incurred by such person in any such capacity whether or not the
Company has the power to indemnify such person against such liability.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
5 Opinion and Consent of Lucio, Mandler, Croland, Bronstein,
Garbett, Stiphany & Martinez, P.A.
10.1 Pro Tech Communications, Inc. 1998 Stock Option Plan
23.1 Consent of Morgan, Jacoby, Thurn & Associates.
23.2 Consent of KPMG Peat Marwick LLP
ITEM 9. UNDERTAKINGS.
1. The Company hereby undertakes:
(a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933 (the "Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement; or
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;
provided, however, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.
(b) That, for the purpose of determining any liability under the Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof; and
(c) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
3
<PAGE> 4
2. The Company hereby undertakes that, for purposes of determining any liability
under the Act, each filing of the Company's annual report pursuant to Section
13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Company pursuant
to the foregoing provisions or otherwise, the Company has been advised that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer, or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy expressed in the Act and will be
governed by the final adjudication of such issue.
4
<PAGE> 5
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in Ft. Pierce, Florida, on the 16th day of July 1998.
PRO TECH COMMUNICATIONS, INC.
By: /s/ Keith Larkin
--------------------------------
Keith Larkin, President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Keith Larkin Chairman of the Board, President
- --------------------------- and Treasurer (Chief Executive
Keith Larkin Officer and Chief Financial and
Account Officer) July 16, 1998
/s/ Kenneth Campbell Director, Secretary and Vice-
- -------------------------- President of Operations July 16, 1998
Kenneth Campbell
<PAGE> 6
EXHIBIT INDEX
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<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- ----------------------
<S> <C> <C>
5 Opinion and Consent of Lucio, Mandler, Croland, Bronstein, Garbett, Stiphany & Martinez, P.A.
10.1 1998 Stock Option Plan
23.1 Consent of Morgan, Jacoby, Thurn & Associates
23.2 Consent of KPMG Peat Marwick LLP
</TABLE>
<PAGE> 1
EXHIBIT 5
LUCIO, MANDLER, CROLAND, BRONSTEIN,
GARBETT, STIPHANY & MARTINEZ, P.A.
701 Brickell Avenue, Suite 2000
Miami, Florida 33131
July 31, 1998
Pro Tech Communications, Inc.
3311 Industrial 25th Street
Ft. Pierce, Florida 34946
Ladies and Gentlemen:
We have acted as counsel to Pro Tech Communications, Inc., a Florida
corporation (the "Company"), in connection with the preparation of a
registration statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission (the "SEC") under the Securities Act
of 1933 regarding 500,000 shares (the "Shares") of the Company's common stock,
par value $.001 per share (the "Common Stock"), issuable pursuant to the
Company's 1998 Stock Option Plan.
In rendering the opinion expressed herein, we have examined the
following documents and instruments:
1. The Registration Statement and the exhibits to be filed
in connection therewith and the form of prospectus contained in the
Form S-8;
2. The Company's Articles of Incorporation, as amended; and
3. The Company's Bylaws.
In addition, we have obtained from public officials and from officers
of the Company and examined originals or copies, identified to our satisfaction,
of such other certificates, agreements and other assurances as we have
considered necessary for the purposes of rendering the opinion hereinafter
expressed.
We have also consulted with officers and directors of the Company and
have obtained such representations with respect to matters of fact as we have
deemed necessary or advisable for purposes of rendering the opinion hereinafter
expressed; we have not necessarily independently verified the factual statements
made to us in connection therewith, nor the veracity of such representations,
but we have no reason to doubt their truth or accuracy.
<PAGE> 2
Pro Tech Communications, Inc.
Page 2
July 31, 1998
Based on the foregoing, it is our opinion that the Shares covered by
the Registration Statement, when issued and sold in accordance with the terms of
the Registration Statement, upon receipt of payment therefor, will constitute
legally issued Shares, fully paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not hereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the rules and regulations of the SEC promulgated
thereunder.
Respectfully submitted,
/s/ LUCIO, MANDLER, CROLAND, BRONSTEIN,
GARBETT, STIPHANY & MARTINEZ
<PAGE> 1
EXHIBIT 10.1
PRO TECH COMMUNICATIONS, INC.
1998 STOCK OPTION PLAN
1. PURPOSE. The purpose of the 1998 Stock Option Plan of PRO TECH
COMMUNICATIONS, INC. is to provide incentive to employees, including officers,
directors and consultants of the Corporation, as defined below, to encourage
such individuals proprietary interest in the Corporation, to encourage such
individuals to remain in the employ of the Corporation, and to attract to the
Corporation individuals of experience and ability.
2. DEFINITIONS.
(a) "Board" shall mean the Board of Directors of the Company.
(b) "Code" shall mean the Internal Revenue Code of 1986, as
amended.
(c) "Committee" shall mean the Committee appointed by the
Board in accordance with Section 4 of the Plan.
(d) "Common Stock" shall mean Company's common stock, par
value $.001 per share.
(e) "Company" shall mean Pro Tech Communications, Inc., a
Florida corporation.
(f) "Corporation" shall mean and include the Company and any
parent or subsidiary corporation thereof, within the meaning of Section 425 of
the Code.
(g) "Disability" shall mean the condition of an Employee who
is unable to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which can be expected to
result in death or which has lasted or can be expected to last for a continuous
period of not less than twelve (12) months, all within the meaning of Section
22(e)(3) of the Code.
(h) "Employee" shall mean any individual (including an officer
or a director) who is an employee of the Corporation (within the meaning of
Section 422A(a)(2) of the Code and the regulations thereunder).
(i) "Exercise Price" shall mean the price per Share of Common
Stock, determined by the Board or Committee, at which an Option may be
exercised.
(j) "Fair Market Value" of a Share of Common Stock as of a
specified date shall mean the closing price of a Share on the principal
securities exchange on which such Shares are traded on the day immediately
preceding the date as of which Fair Market Value is being determined, or on the
next preceding date on which such Shares are traded if no Shares were traded on
such immediately preceding day, or if the Shares are not traded on a securities
exchange, Fair
<PAGE> 2
Market Value shall be deemed to be the average of the high bid and low asked
prices of the Shares in the over-the-counter market on the day immediately
preceding the date as of which Fair Market Value is being determined or on the
next preceding date on which such high bid and low asked prices were recorded.
If the Shares are not publicly traded, Fair Market Value shall be determined by
the Board or Committee. In no case shall Fair Market Value be less than the par
value of a Share of the Common Stock, and in no event shall Fair Market Value be
determined with regard to restrictions other than restrictions which, by their
terms, will never lapse.
(k) "Incentive Stock Option" shall mean an Option described in
Code section 422A(b).
(l) "Nonstatutory Stock Option" shall mean an Option which is
not an Incentive Stock Option.
(m) "Option" shall mean a stock option granted pursuant to the
Plan.
(n) "Optionee" shall mean a person to whom an Option has been
granted.
(o) "Plan" shall mean this Pro Tech Communications, Inc. 1998
Stock Option Plan.
(p) "Purchase Price" shall mean the Exercise Price times the
number of whole Shares with respect to which an Option is exercised.
(q) "Share" shall mean one share of Common Stock.
(r) "Ten Percent Shareholder" shall mean any Employee who, at
the time of the grant of an Option, owns (or is deemed to own, under Sections
422A(b)(6) and 425(d) of the Code) more than ten percent of the total combined
voting power of all classes of outstanding stock of the Corporation.
3. EFFECTIVE DATE. This Plan was adopted by the Board on March 5, 1998.
In order for an Option under the Plan to be accorded Incentive Stock Option
treatment under the Code, this Plan must be approved by the Company's
stockholders at a duly-held meeting of the Company's stockholders within 12
months after the date the Plan was adopted by the Board. All Incentive Stock
Options granted under the Plan are made contingent upon such stockholder
approval of the Plan. If stockholder approval is not obtained within such
period, all Incentive Stock Options previously granted under the Plan shall be
deemed to be, and treated under the Code as, a Nonstatutory Stock Option.
4. ADMINISTRATION. The Plan shall be administered by the Board or a
Committee appointed by the Board consisting of not less than two members. The
Board may from time to time remove members from, or add members to, the
Committee. Vacancies on the Committee, however caused, shall be filled by the
Board. The Board or Committee shall from time to time at
- 2 -
<PAGE> 3
its discretion shall determine who shall be granted Options, the number of
Shares to be optioned to each and the designation of such Options as Incentive
Stock Options or Nonstatutory Stock Options. The interpretation and construction
by the Board or the Committee of any provisions of the Plan or of any Option
granted thereunder shall be binding and conclusive on all Optionees and their
legal representatives and beneficiaries.
5. ELIGIBILITY. Any Employee may be granted Incentive Stock Options
under the Plan and any Employee or officer, director, consultant of or other
person rendering services to, the Corporation may be granted Nonstatutory Stock
Options under the Plan if, in each instance, the Board or Committee determines
that such person performs services of special importance to the management,
operation and development of the business of the Corporation.
6. STOCK. The stock subject to Options granted under the Plan shall be
Shares of authorized but unissued or reacquired Common Stock. The aggregate
number of Shares which may be issued under Options exercised under this Plan
shall not exceed 500,000. The number of Shares subject to Options outstanding
under the Plan at any time may not exceed the number of Shares remaining
available for issuance under the Plan. In the event that any Option outstanding
under the Plan expires for any reason or is terminated, the Shares allocable to
the unexercised portion of such Option shall again be available for grant of
Options under the Plan.
The limitations established by this Section 6 shall be subject to
adjustment upon the occurrence of the events specified and in the manner
provided in Section 9 hereof.
7. TERMS AND CONDITIONS OF OPTIONS. Options granted pursuant to the
Plan shall be evidenced by written agreements in such form as the Board or the
Committee shall from time to time determine, which agreements shall comply with
and be subject to the following terms and conditions:
(a) DATE OF GRANT. Each Option shall specify its effective
date (the "date of grant"), which shall be the date specified by the Board or
Committee in its action relating to the grant of the Option, but which date
shall not be earlier than the date of the determination by the Board or
Committee to grant such Option nor more than thirty days after such date.
(b) NUMBER OF SHARES. Each Option shall state the number of
Shares to which it pertains and shall provide for the adjustment thereof in
accordance with the provisions of Section 9 hereof.
(c) EXERCISE PRICE. Each Option shall state the Exercise
Price, which price shall be determined by the Board or Committee, provided
however, that the Exercise Price (i) in the case of an Incentive Stock Option
granted to an Employee who is not a Ten Percent Shareholder, shall not be less
than the par value nor less than the Fair Market Value of the Shares to which
the Option relates on the date of grant, (ii) in the case of an Incentive Stock
Option granted to an Employee who is a Ten Percent Shareholder, shall not be
less than the par value nor less than 110% of the Fair Market Value of the
Shares to which the Option relates on the date of grant, and (iii) in the case
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<PAGE> 4
of a Nonstatutory Stock Option granted to any Employee or officer or director of
the Corporation, shall not be less than the par value of the Shares to which the
Option relates. The Exercise Price of an Option shall be subject to adjustment
in accordance with Section 9 hereof. The Company may, at its discretion, permit
the cashless exercise of Options in accordance with the procedures and
restrictions established by the Board or the Committee.
(d) EXERCISE OF OPTIONS AND MEDIUM AND TIME OF PAYMENT. To
exercise an Option, the Optionee shall give written notice to the Company
specifying the number of Shares to be purchased and accompanied by payment in
cash or by certified check of the full Purchase Price therefor and the amount of
any withholding tax obligation of the Corporation as described in Section 14(a)
hereof. No Share shall be issued until full payment therefor has been made.
(e) TERM AND EXERCISE OF OPTIONS; NON-TRANSFERABILITY OF
INCENTIVE STOCK OPTIONS. Subject to Section 10 hereof, Options may be exercised
as determined by the Board or Committee and as stated in the written agreement
evidencing the Option, provided, however, that no Incentive Stock Option granted
to an Employee who is not a Ten Percent Shareholder shall be exercisable after
the expiration of ten (10) years from the date it is granted, and no Incentive
Stock Option granted to an Employee who is a Ten Percent Shareholder shall be
exercisable after the expiration of five (5) years from the date it is granted.
In addition, the aggregate fair market value (determined at the time an
Incentive Stock Option is granted) of Shares with respect to which Incentive
Stock Options are exercisable for the first time by an Optionee during any
calendar year (under this Plan and all other plans maintained by the
Corporation) shall not exceed $100,000. During the lifetime of the Optionee, an
Incentive Stock Option shall be exercisable only by the Optionee and shall not
be assignable or transferable. In the event of the Optionee's death, no
Incentive Stock Option shall be transferable by the Optionee otherwise than by
will or by the laws of descent and distribution. Restrictions on the transfer of
Nonstatutory Stock Options, if any, shall be determined by the Board and set
forth in each Nonstatutory Stock Option Agreement.
(f) TERMINATION OF EMPLOYMENT. In the event that an Optionee
shall cease to be employed by the Corporation for any reason, such Optionee (or
the heirs or legatees of such Optionee, if applicable) shall have the right,
subject to the restrictions of Subsection (e) hereof, to exercise the Option at
any time within three (3) months after such termination of employment (twelve
(12) months if the termination was due to the death or Disability of the
Optionee or, in the case of a Nonstatutory Stock Option, retirement) to the
extent that, on the day preceding the date of termination of employment, the
Optionee's right to exercise such Option had accrued pursuant to the terms of
the option agreement pursuant to which such Option was granted, and had not
previously been exercised.
For this purpose, the employment relationship will be treated as
continuing intact while the Optionee is on military leave, sick leave or other
bona fide leave of absence (to be determined in the sole discretion of the Board
and, in the case of an Optionee who has received an Incentive Stock Option, only
to the extent permitted under Section 422A of the Code and the regulations
promulgated thereunder). Moreover, in the case of an Optionee who has been
granted an Incentive Stock Option, employment shall, in no event, be deemed to
continue beyond the ninetieth (90th)
- 4 -
<PAGE> 5
day after the Optionee ceased active employment, unless the Optionee's
reemployment rights are guaranteed by statute or by contract.
(g) RIGHTS AS A SHAREHOLDER. An Optionee or, in the case of an
Incentive Stock Option, a transferee of a deceased Optionee or, in the case of a
Nonstatutory Stock Option, a permitted transferee shall have no rights as a
shareholder with respect to any Shares covered by his or her Option until the
date of the issuance of a stock certificate for such Shares. No adjustment shall
be made for dividends (ordinary or extraordinary, whether in cash, securities or
other property) or distributions or other rights for which the record date is
prior to the date such stock certificate is issued, except as provided in
Section 9.
(h) MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS. Subject to
the terms and conditions and within the limitations of the Plan, the Board or
Committee may modify, extend or renew outstanding Options granted under the
Plan, or accept the exchange of outstanding Options (to the extent not
theretofore exercised) for the granting of new Options in substitution therefor.
Notwithstanding the foregoing, however, no modification of an Option shall,
without the consent of the Optionee, alter or impair any rights or obligations
under any Option theretofore granted under the Plan. Moreover, in the case of
any modification, extension or renewal of an Incentive Stock Option, all of the
requirements set forth herein shall apply in the same manner as though a new
Incentive Stock Option had been granted to the Optionee on the date of such
modification, extension or renewal, but only if such modification, extension or
renewal is treated, under Section 425(h) of the Code, as the granting of a new
option.
(i) IDENTIFICATION OF OPTION. Each Option granted under the
Plan shall clearly identify its status as an Incentive Stock Option or
Nonstatutory Stock Option.
(j) OTHER PROVISIONS. The option agreements authorized under
the Plan shall contain, in addition to those provisions provided in Section 7(e)
hereof, such other provisions not inconsistent with the terms of the Plan,
including, without limitation, restrictions upon the exercise of any Option, and
restrictions upon the transfer of Shares received upon exercise of Options, as
the Board or Committee shall deem advisable.
8. TERM OF PLAN. Options may be granted pursuant to the Plan ten years
from the date the Plan is approved by the Company's stockholders pursuant to
Section 3 hereof.
9. RECAPITALIZATION. Subject to any required action by the shareholders
and the last sentence of subsection 7(h) hereof, the number of Shares covered by
this Plan as provided in Section 6, the number of Shares covered by each
outstanding Option, and the Exercise Price thereof shall be proportionately
adjusted for any increase or decrease in the number of issued Shares resulting
from a subdivision or consolidation of Shares, stock split, or the payment of a
stock dividend.
Subject to any required action by the shareholders of the Company and
the last sentence of Subsection 7(h) hereof, if the Company shall be the
surviving corporation in any merger or consolidation, each outstanding Option
shall pertain and apply to the securities to which a holder
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<PAGE> 6
of the number of Shares subject to the Option would have been entitled. A
dissolution or liquidation of the Company or a merger or consolidation in which
the Company is not the surviving corporation shall cause each outstanding Option
to terminate, unless the agreement of merger or consolidation shall otherwise
provide, provided that each Optionee shall, in such event, have the right
immediately prior to such dissolution or liquidation, or merger or consolidation
in which the Company is not the surviving corporation to exercise the Option in
whole or in part, subject to limitations on exercisability of Options under
Sections 7(e) and (f) hereof.
In the event of a change in the Common Stock as presently constituted,
which is limited to a change of all of its authorized shares with par value into
the same number of shares with a different par value or without par value, the
shares resulting from any such change shall be deemed to be Shares of Common
Stock within the meaning of the Plan.
To the extent that the foregoing adjustments relate to stock or
securities of the Company, such adjustments shall be made by the Board or
Committee, whose determination in that respect shall be final, binding and
conclusive.
Except as hereinbefore expressly provided in this Section 9, the
Optionee shall have no rights by reason of any subdivision or consolidation of
shares of stock of any class, stock split, or the payment of any stock dividend
or any other increase or decrease in the number of shares of stock of any class
or by reason of any dissolution, liquidation, merger, or consolidation or
spin-off of assets or stock of another corporation, and any issue by the Company
of shares of stock of any class or securities convertible into shares of stock
of any class, shall not affect, and no adjustment by reason thereof shall be
made with respect to, the number or price of Shares subject to the Option.
The grant of an Option pursuant to the Plan shall not affect in any way
the right or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure or to merge or
consolidate or to dissolve, liquidate, sell or transfer all or any part of its
business or assets.
10. SECURITIES LAW REQUIREMENTS. No Shares shall be issued upon the
exercise of any Option unless and until the Company has determined that: (i) it
and the Optionee have taken all actions required to register the Shares under
the Securities Act of 1933 or perfect an exemption from the registration
requirements thereof (including the furnishing by the Optionee of an appropriate
investment letter); (ii) any applicable listing requirement of any stock
exchange on which the Common Stock is listed has been satisfied; and (iii) any
other applicable provision of state or Federal law has been satisfied.
11. AMENDMENT OF THE PLAN. The Board or Committee may, insofar as
permitted by law, from time to time, with respect to any Shares at the time not
subject to Options, suspend or discontinue the Plan or revise or amend it in any
respect whatsoever except that, without approval of the shareholders of the
Company, no such revision or amendment shall:
(a) Increase the number of Shares subject to the Plan; or
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<PAGE> 7
(b) Change the designation in Section 5 of the Plan of the
class of Employees eligible to receive options.
(c) Amend this Section 11 to defeat its purpose.
12. APPLICATION OF FUNDS. The proceeds received by the Company from the
sale of Common Stock pursuant to the exercise of an Option will be used for
general corporate purposes or as otherwise determined by the Board.
13. NO OBLIGATION TO EXERCISE OPTION. The granting of an Option shall
impose no obligation upon the Optionee to exercise such Option.
14. WITHHOLDING.
(a) Nonstatutory Options. Whenever Shares are to be delivered
upon exercise of a Nonstatutory Option, the Corporation shall be entitled to
require as a condition of delivery that the Optionee remit to the Corporation an
amount sufficient to satisfy the Corporation's federal, state and local
withholding tax obligations with respect to the exercise of the Option.
(b) Incentive Stock Options. The acceptance of Shares upon
exercise of an Incentive Stock Option shall constitute an agreement by the
Optionee (unless and until the Corporation shall notify the Optionee that it is
relieved, in whole or in part, of its obligations under this Section 14(b)) (i)
to notify the Corporation if any or all of such Shares are disposed of by the
Optionee within two years from the date the Option was granted or within one
year from the date the Shares were transferred to the Optionee pursuant to this
exercise of the Option, and (ii) to remit to the Corporation, at the time of and
in the case of any such disposition, an amount sufficient to satisfy the
Corporation's federal, state and local withholding tax obligations with respect
to such disposition, whether or not, as to both (i) and (ii), the Optionee is in
the employ of the Corporation at the time of such disposition.
15. GOVERNING LAW. The Plan shall be governed by the laws of the State
of Florida.
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<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors
Pro Tech Communications, Inc.:
We consent to the incorporation by reference in the registration statement on
Form S-8 of Pro tech Communications, Inc. of our report dated December 16, 1997,
relating to the balance sheet of Pro Tech Communications, Inc. as of October 31,
1997, and the related statements of operations, stockholders' equity, and cash
flows for the year then ended, which report appears in the October 31, 1997
annual report on Form 10-KSB of Pro Tech Communications, Inc.
/s/ MORGAN, JACOBY, THURN & ASSOCIATES, P.A.
--------------------------------------------
Vero Beach, Florida
July 22, 1998
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors
Pro Tech Communications, Inc.:
We consent to the incorporation by reference in the registration statement on
Form S-8 of our report dated December 12, 1996, relating to the balance sheet of
Pro Tech Communications, Inc. as of October 31, 1996, and the related statements
of operations, stockholders' equity, and cash flows for the year then ended,
which report appears in the October 31, 1996 annual report on Form 10-KSB of Pro
Tech Communications, Inc.
/s/ KPMG Peat Marwick LLP
-------------------------
Tampa, Florida
July 31, 1998
