As filed with the Securities and Exchange Commission on September
3, 1996
Registration Statement No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
___________________
VACATION BREAK U.S.A., INC.
_____________________________________________________________
(Exact name of registrant as specified in its charter)
Florida 59-2581811
_______________________________ ______________________
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
6400 N. Andrews Avenue
Park Plaza, Suite 200
Fort Lauderdale, Florida 33309
_____________________________________________________________
(Address of Principal Executive Offices)
Vacation Break U.S.A., Inc. 1995 Stock Option Plan, as amended
Vacation Break U.S.A., Inc. Directors' Stock Option Plan
(Full title of the Plans)
___________________
Ralph P. Muller
Chairman and Chief Executive Officer
Vacation Break U.S.A., Inc.
6400 N. Andrews Avenue
Park Plaza, Suite 200
Fort Lauderdale, Florida 33309
___________________________________________________
(Name and address of agent for service)
(954) 351-8500
____________________________________________________________
(Telephone number, including area code, of agent for service)
Copy to:
Gary Epstein, Esq.
Greenberg, Traurig, Hoffman,
Lipoff, Rosen & Quentel, P.A.
1221 Brickell Avenue
Miami, Florida 33131
(305) 579-0500
Fax (305) 579-0717
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Pro- Pro-
posed posed
Title of Amount maximum maximum
Securities to be offering aggregate Amount of
to be regis- regis- price per offering registration
tered tered share (1) price(1)(2) fee
Common Stock,
$.01 par value 640,000 $ 5.00 -
shares $9.50 $3,883,000 $1,338.97
</TABLE>
__________________
(1) Estimated solely for the purpose of calculating the
registration fee.
(2) Computed in accordance with Rule 457(h) on the basis of (i)
the actual exercise price of $5.00 for an aggregate of 350,000
options to purchase Common Stock being registered, which have
already been granted under the Vacation Break U.S.A., Inc.
1995 Stock Option Plan, as amended (the "1995 Option Plan"),
(ii) the actual exercise price of $6.50 for an aggregate of
8,000 options to purchase Common Stock being registered, which
have already been granted under the Vacation Break U.S.A.,
Inc. Directors' Stock Option Plan (the "Directors Plan" and
together with the 1995 Option Plan, the "Plans") (iii) the
actual exercise price of $6.50 for an aggregate of 200,000
options to purchase Common Stock being registered, which have
already been granted under the 1995 Option Plan, (iv) the
actual exercise price of $10.50 for an aggregate of 2,000
options to purchase Common Stock being registered, which have
already been granted under the Directors Plan, and (v) the
average of the high and low sale price of the Common Stock on
August 29, 1996 with respect to 80,000 shares of Common Stock
subject to future grants of options under the Plans.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant hereby incorporates by reference into this
Registration Statement the following documents or portions thereof
as indicated:
(a) the Registrant's final prospectus dated December
21, 1995 filed pursuant to Rule 424(b) under the
Securities Act of 1933, as amended (the "Act").
(b) the Registrant's Annual Report pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), on Form 10-K for
the fiscal year ended December 31, 1995, and all
other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Exchange Act since
December 31, 1995; and
(c) the descriptions of the Registrant's Common Stock
and related matters included in the Registrant's
Registration Statement on Form 8-A (File No. 0-
27270) filed under the Exchange Act, which
incorporates by reference the information set forth
under the captions "Description of Capital Stock"
and "Dividend Policy" in the Registrant's
Registration Statement on Form S-1 (File No. 33-
92890) filed under the Act, including any
amendments to such descriptions in such
Registration Statement.
In addition, all documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold
or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated herein by reference and to be a 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.
The Registrant has authority under Section 607.0850 of
the Florida Business Corporation Act to indemnify its directors and
officers to the extent provided for in such statute. The
Registrant's Articles of Incorporation provide that the Registrant
shall indemnify its executive officers and directors to the fullest
extent permitted by law either now or hereafter. The Registrant
has also entered into an agreement with each of its directors and
certain of its officers wherein it has agreed to indemnify each of
them to the fullest extent permitted by law.
The provisions of the Florida Business Corporation Act
that authorize indemnification do not eliminate the duty of care of
a director, and in appropriate circumstances equitable remedies
such as injunctive or other forms of nonmonetary relief will remain
available under Florida's law. In addition, each director will
continue to be subject to liability for (a) violations of criminal
laws, unless the director had reasonable cause to believe his or
her conduct was lawful or had no reasonable cause to believe his or
her conduct was unlawful, (b) deriving an improper personal benefit
from a transaction, (c) voting for or assenting to an unlawful
distribution and (d) willful misconduct or conscious disregard for
the best interests of the Registrant in a proceeding by or in the
right of the Registrant to procure a judgment in its favor or in a
proceeding by or in the right of a shareholder. The statute does
not affect a director's responsibilities under any other law, such
as the federal securities laws.
At present, there is no pending litigation or proceeding
involving a director or officer of the Registrant as to which
indemnification is being sought, nor is the Registrant aware of any
threatened litigation that may result in claims for indemnification
by any officer or director.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
See "Exhibit Index" on page II-4 below.
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement 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.
(2) 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.
(3) 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.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Act, each filing of
the registrant's annual report pursuant to Section 13(a) or 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.
(c) Insofar as indemnification for liabilities arising under
the Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange 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 registrant
of expenses incurred or paid by a director, officer or controlling
person of the registrant 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 registrant 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 as expressed in
the Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Act, 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 the City of Fort
Lauderdale, State of Florida on August 8, 1996.
VACATION BREAK U.S.A., INC.
By:/s/ Ralph P. Muller
Ralph P. Muller, Chairman of
the Board and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Ralph P.
Muller and Kevin M. Sheehan his or her true and lawful attorneys-
in-fact, each acting alone, with full powers of substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign any or all amendments, including any
post-effective amendments, to this Registration Statement, and to
file the same, with exhibits thereto, and other documents to be
filed in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said
attorneys-in-fact or their substitutes, each acting alone, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Act, this Registration
Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Ralph P. Muller Chairman of the Board and August 8, 1996
Ralph P. Muller Chief Executive Officer
(principal executive
officer)
/s/ Kevin M. Sheehan President and Director August 8, 1996
Kevin M. Sheehan
/s/ Joyce North Executive Vice President August 8, 1996
Joyce North - Sales and Director
/s/ Henry M. Cairo Chief Financial Officer and August 8, 1996
Henry M. Cairo Chief Operating Officer and
Director (principal
financial officer
and principal accounting
officer)
/S/ Richard Adrey Director August 8, 1996
Richard Adrey
/s/ Ronald J. Korn Director August 8, 1996
Ronald J. Korn
/s/ Arthur Weinstein Director August 8, 1996
Arthur Weinstein
Director
Allen C. Harper
/s/Michael Kollender Director August 8, 1996
Michael Kollender
EXHIBIT INDEX
Exhibit Sequential
Number Description Page No.
4.1 Registrant's Amended and
Restated Articles of
Incorporation(1)
4.2 Registrant's Amended and
Restated Bylaws(2)
4.3 Registrant's 1995 Stock
Option Plan, as amended
4.4 Registrant's Directors'
Stock Option Plan(3)
5.1 Opinion of Greenberg, Traurig,
Hoffman, Lipoff, Rosen & Quentel,
P.A.
23.1 Consent of Coopers & Lybrand,
L.L.P.
23.2 Consent of Greenberg, Traurig,
Hoffman, Lipoff, Rosen & Quentel,
P.A. (contained in its opinion
filed as Exhibit 5.1 hereto)
24.1 Power of Attorney is included in
the Signatures section of this
Registration Statement
____________________________
(1) Incorporated by reference to Exhibit 3.1 filed with the
Registrant's Registration Statement on Form S-1 (File No. 33-
92890).
(2) Incorporated by reference to Exhibit 3.2 filed with the
Registrant's Registration Statement on Form S-1 (File No. 33-
92890).
(3) Incorporated by reference to Exhibit A of the Registrant's
Definitive Proxy Statement on Schedule 14A filed on May 3,
1996.
EXHIBIT 4.3
VACATION BREAK U.S.A., INC.
___________________________________
1995 STOCK OPTION PLAN
____________________________________
1. PURPOSE. The purpose of this Plan is to advance the
interests of VACATION BREAK U.S.A., INC., a Florida corporation
(the "Company"), by providing an additional incentive to attract
and retain qualified and competent persons who are key employees
and directors of the Company, and upon whose efforts and judgment
the success of the Company is largely dependent, through the
encouragement of stock ownership in the Company by such persons.
2. DEFINITIONS. As used herein, the following terms shall
have the meaning indicated:
(a) "Board" shall mean the Board of Directors of the
Company.
(b) "Committee" shall mean the stock option committee
appointed by the Board pursuant to Section 13 hereof or, if not
appointed, the Board.
(c) "Common Stock" shall mean the Company's Common
Stock, par value $0.01 per share.
(d) "Director" shall mean a member of the Board.
(e) "Disinterested Person" shall mean a Director who is
not, during the one year prior to his or her service as an
administrator of this Plan, or during such service, granted or
awarded equity securities pursuant to this Plan or any other plan
of the Company or any of its affiliates, except that:
(i) participation in a formula plan meeting the
conditions in paragraph (c)(2)(ii) of Rule 16b-3 promulgated under
the Securities Exchange Act shall not disqualify a Director from
being a Disinterested Person;
(ii) participation in an ongoing securities
acquisition plan meeting the conditions in paragraph (d)(2)(i) of
Rule 16b-3 promulgated under the Securities Exchange Act shall not
disqualify a Director from being a Disinterested Person; and
(iii) an election to receive an annual retainer
fee in either cash or an equivalent amount of securities, or partly
in cash and partly in securities, shall not disqualify a Director
from being a Disinterested Person.
(f) "Fair Market Value" of a Share on any date of
reference shall be the "Closing Price" (as defined below) of the
Common Stock on the business day immediately preceding such date,
unless the Committee in its sole discretion shall determine
otherwise in a fair and uniform manner. For the purpose of
determining Fair Market Value, the "Closing Price" of the Common
Stock on any business day shall be (i) if the Common Stock is
listed or admitted for trading on any United States national
securities exchange, or if actual transactions are otherwise
reported on a consolidated transaction reporting system, the last
reported sale price of Common Stock on such exchange or reporting
system, as reported in any newspaper of general circulation, (ii)
if the Common Stock is quoted on the National Association of
Securities Dealers Automated Quotations System ("NASDAQ"), or any
similar system of automated dissemination of quotations of
securities prices in common use, the mean between the closing high
bid and low asked quotations for such day of Common Stock on such
system, or (iii) if neither clause (i) or (ii) is applicable, the
mean between the high bid and low asked quotations for the Common
Stock as reported by the National Quotation Bureau, Incorporated if
at least two securities dealers have inserted both bid and asked
quotations for Common Stock on at least five of the ten preceding
days.
(g) "Incentive Stock Option" shall mean an incentive
stock option as defined in Section 422 of the Internal Revenue
Code.
(h) "Internal Revenue Code" shall mean the Internal
Revenue Code of 1986, as amended from time to time.
(i) "Non-Statutory Stock Option" shall mean an Option
which is not an Incentive Stock Option.
(j) "Officer" shall mean the Company's president,
principal financial officer, principal accounting officer and any
other person who the Company identifies as an "executive officer"
for purposes of reports or proxy materials filed by the Company
pursuant to the Securities Exchange Act.
(k) "Option" (when capitalized) shall mean any option
granted under this Plan.
(l) "Optionee" shall mean a person to whom a stock
option is granted under this Plan or any person who succeeds to the
rights of such person under this Plan by reason of the death of
such person.
(m) "Plan" shall mean this Stock Option Plan for the
Company.
(n) "Securities Exchange Act" shall mean the Securities
Exchange Act of 1934, as amended.
(o) "Share(s)" shall mean a share or shares of the
Common Stock.
3. SHARES AND OPTIONS. The Company may grant to Optionees
from time to time Options to purchase an aggregate of up to Six
Hundred Thousand (600,000) Shares from Shares held in the Company's
treasury or from authorized and unissued Shares. If any Option
granted under the Plan shall terminate, expire, or be canceled or
surrendered as to any Shares, new Options may thereafter be granted
covering such Shares. An Option granted hereunder shall be either
an Incentive Stock Option or a Non-Statutory Stock Option as deter-
mined by the Committee at the time of grant of such Option and
shall clearly state whether it is an Incentive Stock Option or Non-
Statutory Stock Option. All Incentive Stock Options shall be
granted within ten years from the effective date of this Plan.
4. DOLLAR LIMITATION. Options otherwise qualifying as
Incentive Stock Options hereunder will not be treated as Incentive
Stock Options only to the extent that the aggregate fair market
value (determined at the time the Option is granted) of the Shares,
with respect to which Options meeting the requirements of Internal
Revenue Code Section 422(b) are exercisable for the first time by
any individual during any calendar year (under all plans of the
Company), exceeds $100,000.
5. CONDITIONS FOR GRANT OF OPTIONS.
(a) Each Option shall be evidenced by an option
agreement that may contain any term deemed necessary or desirable
by the Committee, provided such terms are not inconsistent with
this Plan or any applicable law. Optionees shall be those persons
selected by the Committee from the class of all regular employees
of the Company (including Officers) and Directors of the Company,
as well as consultants and independent contractors. Any person who
files with the Committee, in a form satisfactory to the Committee,
a written waiver of eligibility to receive any Option under this
Plan shall not be eligible to receive any Option under this Plan
for the duration of such waiver.
(b) In granting Options, the Committee may take into
consideration the contribution the person has made to the success
of the Company and such other factors as the Committee shall
determine. The Committee shall also have the authority to consult
with and receive recommendations from officers and other personnel
of the Company with regard to these matters. The Committee may
from time to time in granting Options under the Plan prescribe such
other terms and conditions concerning such Options as it deems
appropriate, including, without limitation, (i) prescribing the
date or dates on which the Option becomes exercisable, (ii)
providing that the Option rights accrue or become exercisable in
installments over a period of years, or upon the attainment of
stated goals or both, or (iii) relating an Option to the continued
employment of the Optionee for a specified period of time, provided
that such terms and conditions are not more favorable to an
Optionee than those expressly permitted herein.
(c) The Options granted to employees under this Plan
shall be in addition to regular salaries, pension, life insurance
or other benefits related to their employment with the Company.
Neither the Plan nor any Option granted under the Plan shall confer
upon any person any right to employment or continuance of
employment by the Company.
(d) Notwithstanding any other provision of this Plan,
and in addition to any other requirements of this Plan, Options may
not be granted to a Director or Officer unless the grant of such
Options is authorized by, and all of the terms of such Options are
determined by, a Committee that is appointed in accordance with
Section 13 of this Plan and all of whose members are Disinterested
Persons.
(e) Notwithstanding any other provision of this Plan, no
Options may be granted to Ralph P. Muller, the Company's Chairman
of the Board and Chief Executive Officer, under this Plan.
6. OPTION PRICE. The option price per Share of any Option
shall be any price determined by the Committee but shall not be
less than the par value per Share; provided, however, that in no
event shall the option price per Share of any Incentive Stock
Option be less than the Fair Market Value of the Shares underlying
such Option on the date such Option is granted.
7. EXERCISE OF OPTIONS. An Option shall be deemed exercised
when (i) the Company has received written notice of such exercise
in accordance with the terms of the Option, (ii) full payment of
the aggregate option price of the Shares as to which the Option is
exercised has been made, and (iii) arrangements that are
satisfactory to the Committee in its sole discretion have been made
for the Optionee's payment to the Company of the amount that is
necessary for the Company employing the Optionee to withhold in
accordance with applicable Federal or state tax withholding
requirements. Unless further limited by the Committee in any
Option, the option price of any Shares purchased shall be paid in
cash, by certified or official bank check, by money order, with
Shares or by a combination of the above; provided further, however,
that the Committee in its sole discretion may accept a personal
check in full or partial payment of any Shares. If the exercise
price is paid in whole or in part with Shares, the value of the
Shares surrendered shall be their Fair Market Value on the date the
Option is exercised. The Company in its sole discretion may, on an
individual basis or pursuant to a general program established by
the Committee in connection with this Plan, lend money to an
Optionee to exercise all or a portion of an Option granted
hereunder. If the exercise price is paid in whole or part with an
Optionee's promissory note, such note shall (i) provide for full
recourse to the maker, (ii) be collateralized by the pledge of the
Shares that the Optionee purchases upon exercise of such Option,
(iii) bear interest at a rate no less than the rate of interest
payable by the Company to its principal lender, and (iv) contain
such other terms as the Committee in its sole discretion shall
require. No Optionee shall be deemed to be a holder of any Shares
subject to an Option unless and until a stock certificate or
certificates for such Shares are issued to such person(s) under the
terms of this Plan. 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 expressly provided in Section 10 hereof.
8. EXERCISABILITY OF OPTIONS. Any Option shall become
exercisable in such amounts, at such intervals and upon such terms
as the Committee shall provide in such Option, except as otherwise
provided in this Section 8.
(a) The expiration date of an Option shall be determined
by the Committee at the time of grant, but in no event shall an
Option be exercisable after the expiration of ten years from the
date of grant of the Option.
(b) Unless otherwise provided in any Option, each
outstanding Option shall become immediately fully exercisable:
(i) if there occurs any transaction (which shall
include a series of transactions occurring within 60 days or
occurring pursuant to a plan), that has the result that share-
holders of the Company immediately before such transaction cease to
own at least 51 percent of the voting stock of the Company or of
any entity that results from the participation of the Company in a
reorganization, consolidation, merger, liquidation or any other
form of corporate transaction;
(ii) if the shareholders of the Company shall
approve a plan of merger, consolidation, reorganization, liquida-
tion or dissolution in which the Company does not survive (unless
the approved merger, consolidation, reorganization, liquidation or
dissolution is subsequently abandoned); or
(iii) if the shareholders of the Company shall
approve a plan for the sale, lease, exchange or other disposition
of all or substantially all the property and assets of the Company
(unless such plan is subsequently abandoned).
(c) The Committee may in its sole discretion accelerate
the date on which any Option may be exercised and may accelerate
the vesting of any Shares subject to any Option or previously
acquired by the exercise of any Option.
(d) Options granted to Officers and Directors shall not
be exercisable until the expiration of a period of at least six
months following the date of grant.
9. TERMINATION OF OPTION PERIOD.
(a) Unless otherwise determined by the Committee in its
sole discretion upon the grant of any Non-Statutory Stock Option,
the unexercised portion of any Option shall automatically and
without notice terminate and become null and void at the time of
the earliest to occur of the following:
(i) three months after the date on which the
Optionee's employment is terminated or, in the case of a Non-
Statutory Stock Option, and unless the Committee shall otherwise
determine in writing in its sole discretion, the date on which the
Optionee's employment is terminated, in either case for any reason
other than by reason of (A) Cause, which, solely for purposes of
this Plan, shall mean the termination of the Optionee's employment
by reason of the Optionee's wilful misconduct or gross negligence,
(B) a mental or physical disability as determined by a medical
doctor satisfactory to the Committee, or (C) death;
(ii) immediately upon the termination of the
Optionee's employment for Cause;
(iii) one year after the date on which the
Optionee's employment is terminated by reason of a mental or
physical disability (within the meaning of Internal Revenue Code
Section 22(e)) as determined by a medical doctor satisfactory to
the Committee; or
(iv) (A) twelve months after the date of termination
of the Optionee's employment by reason of death of the employee, or
(B) three months after the date on which the Optionee shall die if
such death shall occur during the one year period specified in Sub-
section 9(a)(iii) hereof.
(b) The Committee in its sole discretion may by giving
written notice ("cancellation notice") cancel, effective upon the
date of the consummation of any corporate transaction described in
Subsections 8(b)(ii) or (iii) hereof, any Option that remains
unexercised on such date. Such cancellation notice shall be given
a reasonable period of time prior to the proposed date of such
cancellation and may be given either before or after approval of
such corporate transaction.
10 ADJUSTMENT OF SHARES.
(a) If at any time while the Plan is in effect or
unexercised Options are outstanding, there shall be any increase or
decrease in the number of issued and outstanding Shares through the
declaration of a stock dividend or through any recapitalization
resulting in a stock split-up, combination or exchange of Shares,
then and in such event:
(i) appropriate adjustment shall be made in the
maximum number of Shares available for grant under the Plan, so
that the same percentage of the Company's issued and outstanding
Shares shall continue to be subject to being so optioned; and
(ii) appropriate adjustment shall be made in the
number of Shares and the exercise price per Share thereof then
subject to any outstanding Option, so that the same percentage of
the Company's issued and outstanding Shares shall remain subject to
purchase at the same aggregate exercise price.
(b) Subject to the specific terms of any Option, the
Committee may change the terms of Options outstanding under this
Plan, with respect to the option price or the number of Shares
subject to the Options, or both, when, in the Committee's sole
discretion, such adjustments become appropriate by reason of a
corporate transaction described in Subsections 8(b)(ii) or (iii)
hereof.
(c) Except as otherwise expressly provided herein, the
issuance by the Company of shares of its capital stock of any
class, or securities convertible into shares of capital stock of
any class, either in connection with direct sale or upon the
exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or obligations of the Company convertible into
such shares or other securities, shall not affect, and no adjust-
ment by reason thereof shall be made with respect to the number of
or exercise price of Shares then subject to outstanding Options
granted under the Plan.
(d) Without limiting the generality of the foregoing,
the existence of outstanding Options granted under the Plan shall
not affect in any manner the right or power of the Company to make,
authorize or consummate (i) any or all adjustments, recapitaliza-
tions, reorganizations or other changes in the Company's capital
structure or its business; (ii) any merger or consolidation of the
Company; (iii) any issue by the Company of debt securities, or
preferred or preference stock that would rank above the Shares
subject to outstanding Options; (iv) the dissolution or liquidation
of the Company; (v) any sale, transfer or assignment of all or any
part of the assets or business of the Company; or (vi) any other
corporate act or proceeding, whether of a similar character or
otherwise.
11. TRANSFERABILITY OF OPTIONS. Each Option shall provide
that such Option shall not be transferable by the Optionee other-
wise than by will or the laws of descent and distribution, and each
Option shall be exercisable during the Optionee's lifetime only by
the Optionee.
12. ISSUANCE OF SHARES. As a condition of any sale or
issuance of Shares upon exercise of any Option, the Committee may
require such agreements or undertakings, if any, as the Committee
may deem necessary or advisable to assure compliance with any such
law or regulation including, but not limited to, the following:
(i) a representation and warranty by the Optionee
to the Company, at the time any Option is exercised, that he is
acquiring the Shares to be issued to him for investment and not
with a view to, or for sale in connection with, the distribution of
any such Shares; and
(ii) a representation, warranty and/or agreement to
be bound by any legends that are, in the opinion of the Committee,
necessary or appropriate to comply with the provisions of any
securities law deemed by the Committee to be applicable to the
issuance of the Shares and are endorsed upon the Share certi-
ficates.
13. ADMINISTRATION OF THE PLAN.
(a) The Plan shall be administered by the Committee,
which shall consist of not less than two Directors, each of whom
shall be Disinterested Persons to the extent required by Section
5(d) hereof. The Committee shall have all of the powers of the
Board with respect to the Plan. Any member of the Committee may be
removed at any time, with or without cause, by resolution of the
Board and any vacancy occurring in the membership of the Committee
may be filled by appointment by the Board.
(b) The Committee, from time to time, may adopt rules
and regulations for carrying out the purposes of the Plan. The
Committee's determinations and its interpretation and construction
of any provision of the Plan shall be final and conclusive.
(c) Any and all decisions or determinations of the
Committee shall be made either (i) by a majority vote of the
members of the Committee at a meeting or (ii) without a meeting by
the unanimous written approval of the members of the Committee.
14. INCENTIVE OPTIONS FOR 10% SHAREHOLDERS. Notwithstanding
any other provisions of the Plan to the contrary, an Incentive
Stock Option shall not be granted to any person owning directly or
indirectly (through attribution under Section 424(d) of the
Internal Revenue Code) at the date of grant, stock possessing more
than 10% of the total combined voting power of all classes of stock
of the Company (or of its subsidiary (as defined in Section 424 of
the Internal Revenue Code) at the date of grant) unless the option
price of such Option is at least 110% of the Fair Market Value of
the Shares subject to such Option on the date the Option is
granted, and such Option by its terms is not exercisable after the
expiration of five years from the date such Option is granted.
15. INTERPRETATION.
(a) The Plan shall be administered and interpreted so
that all Incentive Stock Options granted under the Plan will
qualify as Incentive Stock Options under section 422 of the
Internal Revenue Code. If any provision of the Plan should be held
invalid for the granting of Incentive Stock Options or illegal for
any reason, such determination shall not affect the remaining
provisions hereof, but instead the Plan shall be construed and
enforced as if such provision had never been included in the Plan.
(b) This Plan shall be governed by the laws of the State
of Florida.
(c) Headings contained in this Plan are for convenience
only and shall in no manner be construed as part of this Plan.
(d) Any reference to the masculine, feminine, or neuter
gender shall be a reference to such other gender as is appropriate.
16. AMENDMENT AND DISCONTINUATION OF THE PLAN. Either the
Board or the Committee may from time to time amend the Plan or any
Option; provided, however, that, except to the extent provided in
Section 10, no such amendment may, without approval by the
shareholders of the Company, (a) materially increase the benefits
accruing to participants under the Plan, (b) materially increase
the number of securities which may be issued under the Plan, or (c)
materially modify the requirements as to eligibility for
participation in the Plan; and provided further, that, except to
the extent provided in Section 9, no amendment or suspension of the
Plan or any Option issued hereunder shall substantially impair any
Option previously granted to any Optionee without the consent of
such Optionee.
17. EFFECTIVE DATE AND TERMINATION DATE. The effective date
of the Plan is the date on which the Board adopts this Plan, and
the Plan shall terminate on the 10th anniversary of the effective
date.
AMENDMENT TO VACATION BREAK U.S.A., INC.
1995 STOCK OPTION PLAN
THIS AMENDMENT to the Vacation Break U.S.A., Inc. 1995 Stock
Option Plan is made as of this 8th day of August, 1996 by Vacation
Break U.S.A., Inc.
W I T N E S S E T H
WHEREAS, effective as of December 27, 1995, VACATION BREAK
U.S.A., INC. (the "Company") adopted the VACATION BREAK U.S.A.,
INC. 1995 STOCK OPTION PLAN (the "Plan"); and
WHEREAS, the Board of Directors of the Company (the "Board")
desires to amend the Plan in order to provide for, among other
things, certain changes in the manner in which options may be
exercised by optionees;
WHEREAS, approval of the Company's shareholders is not
required in order to make said amendments to the Plan;
NOW, THEREFORE, effective as of August 8, 1996, the Plan is
hereby amended as follows:
1. OPERATIVE AMENDMENTS:
A. Section 7 of the Plan is hereby deleted in its
entirety and the following shall be inserted as new Section 7 of
the Plan:
7. EXERCISE OF OPTIONS.
(a) An Option shall be deemed exercised
when (i) the Company has received written notice of such
exercise in accordance with the terms of the Option, (ii)
full payment of the aggregate option price of the Shares
as to which the Option is exercised has been made, and
(iii) arrangements that are satisfactory to the Committee
in its sole discretion have been made for the Optionee's
payment to the Company of the amount that is necessary
for the Company employing the Optionee to withhold in
accordance with applicable Federal or state tax
withholding requirements.
(b) Unless further limited by the
Committee in any Option, the option price of any Shares
purchased shall be paid in cash, by certified or official
bank check, by money order, with Shares or by a
combination of the above; provided further, however, that
the Committee in its sole discretion may accept a
personal check in full or partial payment of any Shares.
If the exercise price is paid in whole or in part with
Shares, the value of the Shares surrendered shall be
their Fair Market Value on the date the Option is
exercised. In addition, full payment for any Shares
purchased may be effected through a broker-dealer sale
and remittance procedure pursuant to which the Optionee
shall concurrently provide irrevocable written
instructions (i) to the Company designated brokerage firm
to effect the immediate sale of the purchased Shares and
remit to the Company, out of the sale proceeds available
on the settlement date, sufficient funds to satisfy in
full the aggregate option price payable for the purchased
Shares plus all applicable Federal, state and local
income and employment taxes required to be withheld in
connection with such purchase and (ii) to the Company to
deliver the certificates for the purchased Shares
directly to such brokerage firm in order to complete the
sale transaction. Additionally, the Company in its sole
discretion may, on an individual basis or pursuant to a
general program established by the Committee in
connection with this Plan, lend money to an Optionee to
exercise all or a portion of an Option granted hereunder.
If the exercise price is paid in whole or part with an
Optionee's promissory note, such note shall (i) provide
for full recourse to the maker, (ii) be collateralized by
the pledge of the Shares that the Optionee purchases upon
exercise of such Option, (iii) bear interest at a rate no
less than the rate of interest payable by the Company to
its principal lender, and (iv) contain such other terms
as the Committee in its sole discretion shall require.
(c) No Optionee shall be deemed to be a
holder of any Shares subject to an Option unless and
until a stock certificate or certificates for such Shares
are issued to such person(s) under the terms of this
Plan. 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 expressly provided in
Section 10 hereof.
(B) Section 9(a) of the Plan is hereby deleted in
its entirety and the following shall be inserted as new Section
9(a) of the Plan:
9. TERMINATION OF OPTION PERIOD.
(a) The unexercised portion of any Option
shall automatically and without notice terminate and become null
and void at the time of the earliest to occur of the following:
(i)three months after the date on which
the Optionee's employment is terminated for any reason other than
by reason of (A) Cause, which, solely for purposes of this Plan,
shall mean the termination of the Optionee's employment by reason
of the Optionee's wilful misconduct or gross negligence, (B) a
mental or physical disability as determined by a medical doctor
satisfactory to the Committee, or (C) death;
(ii)immediately upon the termination of
the Optionee's employment for Cause;
(iii) twelve months after the date on
which the Optionee's employment is terminated by reason of a mental
or physical disability (within the meaning of Section 22(e) of the
Code) as determined by a medical doctor satisfactory to the
Committee;
(iv)(A) twelve months after the date of
termination of the Optionee's employment by reason of death of the
employee, or (B) three months after the date on which the Optionee
shall die if such death shall occur during the one year period
specified in Subsection 9(a)(iii) hereof.
2. OTHER TERMS AND PROVISIONS. Except as otherwise
specifically amended hereunder, all other terms and conditions of
the Plan shall remain in full force and effect. Unless otherwise
expressly stated herein to the contrary, all capitalized terms used
herein shall have the meanings ascribed to them in the Plan.
EXHIBIT 5.1
September 3, 1996
Vacation Break U.S.A., Inc.
6400 North Andrews Avenue
Park Plaza, Suite 200
Fort Lauderdale, Florida 33309
Gentlemen:
We have acted as counsel to Vacation Break U.S.A., Inc., a
Florida corporation (the "Company"), and have reviewed the
Company's Registration Statement on Form S-8 (the "Registration
Statement"), covering an aggregate of 640,000 shares of the
Company's authorized but unissued common stock, par value $.01 per
share (the "Common Stock"), issuable pursuant to stock options
granted pursuant to the Company's 1995 Stock Option Plan, as
amended, and Directors' Stock Option Plan (collectively, the
"Plans"). It is our opinion that the shares of Common Stock
issuable under the Plans, when issued in accordance with the terms
of the Plans, will be validly issued, fully paid and non-
assessable.
We hereby consent to the use of this opinion in the
Registration Statement. In giving such consent, we do not admit
that we come within the category of persons whose consent is
required by Section 7 of the Securities Act of 1933, as amended, or
the rules and regulations of the Securities and Exchange Commission
promulgated thereunder.
Very truly yours,
/s/ GREENBERG, TRAURIG, HOFFMAN,
LIPOFF, ROSEN & QUENTEL, P.A.
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of Vacation Break U.S.A., Inc. on Form S-8 of our report
dated March 15, 1996, on our audits of the financial statements and
financial statement schedule of Vacation Break U.S.A., Inc. as of
and for the year ended December 31, 1995.
Coopers & Lybrand L.L.P.
Ft. Lauderdale, Florida
September 3, 1996
