As filed with the Securities and Exchange Commission on February 16, 1996
CONFORMED SIGNATURES WITH EXHIBITS
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ALANCO ENVIRONMENTAL RESOURCES CORPORATION
(Exact name of Registrant as specified in its charter)
ARIZONA 86-0220694
(State of Incorporation) (I.R.S. Employer ID No.)
4110 N. Scottsdale Road, Suite 200, Scottsdale, Arizona 85251
(Address of Principal Offices)
The Alanco Environmental Resources Corporation
1995 Incentive Stock Option Plan
(Full Title of the Plan)
Norman E. Meyer
Alanco Environmental Resources Corporation
4110 N. Scottsdale Road, Suite 200
Scottsdale, AZ 85251
(Name and address of Agent for Service)
(602) 874-0448
(Telephone number, including area code of Agent for Service)
CALCULATION OF REGISTRATION FEE
Title of Amount of Max. Off. Maximum Amount of
Securities Securities Price Per Aggregate Registration
Registered Registered Share (1) Offering Price Fee
- ---------- ---------- --------- ---------- -------------
Common Stock 1,000,000 3.875 3,875,000 1,336.22
(2)
(1) Estimated pursuant to Rule 457 and based upon the average of the closing
bid and asked price for the Registrant's common stock on February 15,
1996, a date within 5 business days of the filing of this Registration
Statement.
(2) Issuable upon the exercise of Options granted and to be granted pursuant
to the Plan.<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The documents containing the information related to the Alanco
Environmental Resources Corporation 1995 Incentive Stock Option Plan which is
not being filed as part of this Registration Statement (the "Registration
Statement") and documents incorporated by reference in response to Item 3 of
Part II of this Registration Statement, which taken together constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act
of 1933 (the "Securities Act") will be sent or given to a participant by the
Registrant as specified by Rule 428(b)(1) of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information.
As required by this Item, the Registrant shall provide to a participant a
written statement advising them of the availability without charge, upon
written or oral request, of documents incorporated by reference in Item 3 of
Part II hereof and of documents required to be delivered pursuant to Rule
428(b) under the Securities Act. The statement shall include the address
listing the title or department and telephone number to which the request is to
be directed.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant incorporates the following documents filed with the
Securities and Exchange Commission by reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
June 30, 1995.
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1995.
(c) All other documents filed by Registrant after the date of this
Registration Statement under Section 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, (the Exchange Act) since the end of
the fiscal year covered by the annual report referred to in (a) above.
Item 4. Description of Securities: The Registrant's no par value common stock
is listed for trading on the NASDAQ System under the symbol "ALAN".
Each share of common stock is entitled to its pro rata share of any
dividends declared by the Registrant. Each share of common stock is
entitled to one vote on all matters submitted to the stockholders.
Cumulative voting for the election of directors is permitted. There
are no other liquidation rights, preemptive rights or other rights
attached to the common stock and nor is the common stock subject to
any call, assessment or liability of the Registrant.
Item 5. Interests of Named Experts and Counsel: Not applicable.
Item 6. Indemnification of Officers and Directors.
The Registrant's Articles of Incorporation and Bylaws and the laws of the
State of Arizona provide for indemnification of directors of the Registrant who
2<PAGE>
are indemnified generally against expenses actually and reasonably incurred in
connection with proceedings, whether civil or criminal, provided that it is
determined that they acted in good faith, were not found guilty, and, in any
criminal matter, had reasonable cause to believe that their conduct was not
unlawful.
Item 7. Exemption from Registration Claimed: Not Applicable
Item 8. Exhibits.
EXHIBIT INDEX
Exhibit Page or
Number Description Method of Filing
------- ------------ ----------------
4.1 1995 Incentive Stock Option Plan Filed herewith
4.2 Form of Incentive Stock Option Filed herewith
Agreement
5 Opinion rendered by Squire, Filed herewith
Sanders & Dempsey, counsel for
the Registrant (including
consent)
23.1 Consent of Billie J. Allred, Filed herewith
Certified Public Accountant
23.2 Consent of Counsel See Exhibit 5
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 the Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(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 in the
Registration Statement;
(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 (a)(1)(i) and (a)(1)(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 by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934,
as amended that are incorporated by reference into this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new Registration Statement to the securities offered therein, and the
3<PAGE>
offering of such securities offered 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 Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 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 Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 6, 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 that matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the questions whether
such indemnification is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
4<PAGE>
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 the City of Scottsdale, State of Arizona on this 16th day
of February, 1996.
ALANCO ENVIRONMENTAL RESOURCES CORPORATION
By: Norman E. Meyer
- --------------------------------
Norman E. Meyer, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated.
NAME TITLE DATE
Kevin L. Jones Chief Financial Officer 2/15/96
------------------ Director
Kevin L. Jones
James G. Ricketts Director 2/5/96
------------------
James G. Ricketts
Larry G. Nelson Director 2/2/96
------------------
Larry G. Nelson
Peter D Van Oosterhout Director 2/8/96
------------------
Peter D. Van Oosterhout
Bradley L. Gordon Director 2/9/96
------------------
Bradley L. Gordon
Director
------------------
Robert J. Scannell
Dennis Schlegel Director 2/2/96
------------------
Dennis Schlegel
Harold S. Carpenter Director 2/9/96
------------------
Harold S. Carpenter
John Connelly Director 2/7/96
------------------
John Connelly
Steven H. Davis Director 2/6/96
------------------
Steven H. Davis
EXHIBIT 4.1
ALANCO ENVIRONMENTAL RESOURCES CORPORATION
1995 STOCK OPTION PLAN
ARTICLE I
DEFINITIONS
As used herein, terms have the meaning hereinafter set forth
unless the context should clearly indicate the contrary:
(a) "Board" shall mean the Board of Directors of the
Company, or the Executive Committee of such Board;
(b) "Business Days" shall mean for calculation purposes the
days of the week in which the New York Stock Exchange conducts and is
open for regular trading activity;
(c) "Committee" shall mean the Administrative Committee
appointed by the Board to oversee the administration of this Plan;
(d) "Company" shall mean Alanco Environmental Resources
Corporation, an Arizona corporation;
(e) "Director" shall mean a member of the Board;
(f) "Fair market value" shall mean the average of the
closing bid and asked price at which the Stock is listed in the NASDAQ
quotation system on the day an Option is granted hereunder, or in the
absence of any reported quote on such day, the first preceding day on
which there was such a quote available;
(g) "Grant" means the issuance of an Option hereunder to an
Optionee entitling such Optionee to acquire Stock on the terms and
conditions set forth in a Stock Option Agreement to be entered into
with the Optionee, "Grant" may also include a direct grant of stock;
(h) "Incentive Stock Option" shall mean a compensatory
Option provided to an employee of the Company giving him or her the
right to purchase Stock at a predetermined price under a plan that
meets certain Internal Revenue Code requirements and involves
registered stock;
(I) "Key Employee" shall mean a Company employee who in the
judgment of the Committee has the ability to positively affect the
profitability and economic well-being of the Company, part-time
employees, independent contractors, consultants and advisors
performing bonafide services to the Company shall also be deemed
employees solely for the purpose of participation under the Plan;
(j) "Option" shall mean the right granted to an Optionee to
acquire Stock of the Company pursuant to the Plan;
(k) "Optionee" shall mean an employee of the Company or a
non-employee Director of the Company to whom a Grant hereunder has
been made;
(l) "Plan" shall mean the Alanco Environmental Resources
Corporation 1995 Stock Option Plan, the terms of which are herein set
forth;
6<PAGE>
(m) "Stock" shall mean the common stock of the Company or,
in the event the outstanding shares of stock are hereafter changed
into or exchanged for shares of different stock or securities of the
Company or some other corporation, such other stock or securities;
(n) "Stock Option Agreement" shall mean the agreement
between the Company and an Optionee under which an Optionee may
acquire Stock pursuant to the Plan.
ARTICLE II
THE PLAN
2.1 NAME. The plan shall be known as the "Alanco
Environmental Resources Corporation 1995 Stock Option Plan."
2.2 PURPOSE. The purpose of the Plan is to advance the
business and development of the Company and its shareholders by
affording to the Key Employees of the Company the opportunity to
acquire a propriety interest in the Company by the grant of Options to
such persons under the terms herein set forth. By doing so, the
Company seeks to motivate, retain and attract highly competent, highly
motivated personnel whose judgment, initiative, leadership and
continued efforts will contribute to the success of the Company. The
Options to be granted hereunder are either "Incentive Stock Options"
within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended, for certain Key Employees. However, at no time will
the Plan be considered or operate as a "tandem" option plan or will
any Key employee or non-employee Director be subjected to a tandem
option provision.
2.3 EFFECTIVE DATE. The Plan shall become effective upon
its adoption by the Board of the Company. Thereafter, the Plan shall
be submitted to the shareholders of the company for approval within 12
months after the date said Plan is adopted by the Board.
2.4 TERMINATION DATE. The Plan shall terminate ten (10)
years from the date the Plan is adopted by the Board of the Company
and at such time any Options granted hereunder shall be void and of
no further force or effect.
ARTICLE III
PARTICIPANTS
Any Key Employee or non-employee Director of the Company, or of
any of its wholly owned subsidiaries, shall be eligible to be granted
an Option under the Plan. The Committee shall adopt criteria pursuant
to which Options shall be granted. The Committee may grant Options to
any eligible Key Employee or non-employee Director in accordance with
such determinations as the Committee may, from time to time, in its
sole discretion make. A Director of the Company or of a subsidiary who
is not also an employee of the Company will not be eligible to receive
an "Incentive Stock Option" pursuant to the Plan. Non-employee
Directors are only eligible for non-statutory Options which do not
qualify under Section 422 of the Internal Revenue Code, as amended.
7<PAGE>
ARTICLE IV
ADMINISTRATION
4.1 DUTIES AND POWERS OF THE COMMITTEE. The Plan shall be
administered by the Committee. Subject to the express provisions of
the Plan, the Committee shall have the sole discretion and authority
to determine from among eligible persons those to whom and the time or
times at which Options may be granted and the number of shares of
Stock to be subject to each Option. Subject to the express provisions
of the Plan, the Committee shall also have complete authority to
interpret the Plan, to prescribe, amend and rescind rules and
regulations related to it and to determine the details and provisions
of each Stock Option Agreement and to make all other determinations
necessary or advisable in the administration of the Plan.
4.2 RECORDS OF PROCEEDINGS. The Committee shall maintain
written minutes of its actions which shall be maintained among the
records of the Company.
4.3 MAJORITY. A majority of the members of the Committee
shall constitute a quorum and any action taken by a majority present
at such meeting at which a quorum is present or any action taken
without a meeting evidenced by a writing executed by all members of
the Committee shall constitute the action of the Committee.
4.4 COMPANY ASSISTANCE. The Company shall supply full and
timely information to the Committee in all matters relating to
eligible Optionees, their status, death, retirement, disability and
such other pertinent facts as the Committee may require. The Company
shall furnish the Committee with such clerical and other assistance as
is necessary in the performance of its duties. All expenses of the
Committee shall be paid by the Company.
4.5 COMPOSITION OF THE COMMITTEE. The Committee shall
consist of three (3) individuals appointed by the Board from among its
members. Appointment to the Committee shall be for a term of one (1)
year. Any individual designated and serving as a member of the
Committee shall be entitled to indemnification in relation to such
service by the Company to the fullest extent called for or permitted
by Article X of the Bylaws of the Company.
4.6 COMMITTEE AUTHORITY. If the Committee deems it
necessary or in the best interest of the Company or its shareholders,
the Committee may impose restrictions of the subsequent
transferability of Stock issued pursuant to Options to be granted
hereunder. In the event of the imposition of any such conditions, the
Stock of the Company to be issued pursuant to the exercise of an
Option shall have any such restrictions prominently displayed as a
legend on such certificate.
ARTICLE V
SHARES OF STOCK SUBJECT TO THE PLAN
5.1 LIMITATION. Subject to adjustment pursuant to the
provisions of Section 5.3 hereof, the number of shares of Stock which
may be issued and sold hereunder shall not exceed 1,000,000 shares
with a full 1,000,000 shares reserved for issuance to Key Employees
pursuant to their Incentive Stock Options. The Company shall take
such action as necessary to reserve the aforesaid number of shares for
issuance pursuant to the Plan.
8<PAGE>
5.2 OPTIONS GRANTED UNDER THE PLAN. Shares of stock with
respect to which an Option is granted hereunder, but which lapses
prior to exercise, shall be considered available for grant hereunder.
Therefore, if Options granted hereunder shall terminate for any reason
without being wholly exercised, new Options may be granted hereunder
covering the number of shares to which such terminated Options
related.
5.3 ANTI-DILUTION. In the event the
Stock subject to Options hereunder is changed into or exchanged for a
different number or kind of stock or other securities of the Company
or of another organization by reason of merger, consolidation or
reorganization, recapitalization, reclassification, combination of
shares, stock split or stock dividend;
(a) The aggregate number and kind of shares of Stock subject
to Options which may be granted hereunder shall be adjusted
appropriately;
(b) Rights under outstanding Options granted hereunder, both
as to the number of subject shares and the Option price, shall be
adjusted appropriately;
(c) Where dissolution or liquidation of the Company or any
merger or consolidation in which the Company is not a surviving
corporation is involved, each outstanding Option shall terminate and
the Optionee holding such Option shall have the right immediately
prior to such dissolution, liquidation, merger or combination to
exercise his Option, in whole or in part, to the extent that it shall
not have been exercised without regard to any installment exercise
provision.
The manner of application of the foregoing provision shall be
determined solely by the committee and any such adjustment may provide
for the elimination of fractional share interests.
ARTICLE VI
6.1 OPTIONS. Each Option granted hereunder shall be
evidenced by minutes of a meeting of or the written consent of the
Committee and by a written Stock Option Agreement dated as of the date
of grant and executed by the Company and the Optionee, which agreement
shall set forth such terms and conditions as may be determined by the
Committee consistent with the Plan.
6.2 PARTICIPATION, LIMITATIONS.
(a) Options qualifying as "incentive stock options" under
Section 422 of the Internal Revenue Code, as amended, may be granted
from time to time to Key Employees of the Company to purchase shares
of the Company's Stock.
(1) The maximum
number of shares for which an Option or Options may be granted under
the Plan to any one Key Employee shall be 100,000.
(b) Options defined as non-statutory Options which do not
satisfy the requisites of Section 422 of the Internal Revenue Code, as
amended, may not be granted under this Plan.
9<PAGE>
6.3 OPTION PRICE. The per share Option price for the stock
subject to each Option shall be determined by the Committee, but the
per share exercise price shall not be less than the fair market value
of the Stock on the date the Option is granted.
6.4 OPTION PERIOD. Each Option granted hereunder must be
granted within five (5) years from the effective date of the Plan.
The period for the exercise of each Option shall be determined by the
Committee, but in no instance shall such period exceed five (5) years
from the date of grant of the Option. The Committee may prescribe
such period after the grant of an Option which must expire before such
Option may be exercised as the Committee deems appropriate.
6.5 OPTION EXERCISE.
(a) Options granted hereunder may not be exercised until and
unless the Optionee shall meet the conditions precedent established by
the Committee for the Key Employees and the non-employee Directors.
(b) Options may be exercised by Key Employees for whole
shares only. Key Employee Optionees may exercise their Option in
whole at any time, or in part from time to time in each year on a
cumulative basis with any portion not exercised to be carried over for
exercise in subsequent years. Options shall be exercised by written
notice of intent to exercise the Option with respect to a specified
number of shares delivered to the Company at its principal office and
payment in full to the Company at said office of the amount of the
Option price for the number of shares with respect to which the
Option(s) are then being exercised.
(c) Options may be exercised by participating non-employee
Directors in whole at any time, or in part from time to time with
respect to whole shares, and can be exercised to the full extent of
his Option at any time after grant, and shall be exercised by written
notice of intent to exercise the Option with respect to a specified
number of shares delivered to its Company at its principal office and
payment in full to the Company at said office of the amount of the
Option price for the number of shares with respect to which the
Option(s) are then being exercised.
(d) No person to whom Options are granted hereunder shall
receive Options, first exercisable during any single calendar year,
for Stock, the fair market value of which (determined at the time of
the grant of the Options) exceeds $100,000.
(e) No Option may be exercised by any Optionee unless a
registration statement, such as form S-8, covering the Stock subject
thereto has been filed with and declared effective by the Securities
and Exchange Commission and an appropriate registration or exemption
therefrom, is in effect or available in the state of residence of the
exercising Optionee.
6.6 NON-TRANSFERABILITY OF OPTION. No Option or any right
relative thereto shall be transferred by an Optionee otherwise than by
will or by the laws of descent and distribution. During the lifetime
of an Optionee, the Option shall be exercisable only by him or her.
6.7 EFFECT OF DEATH OR OTHER TERMINATION OF EMPLOYMENT OR
DIRECTORSHIP.
(a) If the Key Employee's or non-employee Director's
relationship with the Company shall be terminated, with or without
10<PAGE>
cause, or by the act of the Key Employee or non-employee Director, the
Optionee's right to exercise such Options shall terminate and all
rights thereunder shall cease three (3) months after the date on which
such person's association is terminated. Provided however, that if
the Optionee shall die or become permanently and totally disabled
while employed by or serving as a non-employee Director of the
Company, as solely determined by the Committee in accordance with its
policies, then either his or her personal representatives or a
transferee under the Optionee's will or pursuant to the laws of
descent and distribution, or the disabled Optionee may exercise the
Option in full one (1) year from the date of such death or disability.
In the case of an Optionee's retirement in accordance with the
Company's established retirement policy, such Option shall remain
exercisable by the Optionee for three (3) months from the date of such
retirement.
(b) No transfer of an Option by the Optionee by will or the
laws of descent and distribution shall be effective to bind the
Company unless the Company shall have been furnished with a written
notice thereof and an authenticated copy of the will and/or such other
evidence as the Committee may deem necessary to establish the validity
of the transfer and the acceptance by the transferee or transferees of
the terms and conditions of such Option.
6.8 RIGHTS AS A SHAREHOLDER. An Optionee or a transferee
of an Option shall have no rights as a shareholder of the Company with
respect to any shares subject to any unexercised Options.
6.9 REQUIRED FILINGS. An Optionee to whom an Option is
granted under the terms of the Plan is required to file appropriate
reports with the Internal Revenue Service. As a condition of the
receipt of an Option hereunder, Optionees shall agree to make
necessary filings with the Internal Revenue Service. The Committee
shall assist and cooperate with Optionees by providing the necessary
information required for compliance of this condition.
ARTICLE VII
STOCK CERTIFICATES
The Company shall not be required to issue or deliver any certificate
for shares of Stock purchased upon the exercise of any Option granted
hereunder, or any portion thereof, prior to the obtaining of any
approval or clearance from any federal or state governmental agency
which the Committee shall, in its sole discretion, determine to be
necessary or advisable.
ARTICLE VIII
TERMINATION, AMENDMENT, OR MODIFICATION OF THE PLAN
The Board may at any time, upon recommendation of the Committee,
terminate, and may at any time and from time to time and in any
respect amend or modify the Plan. Provided, however, if the Plan has
been submitted to and approved by the shareholders of the Company no
such action by the Board may be taken without approval of the majority
of the shareholders of the Company which: (a) increases the total
number of shares of Stock subject to the Plan, except as contemplated
in Section 5.3 hereof; (b) changes the manner of determining the
Option price; or (c) withdraws the administration of the Plan from the
Committee.
11<PAGE>
ARTICLE IX
EMPLOYMENT
9.1 EMPLOYMENT. Nothing in the Plan or any Option granted
hereunder or in any Stock Option Agreement shall confer upon a non-
employee Director receiving such Option or Stock Option Agreement the
status as an employee of the Company. Further, nothing in the Plan or
any Option granted hereunder shall in any manner create in any
Optionee the right to continue their relationship with the Company or
create any vested interest in such relationship, including employment.
9.2 OTHER COMPENSATION PLANS. The adoption of the Plan
shall not effect any other stock option, incentive, or other
compensation plan in effect for the Company or any of its
subsidiaries, nor shall the Plan preclude the Company or any
subsidiary thereof from establishing any other forms of incentive or
other compensation for employees or non-employee Directors of the
Company, or any subsidiary thereof.
9.3 PLAN EFFECT. The Plan shall be binding upon the
successors and assigns of the Company.
9.4 TENSE. When used herein nouns in the singular shall
include the plural.
9.5 HEADINGS OF SECTIONS ARE NOT PART OF THE PLAN.
Headings of articles and sections hereof are inserted for convenience
and reference and constitute no part of the Plan.
Alanco Environmental Resources Corporation
By: _____________________________________________
12<PAGE>
EXHIBIT 4.2
STOCK OPTION AGREEMENT
This Agreement is made this ______ day of _______________________
, 19______, between Alanco Environmental Resources Corporation, an
Arizona corporation ("Alanco") and ___________________________________
("Employee").
WHEREAS, Employee is employed by Alanco and is one of Alanco's
Key Employees. Alanco considers it desirable and in the best interest
of Alanco and its shareholders that Employee be given an inducement to
acquire a proprietary interest in Alanco and an added incentive to
advance the interest of Alanco, such inducement and incentive being in
the form of an option (the "Option") to purchase shares of the common
stock of Alanco (the "Stock"), and
WHEREAS, the Option hereby granted is granted pursuant to the
terms and provisions of Alanco Environmental Resources Corporation
1995 Stock Option Plan adopted the______________ day of
_______________________,1995, and
WHEREAS, any capitalized term not defined herein shall have the
same meaning as defined in the Alanco Environmental Resources
Corporation 1995 Stock Option Plan, and
NOW, THEREFORE, in consideration of the premises it is agreed as
follows:
1. GRANT OF OPTION. Alanco hereby grants to employee the
right and Option to acquire ___________ shares of the Stock at a
purchase price of $ ___________________ per share, such price being
not less than the fair market value of the Stock as of the date
hereof. The Option hereby granted is to be exercised in the manner
and subject to the conditions hereinafter provided.
2. TIME OF EXERCISE OF OPTION. This Option may be
exercised by Key Employees for whole shares only. Key Employee
Optionees may exercise their Option in whole at any time, or in part
from time to time in each year on a cumulative basis commencing on the
________ day of ________________________ , 19_____, with any portion
not exercised to be carried over for exercise in subsequent years.
The right of the Employee to exercise the Option hereby granted is
conditioned upon the fact that the Employee is an employee of Alanco
or a subsidiary of Alanco as of the time of the granting of this
option and through and including the date of exercise, except in the
event of the death, disability or retirement of the Employee as
provided in Paragraph 4 hereof.
3. METHOD OF EXERCISE. This Option may be exercised by
Employee giving written notice to Alanco at its principal place of
business accompanied by a check in payment of the purchase price for
the Stock as to which the Option is being exercised. Alanco shall
make prompt delivery of such Stock, provided that if any law or
regulation requires Alanco to take any action with respect to the
Stock as to which the Option is being exercised, the date of delivery
of such Stock shall be extended for the period necessary to take such
action.
4. TERMINATION OF OPTION. Except as otherwise stated
herein, the Option hereby granted, to the extent not previously
13<PAGE>
exercised, shall terminate three (3) months after the date on which
Employee's continuous employment by Alanco is terminated, provided:
(a) That in the event of an Employee's death or
permanent and total disability while in the employ of Alanco, the
disabled Employee or his or her personal representatives may exercise
this Option in full at any time within one (1) year following the date
of an Employee's disability or death; or
(b) Three (3) months after the date on which the
Employee's continuous employment with Alanco ceases due to the
Employee's retirement from Alanco in accordance with Alanco's
established retirement policy.
5. LIMITATIONS. In accordance with the terms of Section
422 of the Internal Revenue Code of 1986, as amended, the Option
granted under this agreement is limited so that the aggregate fair
market value of the stock which an Employee may first purchase
hereunder in any calendar year does not exceed $100,000.00 based on
such fair market value as of the date of grant of the Option.
6. RECLASSIFICATION, CONSOLIDATION OR MERGER. If and to
the extent that the number of issued common shares of Alanco shall be
increased or reduced by a change in par value, split-up,
reclassification, distribution of a dividend payable in shares, or by
any similar occurrence, the number of shares subject to this Option
and the purchase price to be paid for such shares shall be
proportionately adjusted as provided in the Plan.
7. RIGHTS PRIOR TO EXERCISE OF OPTION. The Option hereby
granted is non-transferable by Employee except as otherwise provided
in Paragraph 4 hereof. During the lifetime of Employee, the Options
hereby granted shall be exercisable only by the Employee. Employee
shall have no rights as a shareholder in the shares of Stock
purchasable pursuant to Options hereunder until payment of the
purchase price and delivery.
8. RESTRICTED TRANSFERABILITY OF STOCK. Any sale or
transfer of the Stock purchased pursuant to this Option must be in
accordance with applicable federal and state securities laws.
9. BINDING EFFECT. This Agreement shall be binding upon
the heirs, executors, administrators and successors of the parties
hereto.
IN WITNESS WHEREOF, the parties have hereto caused this Agreement
to be executed as first hereinabove set forth.
Alanco Environmental Resources Corporation
By: __________________________________________________
14<PAGE>
EXHIBIT 5
Squire, Sanders & Dempsey Telephone (602)528-4000
Counsellors at Law Telecopier (602)253-8129
Two Renaissance Square
40 North Central Avenue, Suite 2700
Phoenix, Arizona 85004
February 15, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Alanco Environmental Resources Corporation
1995 Stock Option Plan
Ladies and Gentlemen:
We have acted as counsel to Alanco Environmental Resources
Corporaiton, an Arizona corporation (the "Company"), in connection
with its Registration Statement on Form S-8 (the "Registration
Statement") filed under the Securities Act of 1933 relating to the
registration of 1,000,000 shares of its Common Stock, no par value
(the "Shares"), issuable pursuant to the Company's 1995 Incentive
Stock Option Plan (the "Plan").
In that connection, we have examined such documents, corporate
records and other instruments as we have deemed necessary or
appropriate for purposes of this opinion, including the Articles of
Incorporation, and the Bylaws of the Company.
Based upon the foregoing, we are of the opinion that:
1. The Company has been duly organized and is validly existing as
a corporation under the laws of the State of Arizona.
2. The Shares, when issued and sold in accordance with the terms
of the Plan, will be validly issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
CHRISTOPHER D. JOHNSON
Christopher D. Johnson
EXHIBIT 5
15
EXHIBIT 23.1
Billie J. Allred
Certified Public Accountant
Suite 490 Southwest Business Center
4500 South Lakeshore Drive
Tempe, Arizona 85282
Tel. (602) 820-2092
Fax (602) 820-4584
January 16, 1996
I hereby consent to include my name in the S8 registration of the
Employee Stock Option Plan of Alanco Environmental Resources, Inc. It
is understood that my name will be incorporated by reference to the
corporate 10K filing as of June 30,1995.
Billie J. Allred
--------------------------
Billie J. Allred
16<PAGE>
