Pre-Effective Amendment to Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-3/A Amendment No. 1 to Registration Statement 30 143K
2: EX-4.5 Victor Wang Option Agreement 4 19K
3: EX-23.1 Consent of Goldenberg Rosenthal Friedlander 1 6K
4: EX-23.2 Consent of Mortenson and Associates, P.C. 1 6K
EX-4.5 — Victor Wang Option Agreement
| EX-4.5 | 1st Page of 4 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
|---|
Exhibit 4.5
No. of Shares Covered By Option: 100,000
Void after 5:00 p.m. Philadelphia Time on January 13, 1996
OPTION TO PURCHASE COMMON STOCK
OF
JUDICATE, INC.
This is to certify that, for value received, Victor Wang ("Holder") is
entitled to purchase, subject to the provisions of this Option, from Judicate,
Inc., a Delaware corporation ("Company"), 100,000 shares of Common Stock,
$.0001 par value, of the Company ("Common Stock"), at a price of sixty two and
one half cents ($.62 1/2) per share, or an aggregate of Sixty Two Thousand
Five Hundred Dollars ($62,500), by cash, certified check, or bank draft at any
time on or after the date hereof, to and including January 13, 1996, subject,
however, to the provisions and upon the terms and conditions hereinafter set
forth. The number of shares of Common Stock to be received upon the exercise
of this Option and the price to be paid for a share of Common Stock may be
adjusted from time to time as hereinafter set forth. The shares of Common
Stock deliverable upon such exercise, and as adjusted from time to time, are
hereinafter sometimes referred to as "Option Shares" and the exercise price of
the share of Common Stock in effect at any time and as adjusted from time to
time is hereinafter sometimes referred to as the "Exercise Price".
(a) EXERCISE OF OPTION. Subject to the provisions of the preceding
paragraph and Section (g) hereof, this Option may be exercised in whole or in
part at any time on or after the date hereof and until January 13, 1996 or, if
either such day is a day on which banking institutions in the Commonwealth of
Pennsylvania are authorized by law to close, then on the next succeeding day
which shall not be such a day, by presentation and surrender hereof to the
Company at its principal office, or at the office of its stock transfer agent,
if any, with the Purchase Form annexed hereto duly executed and accompanied by
payment of the Exercise Price for the number of shares specified in such form.
If this Option should be exercised in part only, the Company shall, upon
surrender of this Option for cancellation, execute and deliver a new Option
evidencing the rights of the Holder thereof to purchase the balance of the
shares purchasable hereunder. The term "Option" as used herein includes any
Options into which this Option may be divided or exchanged. Upon receipt by
the Company of this Option at its office, or by the stock transfer agent of
the Company at its office, in proper form for exercise, the Holder shall be
deemed to be the holder of record of the shares of Common Stock issuable upon
such exercise, provided, however, that if the date of surrender of such
Options and payments of such Exercise Price, the transfer books for the Common
Stock shall be closed, the certificates for the shares or
other securities in respect of which such Options are then exercised shall be
issuable as of the date on which such books shall next be opened and until such
date the Company shall be under no duty to deliver any certificate for such
shares or other securities and the Holder shall not be deemed to have become a
holder of record of such shares or the owner of any such other securities.
(b) RESERVATION OF SHARES. The Company hereby agrees that at all times
there shall be reserved for issuance and/or delivery upon exercise of this
Option such number of shares of its Common Stock as shall be required for
issuance and delivery upon exercise of this Option.
(c) FRACTIONAL SHARES. The Company shall not be required to issue
fractions of shares on the exercise of Options. If any fraction of a share
would, except for the provisions of this Section, be issuable on the exercise
of any Option, the Company will (1) if the fraction of a share otherwise
issuable is equal to or less than one-half, round down and issue to the Holder
only the largest whole number of shares of Common Stock to which the Holder is
otherwise entitled, or (2) if the fraction of a share otherwise issuable is
greater than one-half, round-up and issue to the Holder one additional share
of Common Stock in addition to the largest whole number of shares of Common
Stock to which the holder is otherwise entitled.
(d) NO ASSIGNMENT; LOSS OR OPTION. This Option may not be sold,
transferred or assigned. Upon receipt by the Company of evidence satisfactory
to it of the loss, theft, destruction or mutilation of this Option, and (in
the case of loss, theft or destruction) of such indemnification as the Company
may in its discretion impose, and upon surrender and cancellation of this
Option, it mutilated, the Company will execute and deliver a new Option of the
like tenor and date.
(e) RIGHTS OF THE HOLDER. The Holder shall not, by virtue hereof, be
entitled to any rights of a stockholder in the Company, either at law or
equity, and the rights of the Holder are limited to those expressed in the
Option and are not enforceable against the Company except to the extent set
forth herein.
(f) The Holder of this Option, by acceptance hereof, agrees that prior
to the disposition of the Option or of any shares of Common Stock purchased
upon the exercise hereof such Holder will give written notice to the Company,
expressing such Holder's intention of effecting such disposition, and
describing briefly such Holder's intention as to the manner of disposition.
Promptly upon receiving such notice, the Company shall present copies thereof
to its counsel. If, in the opinion of such counsel, the proposed disposition
does not require registration under the Securities Act of 1933, as then in
force (the "Act"), or any similar Federal statute then in force, of this
Option or
the shares of Common Stock issuable or issued upon the exercise of this Option,
the Company shall, as promptly as practicable, notify the Holder hereof of such
opinion, whereupon such Holder shall be entitled (subject to the provisions of
paragraph 2) to dispose of this Option or any shares theretofore issued upon the
exercise hereof, all in accordance with the terms of the notice delivered by
such Holder to the Company. If, in the reasonable opinion of such counsel, the
proposed disposition will require registration or qualification under the Act or
otherwise, the disposition shall not be effected without registration, except in
accordance with a "no action" letter form the Staff of the Securities and
Exchange Commission or other governmental authority having jurisdiction thereof
to the effect that no such registration or qualification is required.
(g) (1) The Company agrees that for a period of two (2) years following
the date hereof, if the Company intends to file a registration statement for
the public sale of its securities (excluding registration statements in
connection with mergers, acquisitions or employee option or benefit plans),
the Company will notify Holder and all holders of underlying shares of Common
Stock issuable upon the exercise of the Options (such underlying shares of
Common Stock being hereinafter referred to as the "Option Shares") at least
thirty (30) days prior to such filing and, if so requested by any Holder of
Options (and/or Option Shares) then restricted from public resale under the
Act, the Company will include in such registration statement any information
necessary to permit a public offering of such Holders' Option Shares during a
period of nine (9) months (or until the Option Shares registered thereby have
been sold and a prospectus is no longer required to be delivered with respect
thereto), and the Company will qualify the Option Shares for sale under the
"blue sky" laws of such jurisdictions as the Holders of Option Shares included
in such registration statement shall reasonably request. The cost of any such
registration statement shall be borne by the Company.
(2) In the event the Company shall fail or refuse to register the
Option Shares at the time or in the manner specified in this paragraph (1),
the Holder of Options or Option Shares shall have the right (but not the
obligation) to require the Company to repurchase any or all Options and/or
Option Shares at a price equal to the fair market value thereof. The right of
such Holder pursuant to this subparagraph (2) shall be exercised by written
notice to the Company given in the manner herein provided (the "Notice").
Payment by the Company for the Options and/or Option Shares which are subject
of the Notice shall be made within thirty (30) days following the date
thereof. For purposes hereof, the fair market value of an Option shall equal
the difference between the exercise price of such Option and the current
market value of the underlying Option Share. The current market value of
Option Shares shall be determined as follows:
(a) If the Option Shares are identical or substantially
identical to stock of the Company which is then listed on any securities
exchange, the current value thereof shall equal the average of the last sale
prices of such identical or substantially identical stock on each such
exchange on the ten business days immediately preceding the date of the
Notice;
(b) If the Option Shares are not identical or substantially
identical to stock of the Company which is listed on a securities exchange but
are identical or substantially identical to stock of the Company which is
quoted in the over-the-counter market by at least one market maker during ten
or more of the thirty business days immediately preceding the date of the
Notice, the current market value thereof shall be the highest bid price so
quoted during such thirty business day period;
(c) If the Option Shares are not listed on a securities
exchange or quoted in the over-the-counter market as set forth in (1) or (2)
above, the current value thereof shall be determined by arbitration according
to the rules then obtaining of the American Arbitration Association by a panel
of three arbitrators, one of whom shall be selected by the Company, one of
whom shall be selected by the Holder or Options or Option Shares, and the
third of whom shall be selected by the first two.
IN WITNESS WHEREOF, JUDICATE, INC. has caused this Option to be signed by
its duly authorized officers under its corporate seal this 13th day of
January, 1994.
JUDICATE, INC.
By: /s/ Stephen J. Drescher
----------------------------------
Stephen J. Drescher, President
[SEAL]
Attest:
/s/ Milton M. Adler
Secretary
[CORPORATE SEAL]
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘S-3/A’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 1/13/96 | | 1 | | | | | None on these Dates |
| Filed on: | | 11/15/95 |
| List all Filings |
↑Top
Filing Submission 0000889812-95-000688 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Thu., Apr. 25, 7:11:33.1am ET 