Registration of Securities by a Small-Business Issuer — Form SB-2
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SB-2 Registration Statement 110 527K
2: EX-1.1 Underwriting Agreement 39 132K
3: EX-1.2 Dealers Agreement 7 24K
4: EX-3.1 Articles of Incorporation 7 31K
5: EX-3.2 By-Laws 12 52K
6: EX-4.3 Warrant Agreement 34 102K
7: EX-4.4 Purchase Option 16 48K
8: EX-10.1 1996 Non-Employee Director Stock Option Plan 7 31K
11: EX-10.16 Lease Agreement 16 57K
12: EX-10.17 Lease Agreement 15 55K
13: EX-10.18 Lease Agreement 15 55K
9: EX-10.2 1996 Employee and Consultant Stock Option Plan 10 40K
14: EX-10.29 Agency and Sales Agreement 9 31K
15: EX-10.30 Requirments Agreement 9 22K
10: EX-10.5 Executive Employment Agreement Re: Benson Zinbarg 11 48K
16: EX-23.1 Consent of Independent Certified Public 1 8K
Accountants
17: EX-23.2 Consent of Law Offices of David Gordon 1 7K
EX-10.1 — 1996 Non-Employee Director Stock Option Plan
| EX-10.1 | 1st Page of 7 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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THE 1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
OF
SUN HILL INDUSTRIES, INC.
* * * * *
ARTICLE I
PURPOSE
It is the purpose of the Plan to promote the interests of the Company and
its stockholders by attracting and retaining qualified Outside Directors by
giving them the opportunity to acquire a proprietary interest in the Company and
an increased personal interest in its continued success and progress. The
Options granted hereunder shall not be qualified as "incentive stock options"
within the meaning of Section 422(b) of the Code.
ARTICLE II
DEFINITIONS
As used herein the following terms have the following meanings:
(a) "Board" means the Board of Directors of the Company.
(b) "Cause" means any act of (i) fraud upon or with respect to, (ii)
intentional misrepresentation to or with respect to, or (iii)
embezzlement, misappropriation or conversion of assets or
opportunities of, the Company or any direct or indirect
majority-owned subsidiary of the Company.
(c) A "Change in Control" shall be deemed to have taken place if (i)
any person or group of persons (as defined in Rule 13d-5 under the
Securities Exchange Act of 1934), together with its affiliates,
becomes the beneficial owner (other than directly from the Company)
of 25% or more of the voting power of the Company's then outstanding
securities entitled generally to vote for the election of directors
of the Board or (ii) the occurrence of or the approval by the
Company's stockholders of the merger or consolidation of the Company
with any other corporation, the sale of any substantial portion of
the assets of the Company or the liquidation or dissolution of the
Company unless, in the case of a merger or consolidation, the
Continuing Directors in office immediately prior to such merger or
consolidation will constitute at least two-thirds of the directors
constituting the board of directors of the surviving corporation of
such merger or consolidation and any parent (as such term is defined
in Rule 12b-2 under the Securities Exchange Act of 1934) of such
corporation.
For purposes of this subsection (c) of Article II, "Continuing
Director" shall mean any person who is a member of the Board on the
Effective Date of this
Plan or any person who subsequently becomes a member of the Board if
such person's initial nomination for election or an initial election
to the Board is recommended or approved by the Board (at a time when
at least two-thirds of the directors then serving are Continuing
Directors).
(d) "Code" means the Internal Revenue Code of 1986, as amended from
time to time.
(e) "Committee" shall mean a committee of the Board of Directors of
the Company designated by such Board to administer the Plan, which
shall consist of not less than two (2) "Non-Employee Directors," as
such term is defined in Rule 16b-3(b)(3)(i) promulgated under the
Securities Exchange Act of 1934, as amended, each having the
requisite qualifications thereunder to satisfy the requirements of
Rule 16b-3.
(f) "Common Stock" means the $.001 par value Common Stock of the
Company.
(g) "Company" means SUN HILL INDUSTRIES, INC., a Delaware
corporation.
(h) "Disability" means the inability 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.
(i) "Effective Date" means November 7, 1996
(j) "Fair Market Value" means the closing "bid" price of the
Company's Common Stock on the date in question as quoted on the
National Association of Securities Dealers Automated Quotation
System ("NASDAQ") or on any successor national stock exchange on
which the Common Stock is then traded, provided, however, that if on
the date in question there is no public market for the Company's
Shares and they are neither quoted on "NASDAQ" nor traded on a
national securities exchange, then the Committee shall, in its sole
discretion and best judgment, determine the Fair Market Value.
(k) "Holder" means an Outside Director to whom an Option has been
granted under the Plan.
(l) "Option" means any option to purchase shares of Common Stock
granted pursuant to the provisions of the Plan.
(m) "Outside Director" means an individual who (i) is now, or
hereafter becomes, a member of the Board and (ii) is a "Non-Employee
Directors" as such term is defined in Rule 16b-3(b)(3)(i)
promulgated under the Securities Exchange Act of 1934, as amended.
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(n) "Plan" means this 1996 Non-Employee Director Stock Option Plan
for Outside Directors of Sun Hill Industries, Inc.
(o) "Rule 16b-3" shall mean Rule 16b-3 promulgated by the Securities
and Exchange Commission under the Securities Exchange Act of 1934,
as amended, or any successor rule or regulation.
ARTICLE II
ADMINISTRATION
The Plan shall be administered by the Committee. The Committee shall have
no authority, discretion or power to select the participants who will receive
Options, to grant Options, to set the number of shares to be covered by any
Option, or to set the exercise price or the period within which the Options may
be exercised, or to alter any other terms or conditions specified herein, except
in the sense of administering the Plan subject to the express provisions of the
Plan and except in accordance with Section 6.02 hereof. Subject to the foregoing
limitations, the Committee shall have authority and power to adopt such rules
and regulations and to take such action as it shall consider necessary or
advisable for the administration of the Plan, and to construe, interpret and
administer the Plan. The decisions of the Committee relating to the Plan shall
be final and binding upon the Company, the Holders and all other persons. No
member of the Committee shall incur any liability by reason of any action or
determination made in good faith with respect to the Plan or any stock option
agreement entered into pursuant to the Plan.
ARTICLE IV
OPTIONS
4.01 Participation. Each Outside Director shall be granted Options to
purchase Common Stock under the Plan on the terms and conditions herein
described.
4.02 Stock Option Agreements. Each Option granted under the Plan shall be
evidenced by a written stock option agreement entered into by the Company and
the Holder to whom the Option is granted, which agreement shall include,
incorporate or conform to the following terms and conditions, and such other
terms and conditions not inconsistent therewith or with the terms and conditions
of this Plan as the Committee considers appropriate in each case:
(a) Option Grant Dates. An Option shall be granted initially as of
the Effective Date to each Outside Director who is serving the
Company as a director as of such date. Thereafter, an Option shall
be granted to each Outside Director who is serving the Company as a
director on each annual anniversary of the Effective Date (e.g.,
each November 7 thereafter). The date of grant of an Option pursuant
to the Plan shall be referred to hereinafter as the "Grant Date" of
such Option.
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(b) Number of Shares. Each Option shall entitle the Holder to
purchase, in accordance with such Option and the Plan, 5,000 shares
of Common Stock, subject to adjustment in accordance with Section
5.02 hereof.
(c) Exercise Price. The price at which each share of Common Stock
covered by an Option may be purchased shall be the Fair Market Value
of the Common Stock on the Grant Date.
(d) Exercisability and Option Period. Subject to the provisions of
paragraph (e) below:
(i) the number of whole shares of Common Stock equal to
one-half of the number of shares of Common Stock subject to
such Option shall first become exercisable immediately on the
Grant Date of the Option and the remaining shares of Common
Stock subject to such Option shall first become exercisable on
the first anniversary of the Grant Date of the Option; and
(ii) Each Option shall remain exercisable for a period of ten
years from the Grant Date of the Option (the "Option Period").
(e) Termination of Service, Death, Etc. The provisions of paragraph
(d) above to the contrary notwithstanding:
(i) If the Holder of an Option is removed from the Board for
Cause or resigns from the Board upon request of the remaining
Board members within the Option Period due to Cause, the
unexercised portion of the Option, whether or not then
exercisable, shall automatically terminate as of the effective
date of such removal or resignation;
(ii) If the Holder of an Option resigns from the Board for
reasons other than (a) cause, (b) a Change of Control or (c)
Disability prior to the date all shares subject to such Option
have become exercisable in accordance with paragraph (d)
above, the unexercisable portion of the Option shall be
forfeited upon the effective date of such resignation;
(iii) If the Holder of an Option is removed from the Board on
account of or following a Change of Control, or resigns from
the Board upon request of the remaining Board members within
the Option Period on account of or following a Change of
Control, the unexercisable portion of the Option shall become
immediately exercisable upon the effective date of such
removal or resignation;
(iv) If, within the Option Period, the Holder of an Option (A)
is not re-elected to the Board, or is removed from the Board
on account of or following a Change of Control, or resigns
from the Board upon the request of the remaining Board members
on account of or following a Change of Control or for any
reason other than Cause, (B) resigns from the Board due to
Disability or (C) dies while a Board
5
member, then the person entitled to exercise the Option may
within the 20-day period immediately following the effective
date of the removal, resignation, termination as a member of
the Board or date of death, as the case may be, retain the
Option and exercise same in accordance with its terms within
the remaining Option Period.
(f) Transferability. An Option granted under the Plan shall not be
transferable by a Holder, otherwise than by will or by the laws of
descent and distribution, and during the lifetime of the Holder the
Option shall be exercisable only by the Holder.
(g) Exercise, Payments, Etc. Each stock option agreement shall
provide that the option granted thereunder may be exercised, in
whole or in part, by the Holder at any time or (with respect to
partial exercises) from time to time during the Option Period,
subject to the provisions of the stock option agreement and the
Plan, and that the method for exercising the Option shall be by the
delivery to the Secretary of the Company of, or by sending by United
States registered or certified mail, postage prepaid, addressed to
the Company (to the attention of the Secretary) of, written notice
signed by the Holder specifying the number of shares of Common Stock
with respect to which such Option is being exercised. Such notice
shall be accompanied by the full amount of the purchase price of
such shares, in cash. Any such notice shall be deemed to have been
given on the date on which the same was deposited in a regularly
maintained receptacle for the deposit of the United States mail,
addressed and sent as above-stated. In addition to the foregoing,
promptly after demand by the Company, the exercising Holder shall
pay to the Company an amount equal to applicable withholding taxes,
if any, due in connection with such exercise. In the event of the
death of the Holder of an Option, the executor or administrator of
the Holder's estate (or anyone who shall have acquired the Option by
will or pursuant to the laws of descent and distribution) may
exercise the Option in accordance with the provisions of the stock
option agreement.
(h) Restrictions; Securities Exchange Listing. All certificates for
shares of Common Stock delivered upon the exercise of Options under
the Plan shall be subject to such stop transfer orders and other
restrictions as the Committee may deem advisable under the Plan or
the rules, regulations and other requirements of the Securities and
Exchange Commission and any applicable federal or state securities
laws, and the Committee may cause a legend or legends to be placed
on such certificates to make appropriate reference to such
restrictions. If the shares of Common Stock are traded on a national
securities exchange, the Company shall not be required to deliver
any Shares covered by an Option unless and until such Shares have
been admitted for trading on such securities exchange.
ARTICLE V
AUTHORIZED COMMON STOCK
5.01 Common Stock. The total number of shares as to which Options may be
granted pursuant to the Plan shall be 100,000 shares of the Common Stock in the
aggregate, except as such number of shares shall be adjusted from and after the
Effective Date in accordance with the provisions of Section 5.02 hereof. If any
outstanding Option under the Plan shall expire or be
5
terminated for any reason, the shares of Common Stock allocable to the
unexercised portion of such Option shall again be available for grant under the
Plan.
5.02 Adjustments Upon Changes in Common Stock. In the event the Company
shall effect a split of the Common Stock or a dividend payable in Common Stock,
or in the event the outstanding Common Stock shall be combined into a smaller
number of shares, the maximum number of shares as to which Options may be
granted under the Plan and the number of shares to be covered by any Option not
yet granted as provided in Section 4.02(b) shall be increased or decreased
proportionately. In the event that before delivery by the Company of all of the
shares of Common Stock in respect of which any Option has been granted under the
Plan, the Company shall have effected such a split, dividend or combination, the
shares still subject to the Option shall be increased or decreased
proportionately so that the aggregate Exercise Price for all the then optioned
shares shall remain the same as immediately prior to such split, dividend or
combination.
In the event of a reclassification of the Common Stock not covered by the
foregoing, or in the event of a liquidation or reorganization, including a
merger, consolidation or sale of assets, the Committee shall make such
adjustments, if any, as it may deem appropriate in the number, purchase price
and kind of shares covered by the unexercised portions of Options theretofore
granted under the Plan. The provisions of this Section 5.02 shall only be
applicable if, and only to the extent that, the application thereof does not
conflict with any valid governmental statute, regulation or rule.
ARTICLE VI
GENERAL PROVISIONS
6.01 Termination of Plan. The Plan shall terminate whenever the Board
adopts a resolution to that effect. If not sooner terminated in accordance with
the preceding sentence, the Plan shall terminate at the close of business on
November 6, 2006. After termination of the Plan, no Options shall be granted
under the Plan, but the Company shall continue to recognize, and perform its
obligations with respect to, Options previously granted.
6.02 Amendment of the Plan. The Committee may from time to time amend,
modify, suspend or terminate the Plan. Nevertheless, no such amendment,
modification, suspension or termination shall (a) impair any Options theretofore
granted under the Plan or deprive any Holder of any shares of Common Stock which
such holder might have acquired through or as a result of the Plan, or (b) be
made without the approval of the holders of a majority of the outstanding shares
of Common Stock of the Company where such change would (i) increase the total
number of shares of Common Stock as to which Options may be granted under the
Plan or decrease the exercise price at which Options may be granted under the
Plan (other than as provided in Section 5.02 hereof), (ii) materially alter the
class of persons eligible to be granted Options under the Plan, (iii) materially
increase the benefits accruing to Holders under the Plan or (iv) extend the term
of the Plan or the Option Period specified in Section 4.02(d) hereof.
Notwithstanding the foregoing, the provisions of this Plan relating to (a)
the number of shares of Common Stock covered by, and the exercise price of,
Options granted under the Plan,
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(b) the timing of grants of Options under the Plan and (c) the class of persons
eligible to be granted Options under the Plan shall not be amended more than
once every six months, other than to comport with changes in the Code,
applicable securities laws, or the rules thereunder.
6.03 Treatment of Proceeds. Proceeds from the sale of Common Stock
pursuant to Options granted under the Plan shall constitute general funds of the
Company.
6.04 Effectiveness. This Plan shall become effective as of the Effective
Date. This Plan and each Option granted or to be granted hereunder is
conditional and shall be of no force and effect, and no Option shall be
exercised, unless and until the Plan has been approved by (X) the affirmative
vote of the holders of a majority of the shares of Common Stock present, or
represented, and entitled to vote at a meeting of stockholders or (Y) by the
written consent of the holders of all of the issued and outstanding shares of
Common Stock of the Company.
6.05 Section Headings. The section headings included herein are only for
convenience, and they shall have no effect on the interpretation of the Plan.
6.06 Gender and Number. Words used in the masculine shall apply to the
feminine where applicable, and wherever the context of the Plan dictates, the
plural shall be read as the singular and the singular as the plural.
6.07 Applicable Law. All questions arising with respect to the provisions
of the Plan shall be determined by application of the laws of the State of
Connecticut except to the extent preempted by Federal law.
6.08 Effect of Securities Exchange Act of 1934. With respect to persons
subject to Section 16 of the Securities Exchange Act of 1934 (the "1934 Act"),
transactions under this Plan are intended to comply with all applicable
conditions of Rule 16b-3 or its successors under the 1934 Act. To the extent any
provision of the Plan or action by the Committee in administering the Plan fails
to so comply, it shall be deemed null and void, to the extent permitted by law
and deemed advisable by the Committee.
IN WITNESS WHEREOF, this Plan has been executed at Stamford, Connecticut
on this 7th day of November, 1996.
SUN HILL INDUSTRIES, INC.
By /s/ Benson Zinbarg
-----------------------------
Benson Zinbarg, President and
Chief Executive Officer
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Dates Referenced Herein
| Referenced-On Page |
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| This ‘SB-2’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 11/6/06 | | 6 | | | | | None on these Dates |
| Filed on: | | 11/25/96 |
| | 11/7/96 | | 2 |
| List all Filings |
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