-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Fk4j0sYHvUK9iCpX3K11+Xgtjw1vaEd+DfwYBYqGLDCpHrNLhyTumJyuEQSd7b2J KNNDqd6i+4qdDOVTdQ8K5Q== 0000950144-99-002596.txt : 19990315 0000950144-99-002596.hdr.sgml : 19990315 ACCESSION NUMBER: 0000950144-99-002596 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990312 GROUP MEMBERS: CAROLINE WEISS KYRIOPOULOS GROUP MEMBERS: CHARLES G WEISS GROUP MEMBERS: WEISS ARTHUR G SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PROACTIVE TECHNOLOGIES INC CENTRAL INDEX KEY: 0000722839 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 232265039 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-35710 FILM NUMBER: 99564462 BUSINESS ADDRESS: STREET 1: 7118 BEECH RIDGE TRAIL STREET 2: STE 402 CITY: TALLAHASSEE STATE: FL ZIP: 32312 BUSINESS PHONE: 9046685800 MAIL ADDRESS: STREET 1: 7118 BEECH RIDGE TRAIL STREET 2: SUITE 402 CITY: TALLAHASSEE STATE: FL ZIP: 32312 FORMER COMPANY: FORMER CONFORMED NAME: KEYSTONE MEDICAL CORPORATION DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: KEYSTONE MEDICAL CORP INC DATE OF NAME CHANGE: 19910103 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WEISS ARTHUR G CENTRAL INDEX KEY: 0001076493 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3343 PEACHTREE ROAD NE STREET 2: #530 CITY: ATLANTA STATE: GA ZIP: 30326 BUSINESS PHONE: 4042404062 MAIL ADDRESS: STREET 1: 3343 PEACHTREE ROAD NE STREET 2: #530 CITY: ATLANTA STATE: GA ZIP: 30326 SC 13D/A 1 PROACTIVE TECHNOLOGIES INC 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A (RULE 13D-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* Proactive Technologies, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.04 par value per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 74266 K307 - -------------------------------------------------------------------------------- (CUSIP Number) Edward J. Hardin Rogers & Hardin, LLP 2700 International Tower, Peachtree Center 229 Peachtree Street, N.E. Atlanta, Georgia 30303-1601 Tel No.: 404-522-4700 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 6, 1998 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 8 Pages) - ---------------- *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 - ---------------------------- --------------------------- CUSIP NO. 74266K307 PAGE 2 OF 7 PAGES -------------- - - - ---------------------------- --------------------------- SCHEDULE 13D - ------------------------------------ ------------------------ CUSIP NO. 74266K307 PAGE 2 OF 7 PAGES ---------------------- - - - ------------------------------------ ------------------------ - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Arthur G. Weiss - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* 00 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 2,250,000 (1) BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH --------------------------------------------------------------- 8 SHARED VOTING POWER 0 --------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 2,250,000 (1) --------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,250,000 (1) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.6% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- (1) Includes 700,000 shares which the Reporting Person has the right to acquire after May 11, 1999 pursuant to options granted to the Reporting Person (discussed in Item 6 below). - -------------------------------------------------------------------------------- 3 - ------------------------------------ ------------------------ CUSIP NO. 74266K307 PAGE 3 OF 7 PAGES ---------------------- - - - ------------------------------------ ------------------------ - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Caroline Weiss Kyriopoulos - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* 00 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 1,775,000 (1) BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH --------------------------------------------------------------- 8 SHARED VOTING POWER 0 --------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 1,775,000 (1) --------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,775,000 (1) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.8% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- (1) Includes 1,000,000 shares of Common Stock which the Reporting Person has the right to acquire pursuant to the Option Agreement (discussed in Item 5(c) below). 4 - ------------------------------------ ------------------------ CUSIP NO. 74266K307 PAGE 4 OF 7 PAGES ---------------------- - - - ------------------------------------ ------------------------ - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Charles G. Weiss - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* 00 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 775,000 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH --------------------------------------------------------------- 8 SHARED VOTING POWER 0 --------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 775,000 --------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 775,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- 5 - ------------------------------------ ------------------------ CUSIP NO. 74266K307 PAGE 5 OF 7 PAGES ---------------------- - - - ------------------------------------ ------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 AMENDMENT NO. 1 TO SCHEDULE 13D This Amendment No. 1 to Schedule 13D relates to the shares of common stock, $.04 par value per share (the "Common Stock"), of Proactive Technologies, Inc. (the "Issuer"). Items 2,4,5,6 and 7 of the Schedule 13D filed by Arthur G. Weiss, Caroline Weiss Kyriopoulos and Charles G. Weiss (each a "Reporting Person" and together the "Reporting Persons") are amended as set forth below. ITEM 1. SECURITY AND ISSUER The title of the class of equity securities to which this Schedule relates is common stock, par value $0.04 per share ("Common Stock"), issued by Proactive Technologies, Inc. (the "Company"), the principal executive offices of which are located at 3343 Peachtree Road, N.E., Suite 530, Atlanta, Georgia 30326. ITEM 2. IDENTITY AND BACKGROUND Item 2 is amended to delete paragraphs 2(b) and 3(b) and to include the following: (b) Caroline Weiss Kyriopoulos' address is 330 Commerce Street, Nashville, Tennessee. Charles G. Weiss' address is Oxford University, 92 Great Clarendon Street, Oxford, United Kingdom 0426A7. ITEM 4. PURPOSE OF THE TRANSACTION Item 4(d) is deleted and replaced with the following: (d) Arthur Weiss is Chairman of the Board of Directors of the Company. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Items 5(a), 5(b) and 5(c) are amended to include the following language: (a) Arthur G. Weiss is the beneficial owner of 2,250,000 shares of Common Stock (approximately 9.6%), 700,000 of such shares are shares which the Reporting Person has the right to acquire after May 11, 1999 pursuant to options granted to him (discussed in Item 6 hereof) to acquire shares from the Company. The percentage of outstanding shares of Common Stock for Arthur G. Weiss has been computed based on the total outstanding shares of Common Stock as of February 11, 1999 as indicated in the Company's Form 10QSB for the period ending December 31, 1998, plus 2,000,000 shares subsequently issued by the Company plus the 700,000 shares that are subject to the options and are not currently outstanding. 6 - ------------------------------------ ------------------------ CUSIP NO. 74266K307 PAGE 6 OF 7 PAGES ---------------------- - - - ------------------------------------ ------------------------ Caroline Weiss Kyriopoulos is the beneficial owner of 1,775,000 shares of Common Stock (approximately 7.8%) including 1,000,000 shares of Common Stock which she has the right to acquire pursuant to an immediately exercisable option (described in Item 5(c) hereof) to acquire shares from Mark A. Conner. The percentage of outstanding shares of Common Stock for Caroline Weiss Kyriopoulos has been computed based on the total outstanding shares of Common Stock as of February 11, 1998 as indicated in the Company's 10QSB for the period ending December 31, 1998, plus 2,000,000 shares subsequently issued by the Company. Charles G. Weiss is the beneficial owner of 775,000 shares of Common Stock (approximately 3.4%). The percentage of outstanding shares of Common Stock for Charles G. Weiss has been computed based on the total outstanding shares of Common Stock as of February 11, 1998 as indicated in the Company's 10QSB for the period ending December 31, 1998, plus 2,000,000 shares subsequently issued by the Company. Caroline Weiss Kyriopoulos and Charles G. Weiss are the adult children of Arthur G. Weiss. Each of Arthur G. Weiss, Caroline Weiss Kyriopoulos and Charles G. Weiss disclaim any beneficial ownership of the shares of Common Stock owned by the others. The Reporting Persons acquired an aggregate of 3,100,000 shares of Common Stock pursuant to the terms of the Reorganization Agreement in exchange for their ownership interests in West Side Investors, Inc., but none of the Reporting Persons currently has any agreement for the purpose of acquiring, holding, voting or disposing of any shares of Common Stock with either of the other Reporting Persons. (b) Arthur G. Weiss has the direct power to vote and direct the disposition of 2,250,000 shares of Common Stock. Caroline Weiss Kyriopoulos has the direct power to vote and direct the disposition of 775,000 shares of Common Stock and has the power to direct the disposition of the Option Agreement, but Mark Conner retains the direct power to vote the shares subject to the Option Agreement until such time as the option is exercised. Charles G. Weiss has the direct power to vote and direct the disposition of 775,000 shares of Common Stock. (c) On March 6, 1999, Carolyn Weiss Kyriopoulos entered into a Common Stock Purchase Option (the "Option Agreement") pursuant to which she acquired an immediately exercisable option to purchase up to 1,000,000 shares of Common Stock from Mark A. Conner with an exercise price of $0.65 per share. The option expires on September 30, 1999. See "Exhibit 99.3 - Common Stock Purchase Option". (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Item 6 is amended to include the following language: See Item 5(c) In addition, the Company has granted to Arthur G. Weiss options to purchase up to 700,000 shares at an exercise price of $0.4375 per share. The options are exercisable after May 11, 1999. The options expire on February 11, 1999. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Item 7 is amended to include the following Exhibit: 99.3 Common Stock Purchase Option 7 - ------------------------------------ ------------------------ CUSIP NO. 74266K307 PAGE 7 OF 7 PAGES ---------------------- - - - ------------------------------------ ------------------------ SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: MARCH 12, 1999 By: /s/ ARTHUR G. WEISS --------------------- ----------------------------------- Arthur G. Weiss Dated: MARCH 12, 1999 By: /s/ ARTHUR G. WEISS, ATTORNEY IN --------------------- ----------------------------------- FACT ----------------------------------- CAROLINE WEISS KYRIOPOULOS ----------------------------------- Arthur G. Weiss, Attorney in Fact Caroline Weiss Kyriopoulos Dated: MARCH 12, 1999 By: /s/ ARTHUR G. WEISS, ATTORNEY IN --------------------- ----------------------------------- FACT ----------------------------------- CHARLES G. WEISS ----------------------------------- Arthur G. Weiss, Attorney in Fact Charles G. Weiss EX-99.3 2 COMMON STOCK PURCHASE PLAN 1 EXHIBIT 99.3 NEITHER THIS OPTION NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW AND NEITHER MAY BE SOLD OR OTHERWISE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) THE COMPANY SHALL HAVE RECEIVED A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. ------------------------- COMMON STOCK PURCHASE OPTION ------------------ Original Issue Date: March 2, 1999 THIS CERTIFIES THAT, FOR VALUE RECEIVED, the undersigned Caroline A. Weiss or assigns (the "Holder") is entitled to purchase, on the terms and conditions hereinafter set forth, One Million (1,000,000) shares of the Common Stock, $.04 par value (the "Common Stock"), of Proactive Technologies, Inc., a Delaware corporation (the "Company"), at an exercise price of $.65 per share (the "Exercise Price"), from Mark A. Conner ("Grantor"). Each share of Common Stock as to which this Option is exercisable is a "Option Share", and all such shares are collectively referred to as the "Option Shares." SECTION 1. EXERCISE OF OPTION. (a) This Option may be exercised in whole or in part, from time to time, on and after the Original Issue Date, and on or before 5:00 p.m., Eastern Time on September 30, 1999 (the "Expiration Date"), by delivery to the Grantor at Grantor's office at: Tallahassee, Florida, of (i) a written notice in the form of the Notice of Exercise attached hereto, properly executed and completed by or on behalf of the Holder, (ii) a check payable to the order of the Grantor, in an amount equal to the product of the Exercise Price multiplied by the number of Option Shares specified in the Exercise Notice, and (iii) this Option (the items specified in (i), (ii), and (iii) are collectively the "Exercise Materials"). (b) Upon timely receipt of the Exercise Materials, the Grantor shall, as promptly as practicable, and in any event within three (3) business days after Grantor's receipt of the Exercise Materials, cause to be executed and delivered to Holder a certificate or certificates representing the number of Option Shares specified in the Exercise Notice, together with cash in lieu of any fraction of a share, as hereinafter provided, and, (x) if the Option is exercised in full, a copy of this Option marked "Exercised," or (y) if the Option is partially exercised, a copy of this Option marked "Partially Exercised" together with a new Option on the same terms for the unexercised balance of the Option Shares. All of the certificates evidencing Option Shares shall bear the legend set forth in Section 4 hereof. The stock certificate or certificates shall be registered in the name of the Holder of this Option or such other name as shall be designated in 2 the Exercise Notice. As between Holder and Grantee, the date on which the Option shall be deemed to have been exercised (the "Exercise Date"), and the date the person in whose name any certificate for Option Shares is issued shall be deemed to have become the holder of record of such shares, shall be the date the Grantor receives the Exercise Materials, irrespective of the date of delivery by Grantor or the Company of a certificate or certificates evidencing the Option Shares to Holder. (c) All shares of Common Stock delivered by Grantor upon the exercise of this Option will, upon issuance, be fully paid and nonassessable and free from all taxes, liens, and charges with respect thereto. SECTION 2. ADJUSTMENTS TO OPTION SHARES. The number of Option Shares issuable upon the exercise hereof shall be subject to adjustment as follows: (a) In the event the Company is a party to a consolidation, share exchange, or merger, or the sale of all or substantially all of the assets of the Company to, any person, or in the case of any consolidation or merger of another corporation into the Company in which the Company is the surviving corporation, and in which there is a reclassification or change of the shares of Common Stock of the Company, this Option shall after such consolidation, share exchange, merger, or sale be exercisable for the kind and number of securities or amount and kind of property of the Company or the corporation or other entity resulting from such share exchange, merger, or consolidation, or which such sale shall be made, as the case may be (the "Successor Company"), to which a holder of the number of shares of Common Stock deliverable upon the exercise (immediately prior to the time of such consolidation, share exchange, merger, or sale) of this Option would have been entitled upon such consolidation, share exchange, merger, or sale; and in any such case appropriate adjustments shall be made in the application of the provisions set forth herein with respect to the rights and interest of the Holder of this Option, such that the provisions set forth herein shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to the number and kind of securities or the type and amount of property thereafter deliverable upon the exercise of this Option. The above provisions shall similarly apply to successive consolidations, share exchanges, mergers, and sales. Any adjustment required by this Section 2(a) because of a consolidation, share exchange, merger, or sale shall be set forth in an undertaking delivered to the Holder of this Option and executed by the Grantor which provides that the Holder of this Option shall have the right to exercise this Option for the kind and number of securities or amount and kind of property of the Successor Company or to which the holder of a number of shares of Common Stock deliverable upon exercise (immediately prior to the time of such consolidation, share exchange, merger, or sale) of this Option would have been entitled upon such consolidation, share exchange, merger, or sale. Such undertaking shall also provide for future adjustments to the number of Option Shares and the Exercise Price in accordance with the provisions set forth in this Section 2. (b) In the event the Company should at any time, or from time to time after the Original Issue Date, fix a record date for the effectuation of a stock split or subdivision of the outstanding shares of Common Stock or the determination of holders of Common Stock 2 3 entitled to receive a dividend or other distribution payable in additional shares of Common Stock, or securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly, additional shares of Common Stock (hereinafter referred to as "Common Stock Equivalents") without payment of any consideration by such holder for the additional shares of Common Stock or the Common Stock Equivalents (including the additional shares of Common Stock issuable upon exercise or exercise thereof), then, as of such record date (or the date of such dividend, distribution, split, or subdivision if no record date is fixed), the number of Option Shares deliverable upon the exercise hereof shall be proportionately increased and the Exercise Price shall be appropriately decreased by the same proportion as the increase in the number of outstanding Common Stock Equivalents of the Company resulting from the dividend, distribution, split, or subdivision. (c) In the event the Company should at any time or from time to time after the Original Issue Date, fix a record date for the effectuation of a reverse stock split, or a transaction having a similar effect on the number of outstanding shares of Common Stock of the Company, then, as of such record date (or the date of such reverse stock split or similar transaction if no record date is fixed), the number of Option Shares deliverable upon the exercise hereof shall be proportionately decreased and the Exercise Price shall be appropriately increased by the same proportion as the decrease of the number of outstanding Common Stock Equivalents resulting from the reverse stock split or similar transaction. (d) In the event the Company should at any time or from time to time after the Original Issue Date, fix a record date for a reclassification of its Common Stock, then, as of such record date (or the date of the reclassification if no record date is set), this Option shall thereafter be convertible into such number and kind of securities as would have been deliverable as the result of such reclassification to a holder of a number of shares of Common Stock equal to the number of Option Shares deliverable upon exercise of this Option immediately prior to such reclassification, and the Exercise Price shall be unchanged. (e) When any adjustment is required to be made in the number or kind of shares purchasable upon exercise of this Option, or in the Exercise Price, the Grantor shall promptly notify the Holder of such event and of the number of shares of Common Stock or other securities or property thereafter purchasable upon exercise of this Option and of the Exercise Price, together with the computation resulting in such adjustment. (f) The Grantee covenants and agrees that all Option Shares which may be issued will, upon delivery, be validly issued, fully paid and non-assessable. SECTION 3. GRANTOR REPRESENTATIONS. (a) Grantor now has and on each Option Exercise Date will have valid marketable title to the Option Shares free and clear of any pledge, lien, security interest, encumbrance, claim or equitable interest other than pursuant to this agreement; upon delivery of such Option Shares hereunder and payment of the purchase price as herein contemplated Holder will obtain valid marketable title to the Option Shares free and clear of any pledge, lien, security interest, 3 4 encumbrance, claim or equitable interest, including any liability for estate or inheritance taxes, or any liability to or claims of any creditor, devisee legatee or beneficiary of Grantor. (b) All consents, approvals, authorizations and orders required for the execution and delivery by Grantor of this agreement and the sale and delivery of the Option Shares to be sold by Grantor pursuant to this Agreement have been obtained and are in full force and effect, and Grantor has full legal right, power, authority and enter into and perform Grantor's obligation under this agreement and to sell, assign, transfer and deliver the Option Shares to be sold by Grantor hereunder. (c) This agreement has been duly executed and delivered by Grantor and is a valid and binding agreement of Grantor, enforceable in accordance with its terms, except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors' priced generally or by general equitable principles; and the performance of this agreement with consummation of the transaction herein contemplated will not result in a material breach or a violation of any of the terms and provisions of or constitute a default under any material bond, debenture, note or other evidence of indebtedness, or under any material contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which Grantor's a party or which by Grantor or any of the options shares to be sold hereunder may be bound or, result in any violation of any law or order, rule, regulation, writ, injunction, judgment or decree of any court, government or governmental agency or body, domestic or foreign, having jurisdiction over Grantor or properties of Grantor. (d) Grantor has reviewed all of the filings made by the company with the Securities and Exchange Commission in the last 12 months. There are no material misstatements or omissions in any such filings. SECTION 4. TRANSFER OF SECURITIES. (a) This Option and the Option Shares and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon, or otherwise, shall not be transferable except upon compliance with the provisions of the Securities Act of 1933, as amended (the "Securities Act") and applicable state securities laws with respect to the transfer of such securities. The Holder of this Option, by acceptance of this Option, agrees to be bound by the provisions of Sections 4 and 5 and to indemnify and hold harmless the Grantor against any loss or liability arising from the disposition of this Option or the Option Shares issuable upon exercise hereof or any interest in either thereof in violation of the provisions of this Option. (b) Each certificate for the Option Shares and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon or otherwise, and each certificate for any such securities issued to subsequent transferees of any such certificate (unless otherwise permitted by the provisions hereof) shall be stamped or otherwise imprinted with a legend in substantially the following form: 4 5 Legend for Option Shares or other shares of capital stock: NEITHER THIS OPTION NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW AND NEITHER MAY BE SOLD OR OTHERWISE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) THE COMPANY SHALL HAVE RECEIVED A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. (c) Holder recognizes and understands that this Option and the Option Shares have not been and may not be in the future registered under the Securities Act of 1933, as amended (the "Act"), the Georgia Securities Act of 1973, as amended (the "Georgia Act"), or any other state securities law. Any transfer of this Option (and once exercised, the Option Shares) may not be recognized by the Company unless such transfer is registered under the Act, the Georgia Act, and any other applicable state securities laws or effected pursuant to an exemption from such registration which may then be available. Any share certificates representing the Option Shares may be stamped with legends restricting transfer thereof in accordance with the Company's policy with respect to unregistered shares of its Common Stock. (d) Holder is acquiring this Option solely for Holder's own account for investment and not with a view to or for sale or distribution of the Option or any Option Shares and not with any present intention of selling, offering to sell, or otherwise disposing of or distributing the option or any Option Shares. The entire legal and beneficial interest of the option and the Option Shares are for and will be held for the account of the Holder only and neither in whole not in part for any other person. SECTION 5. MISCELLANEOUS. (a) The terms of this Option shall be binding upon and shall inure to the benefit of any successors or assigns of the Grantor and the holder or holders hereof and of the Common Stock issued or issuable upon the exercise hereof. (b) Except as otherwise provided herein, this Option and all rights hereunder are transferable by the Holder in person or by duly authorized attorney upon surrender of this Option, properly endorsed, to the Grantor. The Grantor may deem and treat the Holder of this Option at any time as the absolute owner hereof for all purposes and shall not be affected by any notice to the contrary. (c) Notwithstanding any provision herein to the contrary, the holder hereof may not exercise, sell, transfer or otherwise assign this Option unless the Grantor and the Company are provided with an opinion of counsel reasonably satisfactory in form and substance to the Grantor, to the effect that such exercise, sale, transfer or assignment would not violate the Securities Act or applicable state securities laws. 5 6 (d) This Option may be divided into separate Options covering one share of the Common Stock or any whole multiple thereof, for the total number of shares of Common Stock then subject to this Option at any time, or from time to time, upon the request of the holder of this Option and the surrender of the same to the Grantor for such purpose. Such subdivided Options shall be issued promptly by the Grantor following any such request and shall be of the same form and tenor as this Option, except for any requested change in the name of the holder stated herein. (e) All notices, requests, demands, and other communications required or permitted under this Option and the transactions contemplated herein shall be in writing and shall be deemed to have been duly given, made, and received (i) when personally delivered, (ii) the day after deposited with a recognized national overnight delivery service prior to its dead-line for receiving packages for next day delivery or (iii) upon the fifth day after deposited in the United States registered or certified mail with postage prepaid, return receipt requested, in each case addressed as set forth below: If to the Grantor: Mark Conner 2500 Deer Lake Road Tallahassee, FL 32312 If to the Holder hereof, to the address set forth below: Caroline A. Weiss 3343 Peachtree Road Suite 530 Atlanta, GA 30326 (f) This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia without consideration of the conflict of laws rules thereof. The parties hereto agree that any appropriate state court located in Fulton County, Georgia, or any Federal Court sitting in the Northern District of Georgia, Atlanta Division, shall have exclusive jurisdiction of any case or controversy arising under or in connection with this Agreement and shall be a proper forum in which to adjudicate such case or controversy. The parties hereto consent to the jurisdiction of such courts. (g) Upon receipt of evidence reasonably satisfactory to the Grantor of the loss, theft, mutilation or destruction of this Option, and in case of loss, theft or destruction, upon the agreement of the Optionholder to indemnify Grantor against any claims arising in connection with such lost, stolen or destroyed Option, or in the case of mutilation, upon surrender and cancellation of this Option, Grantor shall issue a new Option of like denomination and tenor as the Option so lost, stolen, mutilated or destroyed. (h) In the event any one or more of the provisions of this Option shall for any reason be held invalid, illegal or unenforceable, the remaining provisions of this Option shall be unimpaired, and the invalid, illegal or unenforceable provision shall be replaced by a valid, legal and enforceable provision, which comes closest to the intention underlying the invalid, illegal or unenforceable provision. 6 7 IN WITNESS WHEREOF, the Grantor has caused this Option to be executed, and to be dated as of the date first above written. GRANTOR: WITNESS: Name: Name: ------------------------- --------------------- Mark A. Conner HOLDER: ----------------------------- Name: ----------------------- Address: ----------------------- ----------------------- 7 -----END PRIVACY-ENHANCED MESSAGE-----