-----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, V9GlLlRdoLzhNJMlGE5QFZHJsYH79nYobkZlankrYad5Dpkgz6Qmc6SD7HGCMUoa ksh/CDblKzMJKUIInaUOIg== 0001032210-98-001093.txt : 19981005 0001032210-98-001093.hdr.sgml : 19981005 ACCESSION NUMBER: 0001032210-98-001093 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19981002 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SEATTLE FILMWORKS INC CENTRAL INDEX KEY: 0000791050 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PHOTOFINISHING LABORATORIES [7384] IRS NUMBER: 910964899 STATE OF INCORPORATION: WA FISCAL YEAR END: 0928 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-38934 FILM NUMBER: 98720075 BUSINESS ADDRESS: STREET 1: 1260 16TH AVE WEST CITY: SEATTLE STATE: WA ZIP: 98119 BUSINESS PHONE: 2062811390 MAIL ADDRESS: STREET 1: 1260 16TH AVENUE WEST CITY: SEATTLE STATE: WA ZIP: 98119 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN PASSAGE MARKETING CORP DATE OF NAME CHANGE: 19890320 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHRISTOPHERSEN GARY R CENTRAL INDEX KEY: 0000897738 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 537443964 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1260 16TH AVENUE WEST CITY: SEATTLE STATE: WA ZIP: 98119 BUSINESS PHONE: 2062811550 MAIL ADDRESS: STREET 1: 9619 SW QUARTERMASTER DRIVE CITY: WASHON STATE: WA ZIP: 98070 SC 13D/A 1 AMENDMENT NO. 6 TO SCHEDULE 13D ---------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL Washington, D.C. 20549 ---------------------- OMB Number: 33235-0145 Expires: October 31, 1995 Estimated average burden hours per form.......14.90 SCHEDULE 13D/A ---------------------------- UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 6 )* ----- Seattle FilmWorks, Inc.** - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock - ------------------------------------------------------------------------------- (Title of Class of Securities) 81257210** - ------------------------------------------------------------------------------- (CUSIP Number) Gary Christophersen, 1260 16th Avenue West, Seattle, WA 98119 (206) 281-1390 - ------------------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 1, 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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [_]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. *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 ("Act") 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). ** Formerly American Passage Marketing Corporation, CUSIP #02882810 (Name Change in February, 1989) SCHEDULE 13D - ----------------------- --------------------- CUSIP NO. 81257210 PAGE 2 OF ___ PAGES -------- - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gary R. Christophersen SS ####-##-#### - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] 2 (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 PF - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED 5 PURSUANT TO ITEMS 2(d) OR(e) [_] - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OR ORGANIZATION 6 U.S.A - ------------------------------------------------------------------------------ SOLE VOTING POWER 399,626.75 7 This amount represents 25,311.75 shares of Common Stock subject to purchase by Mr. Christophersen under options currently exercisable and exercisable NUMBER OF within 60 days of October 1, 1998 and 374,315 SHARES shares of Common Stock held solely in Mr. Christophersen's name. ----------------------------------------------------------- SHARED VOTING POWER 467,088.3 BENEFICIALLY 8 Mr. Christophersen holds these shares in joint tenancy with his wife. OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 399,626.75 9 This amount represents shares of Common Stock REPORTING subject to purchase by Mr. Christophersen under options currently exercisable and exercisable within 60 days of October 1, 1998 and 374,315 shares of Common Stock held solely in Mr. Christophersen's name. PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER 467,088.3 WITH 10 Mr. Christophersen holds these shares in joint tenancy with his wife. - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 866,715 11 (includes 25,311.75 shares of Common Stock subject to purchase by Mr. Christophersen under options currently exercisable and exercisable within 60 days of October 1, 1998) - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 5.2% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 IN =============================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D ------------ Note: Share amounts given in this report are adjusted, where appropriate, to reflect the 2-for-1 stock split of the Issuer's Common Stock, effective March 16, 1994, the 3-for-2 stock split of the Issuer's Common Stock, effective March 15, 1995, the 3-for-2 stock split of the Issuer's Common Stock, effective March 15, 1996 and the 3-for-2 stock split of the Issuer's Common Stock, effective March 17, 1997. AMENDMENT #6 ------------ This Amendment #6, to the Schedule 13D effective as of September 22, 1989, shows that Gary Christophersen's beneficial ownership of common stock (the "Common Stock") of Seattle FilmWorks, Inc. (the "Issuer") has decreased from 6.3% at February 29, 1996 to 5.2% as of October 1, 1998. The change in Mr. Christophersen's beneficial ownership is due to several unrelated transactions, no one of which involved an increase or decrease of more than 1% of the Common Stock, including (i) the vesting of options to purchase 25,312.5 shares of Common Stock (occurring on March 24, 1996), (ii) the sale by Mr. Christophersen of 18,750 shares on the open market (occurring on December 6, 1996), (iii) the sale by Mr. Christophersen of 4,500 shares on the open market (occurring on December 9, 1996), (iv) the sale by Mr. Christophersen of 2,250 shares on the open market (occurring on December 10, 1996), (v) the sale by Mr. Christophersen of 12,000 shares on the open market (occurring on December 12, 1996), (vi) the gift by Mr. Christophersen of 17,370 shares (occurring on December 17, 1996), (vii) the vesting of options to purchase 8,437.5 shares of Common Stock (occurring on March 6, 1997), (viii) the sale by Mr. Christophersen of 5,250 shares on the open market (occurring on March 10, 1997), (ix) the sale by Mr. Christophersen of 9,750 shares on the open market (occurring on March 14, 1997),(x) the vesting of options to purchase 25,313 shares of Common Stock (occurring on March 24, 1997),(xi) the sale by Mr. Christophersen of 25,000 shares on the open market (occurring on May 22, 1997), (xii) the sale by Mr. Christophersen of 25,000 shares (occurring on May 23, 1997), (xiii) the exercise by Mr. Christophersen of an option to purchase 25,000 shares (occurring on May 30, 1997), (xiv) the exercise by Mr. Christophersen of an option to purchase 25,625 shares (occurring on June 4, 1997), (xv) the exercise by Mr. Christophersen of an option to purchase 50,000 shares (occurring on September 15, 1997), (xvi) the exercise by Mr. Christophersen of an option to purchase 50,000 shares (occurring on October 7, 1997), (xvii) the exercise by Mr. Christophersen of an option to purchase 100,000 shares and the withholding by or surrender to the Issuer of 42,303 shares in connection with such exercise, (xix) the vesting of options to purchase 16,875 shares of Common Stock (occurring on March 6, 1998), (xx) the sale by Mr. Christophersen of 5,000 shares on the open market (occurring on April 27, 1998), (xxi) the sale by Mr. Christophersen of 30,000 shares on the open market (occurring on April 28, 1998, (xxii) the sale by Mr. Christophersen of 15,000 shares on the open market (occurring on April 29, 1998), (xxiii) the sale by Mr. Christophersen of 15,000 shares (occurring on April 30, 1998), (xiv) the sale by Mr. Christophersen of 2,000 shares on the open market (occurring on May 19, 1998), (xxv) the sale by Mr. Christophersen of 2,000 shares (occurring on May 20, 1998), (xxvi) the exercise by Mr. Christophersen of an option to purchase 60,000 shares (occurring on June 10, 1998) and (xxvii) the exercise by Mr. Christophersen of an option to purchase 47,808 shares (occurring on August 21, 1998). Item 1. Security and Issuer. No change. Item 2. Identity and Background. No change. Item 3. Source and Amount of Funds or Other Consideration. On December 6, 1996, Mr. Christophersen sold 18,750 shares on the open market. The funds received by Mr. Christophersen became his personal funds. On December 9, 1996, Mr. Christophersen sold 4,500 shares on the open market. The funds received by Mr. Christophersen became his personal funds. On December 10, 1996, Mr. Christophersen sold 2,250 shares on the open market. The funds received by Mr. Christophersen became his personal funds. On December 12, 1996, Mr. Christophersen sold 12,000 shares on the open market. The funds received by Mr. Christophersen became his personal funds. On December 17, 1996, Mr. Christophersen gifted 17,370 shares. Mr. Christophersen received no funds as a result of such gift. On March 10, 1997, Mr. Christophersen sold 5,250 shares on the open market. The funds received by Mr. Christophersen became his personal funds. On March 14, 1997, Mr. Christophersen sold 9,750 shares on the open market. The funds received by Mr. Christophersen became his personal funds. On May 22, 1997, Mr. Christophersen sold 25,000 shares on the open market. The funds received by Mr. Christophersen became his personal funds. On May 23, 1997, Mr. Christophersen sold 25,000 shares on the open market. The funds received by Mr. Christophersen became his personal funds. On May 30, 1997, Mr. Christophersen exercised an option to purchase 25,000 shares. Mr. Christophersen used his personal funds to pay for such shares. On June 4, 1997, Mr. Christophersen exercised an option to purchase 25,625 shares. Mr. Christophersen used his personal funds to pay for such shares. On September 15, 1997, Mr. Christophersen exercised an option to purchase 50,000 shares. Mr. Christophersen used his personal funds to pay for such shares. On October 7, 1997, Mr. Christophersen exercised an option to purchase 50,000 shares. Mr. Christophersen used his personal funds to pay for such shares. On November 25, 1997, Mr. Christophersen exercised an option to purchase 100,000 shares. Pursuant to the terms of the option, the Issuer withheld 42,303 shares issuable to Mr. Christophersen pursuant to this option to pay the exercise price of the option and Mr. Christophersen's federal income tax obligations with respect to the exercise. On April 27, 1998, Mr. Christophersen sold 5,000 shares on the open market. The funds received by Mr. Christophersen became his personal funds. On April 28, 1998, Mr. Christophersen sold 30,000 shares on the open market. The funds received by Mr. Christophersen became his personal funds. On April 29, 1998, Mr. Christophersen sold 15,000 shares on the open market. The funds received by Mr. Christophersen became his personal funds. On April 30, 1998, Mr. Christophersen sold 15,000 shares on the open market. The funds received by Mr. Christophersen became his personal funds. On May 19, 1998, Mr. Christophersen sold 2,000 shares on the open market. The funds received by Mr. Christophersen became his personal funds. On May 20, 1998, Mr. Christophersen sold 2,000 shares on the open market. The funds received by Mr. Christophersen became his personal funds. On June 10, 1998, Mr. Christophersen exercised an option to purchase 60,000 shares. Mr. Christophersen used his personal funds to pay for such shares. On August 21, 1998, Mr. Christophersen exercised an option to purchase 47,808 shares. Mr. Christophersen used his personal funds to pay for such shares. In consideration of Mr. Christophersen's continuing service to the Issuer, the Issuer periodically grants to him options to purchase Common Stock. As of October 1, 1998, Mr. Christophersen held options to purchase 25,311.75 shares of Common Stock that were currently exercisable or exercisable within 60 days. Should Mr. Christophersen choose to exercise all or part of these options, he anticipates that he would use his personal funds. Item 4. Purpose of Transaction. No change. Item 5. Interest in securities of the Issuer. (a) As of October 1, 1998, Gary Christophersen beneficially owned 5.2% (866,715 shares) of the outstanding stock of the Issuer, which includes 25,311.75 shares of Common Stock subject to purchase by Mr. Christophersen under options currently exercisable and exercisable within 60 days of October 1, 1998. (b) Mr. Christophersen has shared voting and investment power with respect to 467,088.3 shares of Common Stock (Mr. Christophersen holds these shares in joint tenancy with his wife), and sole voting and investment power with respect to 399,626.75 shares of Common Stock, 25,311.75 shares of which are subject to purchase by Mr. Christophersen under options currently exercisable and exercisable within 60 days of October 1, 1998. Should Mr. Christophersen exercise his options to purchase Common Stock when all of his options become exercisable within 60 days of October 1, 1998, he will have sole voting and investment power with respect to 424,938.5 shares of Common Stock. (c) On August 21, 1998, Mr. Christophersen exercised options to purchase 47,808 shares of Common Stock at an exercise price of $5.125 per share. Mr. Christophersen used his personal funds to pay for such shares. (d) No change. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer. On March 6, 1996, the Issuer granted to Mr. Christophersen an option to purchase 33,750 shares of Common Stock, 25% (8,437.5 shares) of which become vested on each anniversary of the date of grant beginning March 6, 1997. The Issuer and Mr. Christophersen entered into an Option Agreement, dated as of March 6, 1996, setting forth the terms of such option. On March 5, 1997, the Issuer granted to Mr. Christophersen an option to purchase 33,750 shares of Common Stock, 25% (8,437.5 shares) of which become vested on each anniversary of the date of grant beginning March 5, 1998. The Issuer and Mr. Christophersen entered into an Option Agreement, dated as of March 5, 1997, setting forth the terms of such option. On March 4, 1998, the Issuer granted to Mr. Christophersen an option to purchase 33,750 shares of Common Stock, 25% (8,437.5 shares) of which become vested on each anniversary of the date of grant beginning March 4, 1999. The Issuer and Mr. Christophersen entered into an Option Agreement, dated as of March 4, 1998, setting forth the terms of such option. Mr. Christophersen has no rights as a shareholder with respect to any shares represented by the options until he exercises the option and becomes a recordholder of the underlying shares, and he may not transfer, assign, pledge or hypothecate the options in any manner, other than by the laws of descent and distribution. Item 7. Material to be Filed as Exhibits. Exhibit 99.A - Stock Option Agreement, dated as of March 6, 1996, by and between the Issuer and Mr. Christophersen. Exhibit 99.B - Stock Option Agreement, dated as of March 5, 1997, by and between the Issuer and Mr. Christophersen. Exhibit 99.C - Stock Option Agreement, dated as of March 4, 1998, by and between the Issuer and Mr. Christophersen. 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. October 1, 1998 _________________________________ Date /s/ Gary R. Christophersen ____________________________________ Signature Gary R. Christophersen ------------------------------------ EX-99.A 2 STOCK OPTION AGREEMENT DATED MARCH 6, 1996 EXHIBIT 99.A STOCK OPTION #11019 SEATTLE FILMWORKS, INC. STOCK OPTION AGREEMENT ---------------------- THIS OPTION AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER STATE OR FEDERAL SECURITIES LAWS. THIS OPTION MAY NOT BE TRANSFERRED EXCEPT BY WILL OR UNDER THE LAWS OF DESCENT AND DISTRIBUTION. THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY NOT BE OFFERED OR SOLD, PLEDGED (EXCEPT A PLEDGE PURSUANT TO THE TERMS OF WHICH ANY OFFER OR SALE UPON FORECLOSURE WOULD BE MADE IN A MANNER THAT WOULD NOT VIOLATE THE REGISTRATION PROVISIONS OF FEDERAL OR STATE SECURITIES LAWS) OR OTHERWISE DISTRIBUTED FOR VALUE, NOR MAY THE SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF BE TRANSFERRED ON THE BOOKS OF THE COMPANY, WITHOUT AN OPINION OF COUNSEL, CONCURRED IN BY COUNSEL FOR THE COMPANY, THAT NO VIOLATION OF SAID REGISTRATION PROVISIONS WOULD RESULT THEREFROM. THIS AGREEMENT is entered into as of March 4, 1998 (the "Date of Grant" between Seattle FilmWorks, Inc. Corporation, a Washington corporation (the "Corporation"), Gary Christophersen (the "Optionee"). WITNESSETH THAT: WHEREAS, the corporation has approved and adopted the 1987 Stock Option Plan (the "Plan"), pursuant to which the Board of Directors is authorized to grant to employees of the Corporation and other persons who are involved in the Corporation's business, stock options to purchase common stock, $.01 par value, of the Corporation (the "Common Stock"); WHEREAS, the Board of Directors authorized the grant to the Optionee of an option to purchase 33,750 shares of Common Stock (the "Option"); NOW, THEREFORE, the Corporation agrees to offer to the Optionee the option to purchase, upon the terms and conditions set forth herein and in the Plan, 33,750 shares of Common Stock. 1. Exercise Price. The exercise price for the Option shall be $9.0625 per share. 2. Vesting Schedule. (a) The option vests and is exercisable as follows: 25% on the date one (1) year from the Date of Grant, 50% on the date two (2) years from the Date of Grant, 75% on the date three (3) years from the Date of Grant, and 100% on the date four (4) years from the Date of Grant. Vesting will cease on the Optionee's date of Termination of Employment with the Corporation or in the case of Optionees who are not employees of the Corporation, the date that the Optionee ceases to provide services to or on behalf of the Corporation. The vesting schedule for the Option is subject to acceleration in accordance with the provisions of Section 5 (f) of the Plan. 3. Option Not Transferable. The Option is not transferable except by will or the laws of descent and distribution. 4. Investment Intent. By accepting this Option, Optionee represents and agrees for himself, and all persons who acquire rights in this Option in accordance with the Plan through Optionee, that none of the shares of Common Stock purchased upon exercise of this option will be distributed in violation of applicable federal and state laws and regulations, and Optionee shall furnish evidence satisfactory to the Corporation (including written and signed representation letter and a consent to be bound by all transfer restrictions imposed by applicable law, legend condition, or otherwise) to that effect, prior to delivery of the purchased shares of Common Stock. 5. Termination of Option. A vested Option shall terminate, to the extent not previously exercised, upon the occurrence of the first of the following events: (i) five years from the date of grant; (ii) the expiration of 95 days from the date of the Optionee's termination of employment with the Corporation (190 days if the Optionee is an officer or director of the Corporation) for any reason other than death or disability, or in the case of Optionees who are not employees of the Corporation, the expiration of 95 days from the date that the Optionee ceases to provide services to or on behalf of the Corporation; or (iii) the expiration of one year from (A) the date of death of the Optionee or (B) cessation of employment or provision of services by reason of disability (as defined at Section 105 (d) (4) of the Internal Revenue Code 1986, as amended). Other than pursuant to the provisions of Section 5 (f) of the Plan, each unvested Option granted pursuant hereto shall terminate upon the Optionee's termination of employment for any reason whatsoever including death or disability. 6. Stock. In the case of any stock split, stock dividend or like change in the nature of shares granted by this Agreement, the number of shares and option price shall be proportionately adjusted as set forth in Section 5 (m) of the Plan. 7. Exercise of Option. Each exercise of this Option shall be by means of a written notice of exercise delivered to the Secretary of the Corporation at its principal executive office in Seattle, Washington, specifying the number of shares of Common Stock to be purchased and accompanied by payment in cash, by certified or cashier's check payable to the order of the Corporation of the aggregate exercise price for the Common Stock to be purchased. In addition, an Optionee may pay for all or any Stock purchased upon the exercise of an Option by delivering to the Corporation shares of Stock previously held by such optionee or, with the permission of the Committee, by having shares withheld from the amount of shares of Stock to be received by the optionee. The shares of Stock received by the Corporation or withheld by the Corporation as payment for shares of Stock purchased shall have a fair market value (as established by the Board of Directors) equal to the aggregate option exercise price (or portion thereof). The Optionee agrees that he will also pay to the Corporation the amount necessary for the Corporation to satisfy its withholding obligation imposed by the Internal Revenue Code of 1986. 8. Optionee Acknowledgements: Optionee acknowledges that he has read and understands the terms of this Agreement and that: (a) The issuance of shares of Common Stock pursuant to the exercise of this Option, and any resale of the shares of Common Stock, may only be effected in compliance with applicable state and federal laws and regulations; (b) He/she is not entitled to any rights as a shareholder with respect to any shares of Common Stock issuable hereunder until he/she becomes a shareholder of record; (c) The share of Common Stock subject hereto may be adjusted in the event of certain organic changes in the capital structure of the corporation or for any other reason permitted by the plan; (d) This Agreement does not constitute an employment agreement nor does it entitle Optionee to any specific employment or to employment for a period of time and that Optionee's continued employment if any, with the Corporation shall be at will and is subject to termination in accordance with the corporation's prevailing policies and any other agreement between Optionee and the Corporation; and (e) This Option shall not be treated as an Incentive Stock Option ("ISO"). 9. Professional Advice. The acceptance and exercise of the Option and the sale of Common Stock issued pursuant to exercise of the Option may have consequences under federal and state tax and securities laws which may vary depending on the individual circumstances of the Optionee. Accordingly, the Optionee acknowledges that he/she has been advised to consult his/her personal legal and tax advisor in connection with this Agreement and his/her dealings with respect to the Option of the Common Stock. 10. Notices. Any notice required or permitted to be made or given hereunder shall be mailed or delivered personally to the addresses set forth below, or as changed from time to time by written notice to the other: Corporation: Seattle FilmWorks, Inc. 1260 16th Avenue, West Seattle, WA 98119 Optionee: __________________________ __________________________ __________________________ 11. Agreement Subject to Plan. This Option and this Agreement evidencing and confirming the same are subject to the terms and conditions set forth in the Plan and in any amendments to the Plan existing nor or in the future, which terms and conditions are incorporated herein by reference. A copy will be made available upon request. Should any conflict exist between the provisions of the Plan and those of this Agreement, those of the Plan shall govern and control. This Agreement comprises the entire understanding between the Corporation and the Optionee with respect to the Option and shall be construed and enforced under the laws of the State of Washington. 12. Reserved Shares. The Corporation hereby warrants that a sufficient number of shares of its Common Stock have been reserved and are available to satisfy requirements of the Plan. Dated as of the 18th day of March 1998. Seattle FilmWorks, Inc. BY /s/ Gary R. Christophersen /s/ Gary R. Christophersen Its President & CEO OPTIONEE EX-99.B 3 STOCK OPTION AGREEMENT DATED MARCH 5, 1997 EXHIBIT 99.B STOCK OPTION #10015 SEATTLE FILMWORKS, INC. STOCK OPTION AGREEMENT ---------------------- THIS OPTION AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER STATE OR FEDERAL SECURITIES LAWS. THIS OPTION MAY NOT BE TRANSFERRED EXCEPT BY WILL OR UNDER THE LAWS OF DESCENT AND DISTRIBUTION. THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY NOT BE OFFERED OR SOLD, PLEDGED (EXCEPT A PLEDGE PURSUANT TO THE TERMS OF WHICH ANY OFFER OR SALE UPON FORECLOSURE WOULD BE MADE IN A MANNER THAT WOULD NOT VIOLATE THE REGISTRATION PROVISIONS OF FEDERAL OR STATE SECURITIES LAWS) OR OTHERWISE DISTRIBUTED FOR VALUE, NOR MAY THE SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF BE TRANSFERRED ON THE BOOKS OF THE COMPANY, WITHOUT AN OPINION OF COUNSEL, CONCURRED IN BY COUNSEL FOR THE COMPANY, THAT NO VIOLATION OF SAID REGISTRATION PROVISIONS WOULD RESULT THEREFROM. THIS AGREEMENT is entered into as of March 5, 1997 (the "Date of Grant" between Seattle FilmWorks, Inc. Corporation, a Washington corporation (the "Corporation"), Gary Christophersen (the "Optionee"). WITNESSETH THAT: WHEREAS, the corporation has approved and adopted the 1987 Stock Option Plan (the "Plan"), pursuant to which the Board of Directors is authorized to grant to employees of the Corporation and other persons who are involved in the Corporation's business, stock options to purchase common stock, $.01 par value, of the Corporation (the "Common Stock"); WHEREAS, the Board of Directors authorized the grant to the Optionee of an option to purchase 22,500 shares of Common Stock (the "Option"); NOW, THEREFORE, the Corporation agrees to offer to the Optionee the option to purchase, upon the terms and conditions set forth herein and in the Plan, 22,500 shares of Common Stock. 1. Exercise Price. The exercise price for the Option shall be $18.00 per share. 2. Vesting Schedule. (a) The option vests and is exercisable as follows: 25% on the date one (1) year from the Date of Grant, 50% on the date two (2) years from the Date of Grant, 75% on the date three (3) years from the Date of Grant, and 100% on the date four (4) years from the Date of Grant. Vesting will cease on the Optionee's date of Termination of Employment with the Corporation or in the case of Optionees who are not employees of the Corporation, the date that the Optionee ceases to provide services to or on behalf of the Corporation. The vesting schedule for the Option is subject to acceleration in accordance with the provisions of Section 5 (f) of the Plan. 3. Option Not Transferable. The Option is not transferable except by will or the laws of descent and distribution. 4. Investment Intent. By accepting this Option, Optionee represents and agrees for himself, and all persons who acquire rights in this Option in accordance with the Plan through Optionee, that none of the shares of Common Stock purchased upon exercise of this option will be distributed in violation of applicable federal and state laws and regulations, and Optionee shall furnish evidence satisfactory to the Corporation (including written and signed representation letter and a consent to be bound by all transfer restrictions imposed by applicable law, legend condition, or otherwise) to that effect, prior to delivery of the purchased shares of Common Stock. 5. Termination of Option. A vested Option shall terminate, to the extent not previously exercised, upon the occurrence of the first of the following events: (i) five years from the date of grant; (ii) the expiration of 95 days from the date of the Optionee's termination of employment with the Corporation (190 days if the Optionee is an officer or director of the Corporation) for any reason other than death or disability, or in the case of Optionees who are not employees of the Corporation, the expiration of 95 days from the date that the Optionee ceases to provide services to or on behalf of the Corporation; or (iii) the expiration of one year from (A) the date of death of the Optionee or (B) cessation of employment or provision of services by reason of disability (as defined at Section 105 (d) (4) of the Internal Revenue Code 1986, as amended). Other than pursuant to the provisions of Section 5 (f) of the Plan, each unvested Option granted pursuant hereto shall terminate upon the Optionee's termination of employment for any reason whatsoever including death or disability. 6. Stock. In the case of any stock split, stock dividend or like change in the nature of shares granted by this Agreement, the number of shares and option price shall be proportionately adjusted as set forth in Section 5 (m) of the Plan. 7. Exercise of Option. Each exercise of this Option shall be by means of a written notice of exercise delivered to the Secretary of the Corporation at its principal executive office in Seattle, Washington, specifying the number of shares of Common Stock to be purchased and accompanied by payment in cash, by certified or cashier's check payable to the order of the Corporation of the aggregate exercise price for the Common Stock to be purchased. In addition, an Optionee may pay for all or any Stock purchased upon the exercise of an Option by delivering to the Corporation shares of Stock previously held by such optionee or, with the permission of the Committee, by having shares withheld from the amount of shares of Stock to be received by the optionee. The shares of Stock received by the Corporation or withheld by the Corporation as payment for shares of Stock purchased shall have a fair market value (as established by the Board of Directors) equal to the aggregate option exercise price (or portion thereof). The Optionee agrees that he will also pay to the Corporation the amount necessary for the Corporation to satisfy its withholding obligation imposed by the Internal Revenue Code of 1986. 8. Optionee Acknowledgements: Optionee acknowledges that he has read and understands the terms of this Agreement and that: (a) The issuance of shares of Common Stock pursuant to the exercise of this Option, and any resale of the shares of Common Stock, may only be effected in compliance with applicable state and federal laws and regulations; (b) He/she is not entitled to any rights as a shareholder with respect to any shares of Common Stock issuable hereunder until he/she becomes a shareholder of record; (c) The share of Common Stock subject hereto may be adjusted in the event of certain organic changes in the capital structure of the corporation or for any other reason permitted by the plan; (d) This Agreement does not constitute an employment agreement nor does it entitle Optionee to any specific employment or to employment for a period of time and that Optionee's continued employment if any, with the Corporation shall be at will and is subject to termination in accordance with the corporation's prevailing policies and any other agreement between Optionee and the Corporation; and (e) This Option shall not be treated as an Incentive Stock Option ("ISO"). 9. Professional Advice. The acceptance and exercise of the Option and the sale of Common Stock issued pursuant to exercise of the Option may have consequences under federal and state tax and securities laws which may vary depending on the individual circumstances of the Optionee. Accordingly, the Optionee acknowledges that he/she has been advised to consult his/her personal legal and tax advisor in connection with this Agreement and his/her dealings with respect to the Option of the Common Stock. 10. Notices. Any notice required or permitted to be made or given hereunder shall be mailed or delivered personally to the addresses set forth below, or as changed from time to time by written notice to the other: Corporation: Seattle FilmWorks, Inc. 1260 16th Avenue, West Seattle, WA 98119 Optionee: __________________________ __________________________ __________________________ 11. Agreement Subject to Plan. This Option and this Agreement evidencing and confirming the same are subject to the terms and conditions set forth in the Plan and in any amendments to the Plan existing nor or in the future, which terms and conditions are incorporated herein by reference. A copy will be made available upon request. Should any conflict exist between the provisions of the Plan and those of this Agreement, those of the Plan shall govern and control. This Agreement comprises the entire understanding between the Corporation and the Optionee with respect to the Option and shall be construed and enforced under the laws of the State of Washington. 12. Reserved Shares. The Corporation hereby warrants that a sufficient number of shares of its Common Stock have been reserved and are available to satisfy requirements of the Plan. Dated as of the 10th day of April 1997. Seattle FilmWorks, Inc. BY /s/ Gary R. Christophersen /s/ Gary R. Christophersen Its President & CEO OPTIONEE EX-99.C 4 STOCK OPTION AGREEMENT DATED MARCH 4, 1998 EXHIBIT 99.C STOCK OPTION #9623 SEATTLE FILMWORKS, INC. STOCK OPTION AGREEMENT ---------------------- THIS OPTION AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER STATE OR FEDERAL SECURITIES LAWS. THIS OPTION MAY NOT BE TRANSFERRED EXCEPT BY WILL OR UNDER THE LAWS OF DESCENT AND DISTRIBUTION. THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY NOT BE OFFERED OR SOLD, PLEDGED (EXCEPT A PLEDGE PURSUANT TO THE TERMS OF WHICH ANY OFFER OR SALE UPON FORECLOSURE WOULD BE MADE IN A MANNER THAT WOULD NOT VIOLATE THE REGISTRATION PROVISIONS OF FEDERAL OR STATE SECURITIES LAWS) OR OTHERWISE DISTRIBUTED FOR VALUE, NOR MAY THE SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF BE TRANSFERRED ON THE BOOKS OF THE COMPANY, WITHOUT AN OPINION OF COUNSEL, CONCURRED IN BY COUNSEL FOR THE COMPANY, THAT NO VIOLATION OF SAID REGISTRATION PROVISIONS WOULD RESULT THEREFROM. THIS AGREEMENT is entered into as of March 6, 1996 (the "Date of Grant" between Seattle FilmWorks, Inc. Corporation, a Washington corporation (the "Corporation"), Gary Christophersen (the "Optionee"). WITNESSETH THAT: WHEREAS, the corporation has approved and adopted the 1987 Stock Option Plan (the "Plan"), pursuant to which the Board of Directors is authorized to grant to employees of the Corporation and other persons who are involved in the Corporation's business, stock options to purchase common stock, $.01 par value, of the Corporation (the "Common Stock"); WHEREAS, the Board of Directors authorized the grant to the Optionee of an option to purchase 15,000 shares of Common Stock (the "Option"); NOW, THEREFORE, the Corporation agrees to offer to the Optionee the option to purchase, upon the terms and conditions set forth herein and in the Plan, 15,000 shares of Common Stock. 1. Exercise Price. The exercise price for the Option shall be $26.375 per share. 2. Vesting Schedule. (a) The option vests and is exercisable as follows: 25% on the date one (1) year from the Date of Grant, 50% on the date two (2) years from the Date of Grant, 75% on the date three (3) years from the Date of Grant, and 100% on the date four (4) years from the Date of Grant. Vesting will cease on the Optionee's date of Termination of Employment with the Corporation or in the case of Optionees who are not employees of the Corporation, the date that the Optionee ceases to provide services to or on behalf of the Corporation. The vesting schedule for the Option is subject to acceleration in accordance with the provisions of Section 5 (f) of the Plan. 3. Option Not Transferable. The Option is not transferable except by will or the laws of descent and distribution. 4. Investment Intent. By accepting this Option, Optionee represents and agrees for himself, and all persons who acquire rights in this Option in accordance with the Plan through Optionee, that none of the shares of Common Stock purchased upon exercise of this option will be distributed in violation of applicable federal and state laws and regulations, and Optionee shall furnish evidence satisfactory to the Corporation (including written and signed representation letter and a consent to be bound by all transfer restrictions imposed by applicable law, legend condition, or otherwise) to that effect, prior to delivery of the purchased shares of Common Stock. 5. Termination of Option. A vested Option shall terminate, to the extent not previously exercised, upon the occurrence of the first of the following events: (i) five years from the date of grant; (ii) the expiration of 95 days from the date of the Optionee's termination of employment with the Corporation (190 days if the Optionee is an officer or director of the Corporation) for any reason other than death or disability, or in the case of Optionees who are not employees of the Corporation, the expiration of 95 days from the date that the Optionee ceases to provide services to or on behalf of the Corporation; or (iii) the expiration of one year from (A) the date of death of the Optionee or (B) cessation of employment or provision of services by reason of disability (as defined at Section 105 (d) (4) of the Internal Revenue Code 1986, as amended). Other than pursuant to the provisions of Section 5 (f) of the Plan, each unvested Option granted pursuant hereto shall terminate upon the Optionee's termination of employment for any reason whatsoever including death or disability. 6. Stock. In the case of any stock split, stock dividend or like change in the nature of shares granted by this Agreement, the number of shares and option price shall be proportionately adjusted as set forth in Section 5 (m) of the Plan. 7. Exercise of Option. Each exercise of this Option shall be by means of a written notice of exercise delivered to the Secretary of the Corporation at its principal executive office in Seattle, Washington, specifying the number of shares of Common Stock to be purchased and accompanied by payment in cash, by certified or cashier's check payable to the order of the Corporation of the aggregate exercise price for the Common Stock to be purchased. In addition, an Optionee may pay for all or any Stock purchased upon the exercise of an Option by delivering to the Corporation shares of Stock previously held by such optionee or, with the permission of the Committee, by having shares withheld from the amount of shares of Stock to be received by the optionee. The shares of Stock received by the Corporation or withheld by the Corporation as payment for shares of Stock purchased shall have a fair market value (as established by the Board of Directors) equal to the aggregate option exercise price (or portion thereof). The Optionee agrees that he will also pay to the Corporation the amount necessary for the Corporation to satisfy its withholding obligation imposed by the Internal Revenue Code of 1986. 8. Optionee Acknowledgements: Optionee acknowledges that he has read and understands the terms of this Agreement and that: (a) The issuance of shares of Common Stock pursuant to the exercise of this Option, and any resale of the shares of Common Stock, may only be effected in compliance with applicable state and federal laws and regulations; (b) He/she is not entitled to any rights as a shareholder with respect to any shares of Common Stock issuable hereunder until he/she becomes a shareholder of record; (c) The share of Common Stock subject hereto may be adjusted in the event of certain organic changes in the capital structure of the corporation or for any other reason permitted by the plan; (d) This Agreement does not constitute an employment agreement nor does it entitle Optionee to any specific employment or to employment for a period of time and that Optionee's continued employment if any, with the Corporation shall be at will and is subject to termination in accordance with the corporation's prevailing policies and any other agreement between Optionee and the Corporation; and (e) This Option shall not be treated as an Incentive Stock Option ("ISO"). 9. Professional Advice. The acceptance and exercise of the Option and the sale of Common Stock issued pursuant to exercise of the Option may have consequences under federal and state tax and securities laws which may vary depending on the individual circumstances of the Optionee. Accordingly, the Optionee acknowledges that he/she has been advised to consult his/her personal legal and tax advisor in connection with this Agreement and his/her dealings with respect to the Option of the Common Stock. 10. Notices. Any notice required or permitted to be made or given hereunder shall be mailed or delivered personally to the addresses set forth below, or as changed from time to time by written notice to the other: Corporation: Seattle FilmWorks, Inc. 1260 16th Avenue, West Seattle, WA 98119 Optionee: __________________________ __________________________ __________________________ 11. Agreement Subject to Plan. This Option and this Agreement evidencing and confirming the same are subject to the terms and conditions set forth in the Plan and in any amendments to the Plan existing nor or in the future, which terms and conditions are incorporated herein by reference. A copy will be made available upon request. Should any conflict exist between the provisions of the Plan and those of this Agreement, those of the Plan shall govern and control. This Agreement comprises the entire understanding between the Corporation and the Optionee with respect to the Option and shall be construed and enforced under the laws of the State of Washington. 12. Reserved Shares. The Corporation hereby warrants that a sufficient number of shares of its Common Stock have been reserved and are available to satisfy requirements of the Plan. Dated as of the 10th day of April 1996. Seattle FilmWorks, Inc. BY /s/Gary R. Christophersen /s/ Gary R. Christophersen Its President & CEO OPTIONEE -----END PRIVACY-ENHANCED MESSAGE-----