-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, gJaIjfJjS5la1h6NDbmVzbx+apyNpnfAjaXmBQIvRvLPot7UCGsRSIfctnTnzcam JOFQQrfrUVoGmp1uEx0SKA== 0000003721-94-000024.txt : 19940506 0000003721-94-000024.hdr.sgml : 19940506 ACCESSION NUMBER: 0000003721-94-000024 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19940505 EFFECTIVENESS DATE: 19940524 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLEN GROUP INC CENTRAL INDEX KEY: 0000003721 STANDARD INDUSTRIAL CLASSIFICATION: 3825 IRS NUMBER: 380290950 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-53499 FILM NUMBER: 94526242 BUSINESS ADDRESS: STREET 1: 25101 CHAGRIN BLVD # 350 CITY: BEACHWOOD STATE: OH ZIP: 44122-5619 BUSINESS PHONE: 2167655818 S-8 1 S-8 TO DIRECTOR STOCK OPTION PLAN Registration No. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 THE ALLEN GROUP INC. (Exact name of registrant as specified in its charter) Delaware 38-0290950 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 25101 Chagrin Boulevard, Beachwood, Ohio 44122 (Address of principal executive offices including zip code) 1994 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN (Full title of the plan) ROBERT A. YOUDELMAN Senior Vice President - Finance The Allen Group Inc. 25101 Chagrin Boulevard Beachwood, Ohio 44122 (Name and address of agent for service) (216) 765-5800 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE Title of securities to be registered(1) Amount to be registered 250,000 Proposed maximum offering price per share (2)(3) $16.25 Proposed maximum aggregate offering price (3) $4,062,500 Amount of registration fee $1,400.75 Common Stock, par value $1.00 per share Preferred Stock Purchase Rights Index to Exhibits on Page 8 (1) Each share of Common Stock includes a Series B Junior Participating Preferred Stock Purchase Right which, when exercisable, entitles the holder to purchase 0.01 (subject to adjustment in certain events) share of Series B Junior Participating Preferred Stock of the Registrant. Such rights are not currently exercisable or transferable independently of the shares of Common Stock. (2) Estimated pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act of 1933 (the "Securities Act"), on the basis of the average of the high and low sale prices for a share of Common Stock on the New York Stock Exchange--Composite Transactions Tape on April 29, 1994, within five business days prior to filing. (3) Estimated solely for the purpose of calculating the registration fee. Part II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed with the Securities and Exchange Commission (the "Commission") by the registrant, THE ALLEN GROUP INC., a Delaware corporation (the "Registrant"), pursuant to the Securities Exchange Act of 1934 (the "Exchange Act"), are incorporated by reference in this registration statement (the "Registration Statement"): (1) Registrant's Annual Report on Form 10-K for its fiscal year ended December 31, 1993; and (2) The description of the common stock, par value $1.00 per share, of the Registrant (the "Common Stock") contained in the Registrant's Registration Statement on Form S-3 filed by the Registrant on July 12, 1992 and declared effective on July 30, 1992 (Registration No. 33-48545) and the description of the Series B Junior Participating Preferred Stock Purchase Rights contained in the Registrant's Registration Statement on Form 8-A filed January 19, 1988 (File No. 1-6016) and any amendment or report filed for the purpose of updating such information. All documents subsequently filed by the Registrant pursuant to Sections 13, 14 and 15(d) of the Exchange Act prior to the filing of a post- effective amendment which indicates that all securities offered under the 1994 Non-Employee Directors Stock Option Plan (the "Plan") have been sold or which deregister all securities then remaining unsold, shall be deemed to be incorporated herein by reference and shall be deemed to be a part hereof from the date of filing thereof. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 4. Description of Securities. Not applicable. Item 5. Interest of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. Section 145 of the General Corporation Law of Delaware permits indemnification of directors, officers, employees and agents of a corporation against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement of litigation under certain conditions and subject to certain limitations. The By-Laws, as amended, and the Restated Certificate of Incorporation, as amended, of the Registrant provide that directors and officers shall be indemnified against liabilities arising from their service as directors and officers to the fullest extent permitted by law. The Registrant maintains, at its expense, a policy of insurance which insures its directors and officers, subject to certain exclusions or deductions as are usual in such insurance policies, against certain liabilities which may be incurred in those capacities. The Registrant has also entered into agreements which provide for the indemnification of its directors and certain officers against such liabilities to the fullest extent permitted by law. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. 4(a) The 1994 Non-Employee Directors Stock Option Stock Plan (filed as Exhibit A to Registrant's Proxy Statement dated March 17, 1994 (Commission file number 1-6016) and incorporated herein by reference). (b) Form of Option Agreement and Exercise Form. (c) Restated Certificate of Incorporation (filed as Exhibit Number 3(a) to the Registrant's Form 10-K Annual Report for the fiscal year ended December 31, 1984 (Commission file number 1-6016) and incorporated herein by reference). (d) Certificate of Amendment of Restated Certificate of Incorporation (filed as Exhibit Number 3(c) to the Registrant's Form 10-K Annual Report for the fiscal year ended December 31, 1987 (Commission file number 1-6016) and incorporated herein by reference). (e) Certificate of Designation, Preferences and Rights of Series B Junior Participating Preferred Stock (filed as Exhibit Number 3(e) to the Registrant's Form 10-K Annual Report for the fiscal year ended December 31, 1987 (Commission file number 1- 6016) and incorporated herein by reference). (f) Certificate of Amendment of Restated Certificate of Incorporation (filed as Exhibit 3(g) to Registrant's Form 10-K Annual Report for the fiscal year ended December 31, 1993 (Commission file number 1-6016) and incorporated herein by reference). (g) By-Laws, as amended through September 10, 1992 (filed as Exhibit Number 3(g) to the Registrant's Form 10-K Annual Report for the fiscal year ended December 31, 1992 (Commission file number 1-6016) and incorporated herein by reference). (h) Rights Agreement, dated as of January 7, 1988, between the Registrant and Manufacturers Hanover Trust Company (filed as Exhibit Number 4 to the Registrant's Form 8-K Current Report dated January 7, 1988 (Commission file number 1-6016) and incorporated herein by reference). (i) Amendment No. 1, dated as of December 5, 1990, between the Registrant and Harris Trust Company of New York as to the Rights Agreement, dated as of January 7, 1988, between the Registrant and Manufacturers Hanover Trust Company (filed as Exhibit Number 4.8 to the Registrant's Registration Statement on Form S-3 (Registration Statement No. 33-48545) and incorporated herein by reference). 5 Opinion of McDara P. Folan, III, regarding the legality of the securities being registered. 23(a) Consent of Coopers & Lybrand to the incorporation by reference in this Registration Statement of their report on the consolidated financial statements and the financial statement schedules included in the Registrant's Annual Report on Form 10-K for its fiscal year ended December 31, 1993. (b) Consent of McDara P. Folan, III, to the filing of his opinion as Exhibit 5 to this Registration Statement is contained in Exhibit 5. Item 9. Undertakings (a) The Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Beachwood, State of Ohio, on this 5th day of May 1994. THE ALLEN GROUP INC. By: /s/ Robert G. Paul Robert G. Paul President and Chief Executive Officer Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date /s/ Robert G. Paul President, Chief Executive Robert G. Paul Officer and Director (Principal Executive Officer) May 5, 1994 /s/ Robert A. Youdelman Senior Vice President - Finance Robert A. Youdelman (Principal Financial Officer) May 5, 1994 /s/ James L. LePorte, III Vice President and Controller James L. LePorte, III (Principal Accounting Officer) May 5, 1994 Director Wade W. Allen May __, 1994 /s/ George A. Chandler Director George A. Chandler May 5, 1994 /s/ Philip Wm. Colburn Chairman of the Board and Philip Wm. Colburn Director May 5, 1994 /s/ Jill K. Conway Director Jill K. Conway May 5, 1994 /s/ Albert H. Gordon Director Albert H. Gordon May 5, 1994 Director William O. Hunt May , 1994 /s/ J. Chisholm Lyons Director J. Chisholm Lyons May 5, 1994 /s/ Charles W. Robinson Director Charles W. Robinson May 5, 1994 /s/ Richard S. Vokey Director Richard S. Vokey May 5, 1994 /s/ William M. Weaver, Jr. Director William M. Weaver, Jr. May 5, 1994 EXHIBIT INDEX Exhibit Page Number Exhibit Description Number 4(a) The 1994 Non-Employee Directors Stock Option Stock Plan (filed as Exhibit A to Registrant's Proxy Statement dated March 17, 1994 (Commission file number 1-6016) and incorporated herein by reference)............................................... - 4(b) Form of Option Agreement and Exercise Form......................... 9 4(c) Restated Certificate of Incorporation (filed as Exhibit Number 3(a) to the Registrant's Form 10-K Annual Report for the fiscal year ended December 31, 1984 (Commission file number 1-6016) and incorporated herein by reference).................................. - 4(d) Certificate of Amendment of Restated Certificate of Incorporation (filed as Exhibit Number 3(c) to the Registrant's Form 10-K Annual Report for the fiscal year ended December 31, 1987 (Commission file number 1-6016) and incorporated herein by reference)........ - 4(e) Certificate of Designation, Preferences and Rights of Series B Junior Participating Preferred Stock (filed as Exhibit Number 3(e) to the Registrant's Form 10-K Annual Report for the fiscal year ended December 31, 1987 (Commission file number 1-6016) and incorporated herein by reference)................................ - 4(f) Certificate of Amendment of Restated Certificate of Incorporation (filed as Exhibit 3(g) to Registrant's Form 10-K Annual Report for the fiscal year ended December 31, 1993 (Commission file number 1-6016) and incorporated herein by reference).................... - 4(g) By-Laws, as amended through September 10, 1992 (filed as Exhibit Number 3(g) to the Registrant's Form 10-K Annual Report for the fiscal year ended December 31, 1992 (Commission file number 1-6016) and incorporated herein by reference).................... - 4(h) Rights Agreement, dated as of January 7, 1988, between the Registrant and Manufacturers Hanover Trust Company (filed as Exhibit Number 4 to the Registrant's Form 8-K Current Report dated January 7, 1988 (Commission file number 1-6016) and incorporated herein by reference)............................................. - 4(i) Amendment No. 1, dated as of December 5, 1990, between the Registrant and Harris Trust Company of New York as to the Rights Agreement, dated as of January 7, 1988, between the Registrant and Manufacturers Hanover Trust Company (filed as Exhibit Number 4.8 to the Registrant's Registration Statement on Form S-3 (Registration Statement No. 33-48545) and incorporated herein by reference)............................................. - 5 Opinion of McDara P. Folan, III, regarding the legality of the securities being registered...................................... 14 23(a) Consent of Coopers & Lybrand to the incorporation by reference in this Registration Statement of their report on the consolidated financial statements and the financial statement schedules included in the Registrant's Annual Report on Form 10-K for its fiscal year ended December 31, 1993................. 15 23(b) Consent of McDara P. Folan, III, to the filing of his opinion as Exhibit 5 to this Registration Statement is contained in Exhibit 5........................................................ 14 Exhibit 5 May 5, 1994 Securities and Exchange Commission Judiciary Plaza 450 5th Street, N.W. Washington, D.C. 20549 Re: 1994 Non-Employee Directors Stock Option Plan Ladies and Gentlemen: I have acted as counsel for The Allen Group Inc., a Delaware corporation (the "Registrant"), in connection with The Allen Group Inc. 1994 Non-Employee Directors Stock Option Plan (the "Plan"). I have examined such documents, records and matters of law as I have deemed necessary for purposes of this opinion, and based thereupon, I am of the opinion that the shares of Common Stock, par value $1.00 per share ("Common Stock"), that may be issued and sold pursuant to the Plan (and the authorized form of Option Agreement and Exercise Form thereunder) will be, when issued or transferred and sold in accordance with such Plan and such Option Agreements, duly authorized, validly issued, fully paid and nonassessable so long as the consideration received by the Registrant is at least equal to the par value of such Common Stock. I hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement on Form S-8 filed by the Registrant to effect registration of the Common Stock issued and sold pursuant to the Plan under the Securities Act of 1933. Very truly yours, McDara P. Folan, III EXHIBIT 23(a) CONSENT OF INDEPENDENT ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Form S-8 Registration Statement pertaining to The Allen Group Inc. 1994 Non-Employee Directors Stock Option Plan of our reports dated February 16, 1994, given upon our authority as experts in accounting and auditing, with respect to the consolidated financial statements and schedules of The Allen Group Inc. included in its Annual Report on Form 10-K for the year ended December 31, 1993, filed with the Securities and Exchange Commission. COOPERS & LYBRAND Cleveland, Ohio May 5, 1994 EX-1 2 EXHIBIT 4B TO DIRECTOR STOCK OPTION PLAN Exhibit 4(b) THE ALLEN GROUP INC. NON-QUALIFIED OPTION TO PURCHASE STOCK PURSUANT TO THE ALLEN GROUP INC. 1994 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN Number of Shares ______________ ______________, 19__ THE ALLEN GROUP INC., a Delaware corporation (hereinafter called the "Company"), pursuant to The Allen Group Inc. 1994 Non- Employee Directors Stock Option Plan (hereinafter called the "Plan"), a copy of which is attached hereto as Exhibit A and is incorporated herein by reference, hereby awards unto _____________________ (hereinafter called the "Director") a non- qualified option to purchase _______ shares of Common Stock of the Company, par value $1.00 per share, at a price of $________ per share, on the terms and subject to the conditions hereinafter set forth: 1. The number of shares and purchase price are subject to adjustment as provided in Section 7 of the Plan. 2. This option shall expire on the tenth anniversary of the date hereof and shall be exercisable 50 percent after the second anniversary of the date hereof, 75 percent after the third anniversary of the date hereby and 100 percent after the fourth anniversary of the date hereof. Notwithstanding the foregoing, upon the death of the Director at any time prior to the tenth anniversary of the date hereof, or upon the cessation of the Director's service as a director of the Company six months or more after the date hereof and prior to the tenth anniversary of the date hereof, this option shall become immediately exercisable. 3. (a) If the Director shall cease to serve as a director of the Company at any time six months or more after the date hereof, for any reason other than death, this option may be exercised within three months after such cessation. In the event of the Director's death within such three-month period or if the cessation of the Director's service as director shall have been due to his or her death, this option may be exercised at any time within one year after the Director's death by his or her executor or administrator or by the distributee to whom this option may have been transferred by will or by the laws of descent and distribution. (b) Notwithstanding anything to the contrary contained herein, if upon the Director's cessation of service the Director is or becomes an employee or a senior management consultant to the Company and/or its subsidiaries, this option may be exercised by the Director during the period ending on the earliest of (i) the ninetieth (90th) day following the date that the Director permanently ceases to render employment or consulting services to the Company and/or its subsidiaries, for any reason other than cessation by reason of death, or (ii) the date that is one year after the date described in clause (i) if the Director ceases to render employment or consulting services on account of his or her death (in which case the option may be exercised by the Director's executor or administrator or by the distributee to whom this option may have been transferred by will or by the laws of descent and distribution). (c) Except as permitted by this paragraph 3, no option shall be exercisable after the date of cessation of the Director's service as a director of the Company. Anything herein to the contrary notwithstanding, this option may in no event be exercised after the tenth anniversary of the date hereof. 4. During the lifetime of the Director, this option is exercisable only by the Director, and neither this option nor any right or privilege pertaining hereto may be transferred, assigned, pledged or hypothecated in any way, by operation of law or otherwise, and shall not be subject to execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this option or any right or privilege pertaining hereto, otherwise than by will or by the laws of descent and distribution, or upon the levy of any execution, attachment or similar process thereupon, this option and all rights and privileges given hereby shall immediately become null and void. 5. Subject to the conditions set forth herein, this option may be exercised only by the execution and delivery by the Director (or any person entitled to act under paragraph 3 hereof), to the Company of a written notice of exercise in the form attached hereto as Exhibit B (with appropriate changes in the case of a deceased Director), specifying the number of shares to be purchased and accompanied by payment in full for the shares purchased, either (a) in cash; (b) by the delivery of such number of shares of the Company's Common Stock multiplied by the last sale price of such Common Stock as reported on the New York Stock Exchange Composite Tape on the day such notice is received by the Company (or if no sale of such Common Stock shall have been made on such Exchange on that date, on the next preceding day on which there was a sale) which equals the option price stated in this option multiplied by the number of shares subject to that portion of this option in respect of which such notice shall be given; or (c) any combination of cash and shares of the Company's Common Stock valued as of the date and in the manner provided in (b) above. No fractional share of Common Stock shall be issued or transferred, and any such fractional share resulting from an adjustment pursuant to paragraph 1 hereof and Section 7 of the Plan shall be eliminated. 6. The Company shall, upon payment of the exercise price per share for the number of shares purchased and paid for, make prompt delivery of a certificate evidencing such shares to the Director or his or her executor, administrator or distributee pursuant to paragraph 3 hereof). 7. It shall be a condition to the obligation of the Company to issue or transfer shares of Common Stock upon the exercise of this option, whether such purchase price is paid in shares of Common Stock or cash, that the Director (or any person entitled to act under paragraph 3 hereof) pay to the Company, upon its demand, such amount as may be requested by the Company for the purpose of satisfying its liability, if any, to withhold federal, state or local income or other taxes incurred by the Company by reason of the exercise of this option. If the amount requested is not paid, the Company may refuse to issue or transfer shares of Common Stock upon exercise of this option. 8. The exercise of this option, and the Company's obligation to accept, sell and deliver shares of Common Stock pursuant to any such exercise, shall be subject to all applicable federal and state laws, rules and regulations and to such approvals by any regulatory or government agency as may be required. The Company shall not be required to issue or deliver any certificate or certificates for shares of its Common Stock prior to (a) the admission of such shares to listing on any stock exchange on which the stock may then be listed and (b) the completion of any registration or other qualification of such shares under any state or federal law or rulings or regulations of any government body, which the Company shall, in its sole discretion, determine to be necessary or advisable. 9. Except as provided herein, this option may not be amended or otherwise modified in a manner that is adverse to the interests of the Director unless evidenced in writing and signed by the Company and the Director. 10. The granting of this option shall in no way constitute or be evidence of any agreement or understanding, express or implied, that the Director has a right to continue as a director of the Company for any period of time, or at any particular rate of compensation. 11. All notices required hereby shall, unless otherwise provided herein, be mailed or delivered by hand or by recognized overnight delivery service to the parties at their respective addresses set forth beneath their names below or at such other address as may be designated in writing by either of the parties to one another. THE ALLEN GROUP INC. By: ______________________________ The Allen Group Inc. 25101 Chagrin Boulevard Suite 350 Beachwood, Ohio 44121 Attn: Treasurer The foregoing option is hereby accepted on the terms and conditions set forth herein. ___________________________ Director's Signature __________________________ Director's Social Security Number __________________________ __________________________ Director's Address Exhibit B NON-QUALIFIED OPTION __________________, 19__ The Allen Group Inc. 25101 Chagrin Boulevard Suite 350 Beachwood, OH 44122 ATTN: Treasurer I hereby exercise the non-qualified stock option granted to _______________ under date of ________________ to the extent of __________ shares of Common Stock of The Allen Group Inc. (the "Company") (the "Purchased Shares") at the option price of $________ per share, for a total exercise cost of $__________. In payment of the option price for the Purchased Shares, I am enclosing the following: A. Cash represented by a (personal check) (bank cashier's check) (money order)* payable to the order of the Company in the amount of $____________**, or B. ___________ shares of the Company's Common Stock owned by me having an aggregate fair market value to be determined by the last sale price of the Company's Common Stock as reported on the New York Stock Exchange Composite Tape on the date of receipt at the corporate office of the Company of this Exhibit B plus cash, if any, required to complete the full purchase price, represented by a (personal check) (bank cashier's check) (money order)* payable to the order of the Company in the amount of $______________. If the aggregate value of the Common Stock tendered herewith plus the amount of any cash do not constitute the full purchase price for the Purchased Shares, I agree to deliver additional shares and/or cash represented by a personal check, bank cashier's check or money order payable to the order of the Company for the balance due promptly after I am notified by you. I understand that all shares issuable to me upon the exercise of said stock option have been registered by the Company with the United States Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, and acknowledge receipt of the current prospectus relating to said shares. If I am an affiliate of the Company as defined in said Act, I also hereby agree that any sale of said shares by me will be made only in the manner set forth in said prospectus. Very truly yours, _____________________________________ Address: ________________________________ ________________________________ ______________________________ Witness * Strike out words that are not applicable ** Payment of the option price may also be made by a transfer of funds or an irrevocable credit to an authorized bank account of the Company; in such case, the foregoing exercise of the option will be effective on the date of such transfer or credit. -----END PRIVACY-ENHANCED MESSAGE-----