-----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, VlXESQ9RslAN/gvhc54H2OZDRUACdSRr55ZtbvGna5RqVWZaFmE52f++mxe67b+K hrzFl/4ytr0bwtn2a9n3Aw== 0000898430-96-000420.txt : 19960213 0000898430-96-000420.hdr.sgml : 19960213 ACCESSION NUMBER: 0000898430-96-000420 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19960212 EFFECTIVENESS DATE: 19960302 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PERSONAL COMPUTER PRODUCTS INC CENTRAL INDEX KEY: 0000725394 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 330021693 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-00873 FILM NUMBER: 96515936 BUSINESS ADDRESS: STREET 1: 10865 RANCHO BERNARDO RD CITY: SAN DIEGO STATE: CA ZIP: 92127 BUSINESS PHONE: 6194858411 MAIL ADDRESS: STREET 1: 10865 RANCHO BERNARDO RD CITY: SAN DIEGO STATE: CA ZIP: 92127 S-8 1 ENGINEERING COMPENSATION PLAN As filed with the Securities and Exchange Commission on February 12, 1996 Registration No. _____________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------- PERSONAL COMPUTER PRODUCTS, INC. (Exact name of issuer as specified in its charter) DELAWARE 33-0021693 (State or other jurisdiction (IRS Employer Identification No.) of incorporation or organization) 11031 VIA FRONTERA SUITE 100, SAN DIEGO, CALIFORNIA 92127 (Address of principal executive offices) (Zip Code) ----------------- ENGINEERING COMPENSATION PLAN (Full title of the plan) ----------------- EDWARD W. SAVARESE C/O PERSONAL COMPUTER PRODUCTS, INC. 11031 VIA FRONTERA SUITE 100, SAN DIEGO, CALIFORNIA 92127 (Name and address of agent for service) (619) 485-8411 (Telephone number, including area code, of agent for service) ----------------- CALCULATION OF REGISTRATION FEE
Proposed Title of Maximum Proposed Securities Amount Offering Maximum Amount of to be to be Price per Aggregate Registration Registered Registered share Offering Price Fee ---------- ---------- --------- -------------- ------------ Common Stock, $0.005 par value; Written 568,000(1) $0.20 $113,600(2) $100.00 Compensation Agreements with Employees
(1) This Registration Statement shall also cover any additional shares of Common Stock which become issuable under the Personal Computer Products, Inc. options related to the written Compensation Agreements by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant's outstanding shares of Common Stock. (2) Calculated solely for purposes of this offering under Rule 457(h) of the Securities Act of 1933 as follows: 568,000 shares at $0.20 per share. PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Item 1. Plan Information. ----------------- See Exhibit 99.1 Item 2. Registrant Information and Employee Plan Annual Information. ------------------------------------------------------------ See Exhibit 99.1 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Personal Computer Products, Inc. (the "Registrant") hereby files this Registration Statement with the Securities and Exchange Commission (the "Commission") on Form S-8 to register 568,000 shares of the Registrant's Common Stock for issuance pursuant to options related to the Registrant's written Compensation Agreements with its Employees. Item 3. Incorporation of Certain Documents by Reference ----------------------------------------------- The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the Commission: (a) The Registrant's Annual Report on Form 10-KSB, for the fiscal year ended June 30, 1995. (b) All other reports filed by the Registrant pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since the end of the fiscal year covered by the Annual Report on Form 10-KSB. (c) The Registrant's Form 8-A filed on July 6, 1984 pursuant to Section 12 of the Exchange Act, in which there is described the terms, rights and provisions applicable to the Registrant's outstanding Common Stock. All reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Item 4. Description of Securities -------------------------- Not applicable. Item 5. Interests of Named Experts and Counsel -------------------------------------- Not applicable. Item 6. Indemnification of Directors and Officers ----------------------------------------- (a) Section 145 of the Delaware General Corporation Law permits indemnification of officers and directors of the Registrant under certain conditions and subject to certain 2 limitations. Section 145 of the Delaware General Corporation Law also provides that a corporation has the power to purchase and maintain insurance on behalf of its officers and directors against any liability asserted against such person and incurred by him or her in such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability under the provisions of Section 145 of the Delaware General Corporation Law. (b) Article X of the Bylaws of the Registrant provides that the Registrant shall indemnify its officers, directors and employees. The rights to indemnity thereunder continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors, and administrators of the person. In addition, expenses incurred by a director or officer in defending any action, suit or proceeding by reason of the fact that he or she is or was a director or officer of the Registrant shall be paid by the Registrant unless such officer, director or employee is adjudged liable for negligence or misconduct in the performance of his or her duties. (c) Article Fourth of the Registrant's Certificate of Incorporation provides that the Registrant shall indemnify all persons whom it may indemnify pursuant to Section 145 of the Delaware General Corporation Law to the full extent permitted by such Section 145. Item 7. Exemption from Registration Claimed ----------------------------------- Not Applicable. Item 8. Exhibits --------
Exhibit Number Exhibit -------------- ------- 5. Opinion of Steven L. Siskind 23.1 Consent of Independent Accountants - Boros & Farrington APC 23.2 Consent of Steven L. Siskind is contained in Exhibit 5 99.1 Summary and Prospectus 99.2 Form of Stock Option Agreement 99.3 Compensation Agreement
Item 9. Undertakings ------------ A. The undersigned Registrant hereby undertakes: (1) to file, during any period in which it offers or sells securities, a post-effective amendment to this Registration Statement (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, (ii) to reflect in the prospectus any facts or events which individually, or together, represent a fundamental change in the information in the Registration Statement, and (iii) to include any additional or changed material information on the plan of distribution; provided, that as to paragraphs (1)(i) and (1)(ii) the information required in a post-effective amendment may be incorporated by reference from periodic reports filed by the Registrant under the Securities Exchange Act; (2) that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement of the securities offered, and the offering of such securities at that time shall be deemed to be 3 the initial bona fide offering thereof; and (3) to file a post-effective amendment to remove from registration any of the securities being registered which remain unsold at the end of the offering. B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or 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 of 1933 (the "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. The remainder of this page has been intentionally left blank. ------------------------------------------------------------- 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing 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 San Diego, State of California, on this 12th day of February, 1996. PERSONAL COMPUTER PRODUCTS, INC. ---------------------------------------- Edward W. Savarese Vice Chairman, President and Chief Executive Officer ---------------------------------------- Ralph R. Barry Chief Financial Officer, Secretary and Treasurer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- _______________________ Vice Chairman, President, February 12, 1996 (Edward W. Savarese) Chief Executive Officer and Director (Principal Executive Officer) _______________________ Chief Financial Officer, February 12, 1996 (Ralph R. Barry) Secretary and Treasurer, (Principal Financial Officer) _______________________ Executive Vice President February 12, 1996 (Brian Bonar) and Director _______________________ Chairman February 12, 1996 (Harry J. Saal) _______________________ Director February 12, 1996 (Irwin Roth)
5 EXHIBIT INDEX Exhibit Number Exhibit 5. Opinion of Steven L. Siskind 23.1 Consent of Independent Accountants - Boros & Farrington APC 23.2 Consent of Steven L. Siskind is contained in Exhibit 5 99.1 Summary and Prospectus 99.2 Form of Stock Option Agreement 99.3 Compensation Agreement 6 EX-5 2 STEVE SISKIND CONSENT EXHIBIT 5 February 9, 1996 Personal Computer Products, Inc. 10865 Rancho Bernardo Road San Diego, CA 92127 Gentlemen: I have reviewed a Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission, for the Engineering Compensation Plan of Personal Computer Products, Inc. (the "Company"), relating to an offering of 568,000 shares of common stock of the Company (the "Shares"), which shares have been issued pursuant to options (the "Options") granted under the Company's written Compensation Agreements with its employees (the "Agreements"), filed as an exhibit to the Registration Statement. I have examined the Certificate of Incorporation, as amended, and the By-Laws of the Company and all amendments thereto, the Registration Statement and originals, or copies certified to my satisfaction, of such records of meetings, written actions in lieu of meetings, or resolutions adopted at meetings, of the directors of the Company, and such other documents and instruments as in my judgment are necessary or appropriate to enable me to render the opinions expressed below. In examination of the foregoing documents, I have assumed the genuineness of all signatures and the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as certified or photostatic copies, and the authenticity of the originals of such latter documents. Based upon and subject to the foregoing, I am of the opinion that the Shares have been duly and validly authorized for issuance under the Agreements, and when issued against payment therefor in accordance with the terms of the Agreements and the Options, will be duly authorized, validly issued, fully paid and nonassessable shares of the Company's common stock, $0.005 value per share. I hereby consent to the filing of this opinion as an Exhibit to the Registration Statement. Very truly yours, STEVEN L. SISKIND New York, New York EX-23.1 3 BOROS & FARRINGTON CONSENT EXHIBIT 23.1 Consent of Independent Accounts ------------------------------- We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated September 25, 1995 which appears on Page 14 of Personal Computer Products, Inc.'s Annual Report on Form 10-KSB for the year ended June 30, 1995. BOROS & FARRINGTON APC San Diego, California February 9, 1996 EX-99.1 4 SUMMARY & PROSPECTUS EXHIBIT 99.1 PERSONAL COMPUTER PRODUCTS, INC. ____________________________ ENGINEERING COMPENSATION PLAN SUMMARY AND PROSPECTUS ____________________________ The date of this Prospectus is February 12, 1996 THIS DOCUMENT CONSTITUTES PART OF THE OFFICIAL PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. A. General Information ------------------- INFORMATION ON THE ENGINEERING COMPENSATION PLAN Personal Computer Products, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), is offering newly issued shares of its common stock ("Common Stock") to eligible employees of the Corporation ("Recipients") pursuant to options related to the Corporation's written Compensation Agreements with Recipients (the "Options"). The Options have been granted at the times and to the individuals and in the amounts set forth in Section B below. The purpose of the Options is to reward certain employees of the Corporation for extraordinary efforts and successes in various areas during the Corporation's 1994 and 1995 fiscal years, and to encourage similar efforts in the future. Only the individuals set forth in Section B below are eligible to receive Options. Options were granted by the full Board of Directors in its discretion. The Options are not assignable or transferable except in connection with the holder's death. The Options are not subject to any provisions of the Employee Retirement Income Security Act of 1974 or Section 401(a) of the Internal Revenue Code. Upon exercise of the Options, a Recipient will receive shares of Common Stock. The Common Stock will be made available either from authorized but unissued shares of Common Stock or from shares of Common Stock reacquired by the Corporation, including shares repurchased on the open market. In the event there should be any change in the outstanding Common Stock by reason of a stock dividend, stock split, recapitalization, combination of shares or other change affecting the outstanding Common Stock as a class without receipt of consideration, appropriate adjustments will automatically be made to the number and/or class of shares and the exercise price per share in effect under the Options in order to preclude the dilution or enlargement of benefits thereunder. The Recipient will not have the rights of a stockholder with respect to the shares covered by the Options until he exercises the Options, pays the exercise price and is issued a stock certificate for the purchased shares. The Options cannot be assigned or transferred, except by the provisions of the Recipient's will or the laws of inheritance following his death. If a Recipient dies while his Options are outstanding, the personal representative of his estate or the person or persons to whom the Options are transferred by the provisions of his will or the laws of inheritance following his death may exercise the Options. The Options become exercisable for the Option shares on the dates set forth in Section B below. The Options may be exercised at any time thereafter and prior to the end of the Option term except as otherwise indicated in Section B below. A Recipient may exercise the Options by (i) paying the exercise price in cash or by check (the Board of Directors may in its discretion, allow a Recipient to finance part of the exercise price of his or her Options through a loan from the Corporation), and (ii) executing and delivering to the Secretary of the Corporation upon the exercise of the Options a written notice of exercise substantially in the same form as Exhibit "A" to the Corporation's form of Option Certificate, attached hereto as Schedule "A" (the "Option"). The exercise price and expiration dates of the Options are set forth in Section B below. Recipients may obtain additional information about the Engineering Compensation Plan and its administration by contacting Ralph R. Barry at Personal Computer Products, Inc., 10865 Rancho Bernardo Road, San Diego, California 92127, (619) 485-8411. Mr. Barry is Secretary of the Corporation. B. Details Regarding the Options -----------------------------
Issue Date Number Expiration Date Name Price No. Shares First Exercisable(1) ---------- ------ --------------- ---- ----- ------------------------------- October 12, 1995 250,000 April 25, 2005 Brian Bonar $0.20 100,000 on April 25, 1996 75,000 on April 25, 1997 75,000 on April 25, 1998 October 12, 1995 75,000 April 25, 2005 Alan Miller $0.20 25,000 on April 25, 1996 25,000 on April 25, 1997 25,000 on April 25, 1998 October 12, 1995 98,000 October 14, 2005 Alan Miller $0.20 23,000 on October 12, 1995 25,000 on October 12, 1996 25,000 on October 12, 1997 25,000 on October 12, 1998 October 12, 1995 50,000 April 25, 2005 Haim Schwartz $0.20 20,000 on April 25, 1996 15,000 on April 25, 1997 15,000 on April 25, 1998 October 12, 1995 25,000 October 14, 2005 Haim Schwartz $0.20 8,500 on October 12, 1996 8,500 on October 12, 1997 8,000 on October 12, 1998 October 12, 1995 25,000 October 14, 2005 William Schupp $0.20 8,500 on October 12, 1996 8,500 on October 12, 1997 8,000 on October 12, 1998 October 12, 1995 15,000 October 14, 2005 Jeffrey Johnson $0.20 5,000 on October 12, 1996 5,000 on October 12, 1997 5,000 on October 12, 1998 October 12, 1995 15,000 October 14, 2005 William Sostrich $0.20 5,000 on October 12, 1996 5,000 on October 12, 1997 5,000 on October 12, 1998 October 12, 1995 15,000 October 14, 2005 Gary Johnson $0.20 5,000 on October 12, 1996 5,000 on October 12, 1997 5,000 on October 12, 1998
(1) Option shall become first exercisable on the date provided only if the named holder continues to be employed by (or as a director of) either the Corporation or one of the Corporation's subsidiaries on such date. An Option, otherwise exercisable, shall terminate entirely and cease to be exercisable should the named holder cease to be an employee of the Corporation or one of its subsidiaries in accordance with the provisions of Section 5 of the Option Agreement. C. Resale Restrictions ------------------- The Options do not impose any restrictions on resale of the securities acquired upon exercise of the Options. D. Tax Effects of Options ---------------------- The following is a general description of the Federal income tax consequences of the Options. State and local tax treatment, which is not discussed below, may vary from such Federal income tax treatment. A Recipient should consult with his own tax advisor as to the tax consequences of the grant and exercise of the Options. A Recipient will recognize ordinary income in the year in which an Option is exercised equal to the amount by which the fair market value of the purchased shares on the date of exercise exceeds the exercise price. This income will be reported by the Corporation on a Form W-2 for the year (or perhaps, in the case of a non-employee, Form 1099), and a Recipient will be required to satisfy any tax withholding requirements applicable to this income. A Recipient will recognize capital gain or loss upon the disposition of shares purchased under an Option. The gain or loss will be long-term if the shares are held for more than one (1) year prior to the disposition. The holding period normally starts at the time the Option is exercised. The Corporation will be entitled to an income tax deduction equal to the amount of ordinary income a Recipient recognizes in connection with the exercise of the Option, provided the applicable withholding requirements are satisfied. The deduction will, in general, be allowed for the taxable year of the Corporation in which a Recipient recognizes such ordinary income. E. Available Documents ------------------- Personal Computer Products, Inc., is a Delaware corporation which maintains its principal executive offices at 10865 Rancho Bernardo Road, San Diego, California 92127. The telephone number at the executive offices is (619) 485- 8411. A Recipient may contact the Corporation at this address or telephone number for further information concerning the Options and their administration. A copy of the Corporation's Annual Report to Stockholders for the most recent fiscal year will be furnished to a Recipient and additional copies will be furnished, without charge, upon written or oral request to Ralph R. Barry, Secretary, Personal Computer Products, Inc., 10865 Rancho Bernardo Road, San Diego, California 92127, or upon telephoning the Corporation at (619) 485-8411. In addition, a Recipient may obtain, without charge, upon written or oral request to the Secretary, a copy of any of the documents listed below, which are hereby incorporated by reference into this Prospectus, other than certain exhibits to such documents: 1. The Corporation's Annual Report on Form 10-KSB for the fiscal year ended June 30, 1995 filed with the Securities and Exchange Commission (the "Commission"); 2. The Corporation's Registration Statement on Form 8-A filed with the Commission on July 6, 1984, in which there is described the terms, rights and provisions applicable to the Corporation's outstanding Common Stock. The Corporation will also deliver to a Recipient without charge a copy of all reports, proxy statements and other communications distributed to the Corporation's stockholders. EX-99.2 5 FORM OF STOCK WARRANT AGRMT EXHIBIT 99.2 PERSONAL COMPUTER PRODUCTS, INC. -------------------------------- STOCK OPTION AGREEMENT ---------------------- (Non-Qualified) AGREEMENT made as of this __th day of _____, 199_, by and between Personal Computer Products, Inc., a Delaware corporation (hereinafter called "Company"), and ____________ (hereinafter called "Optionee"). WITNESSETH: ----------- RECITALS -------- A. The Board of Directors of the Company has determined it is in the best interests of the Company to grant non-qualified options to Optionee pursuant to the terms of this Agreement. B. The granted option is intended to be a non-qualified stock option which does not satisfy the requirements of Section 422 of the Internal Revenue Code. NOW, THEREFORE, it is hereby agreed as follows: 1. Grant of Option. Subject to and upon the terms and conditions set forth --------------- in this Agreement, the Company hereby grants to Optionee, as of the date of this Agreement (the "Grant Date"), a stock option to purchase up to ________________ (__,000) shares of Common Stock $0.005 par value per share, of the Company (the "Optioned Shares") from time to time during the option term at the option price of $0.20 per share (the "Option Price"). 2. Option Term. This option shall expire at the close of business on _______ ----------- __, 200_ (the "Expiration Date"). 3. Right of Exercise. Optionee may, any time prior to the Expiration Date, ----------------- pursuant to the terms of this Agreement (including provisions providing for early termination of the option), elect to exercise this option to purchase the Optioned Shares; provided, that such right of exercise shall be further limited by the following vesting schedule: (i) ______ of the Optioned Shares shall first vest and become exercisable on _______ __, 199_; (ii) an additional ______ of the Optioned Shares on _______ __, 199_; and (iii) an additional ______ of the Optioned Shares on _______ __, 199_. (iv) an additional ______ of the Optioned Shares on _______ __, 199_. 4. Manner of Exercising Option. ---------------------------- (a) In order to exercise this option with respect to all or any part of the Optioned Shares for which this option is at the time exercisable, Optionee (or in the case of exercise after Optionee's death, the Optionee's executor, administrator, heir or legatee, as the case may be) must take the following actions: (i) Execute and deliver to the Secretary of the Company written notice of exercise (the "Notice"). Any such Notice shall be substantially in the same form as attached Exhibit "A"; (ii) Pay the aggregate option price for the purchased shares (plus an amount equal to required federal and state tax withholding on the taxable income recognized at the time of such exercise) in cash; and (iii) Furnish to the Company appropriate documentation that the person or persons exercising the option, if other than Optionee, have the right to exercise this option. (b) This option shall be deemed to have been exercised with respect to the number of Optioned Shares specified in the Notice at such time as the Notice has been delivered to the Company. Payment of the option price (and withholding amount) shall immediately become due and shall accompany the Notice. As soon thereafter as practical, the Company shall mail or deliver to Optionee or to the other person or persons exercising this option a certificate or certificates representing the shares so purchased and paid for. 5. Termination of Employment. -------------------------- (a) Should Optionee cease to be an employee or director of the Company, or one of the Company's subsidiaries (other than by reason of death, permanent disability or termination for cause), this option will, solely to the extent that it is exercisable immediately prior to such cessation of employee status, remain exercisable during the three-month period following the date of such cessation of employee or director status and at such point this option will terminate entirely and cease to be exercisable; provided, however, in no event will this option be exercisable at any time after the Expiration Date. (b) Should Optionee become permanently disabled and cease by reason thereof to be an employee or director of the Company, or one of the Company's subsidiaries, this option will, solely to the extent that it is exercisable immediately prior to such cessation of employee or director status, remain exercisable during the one-year period following the date of such cessation of employee or director status and at such point this option will terminate entirely and cease to be exercisable; provided, however, in no event will this option be exercisable at any time after the Expiration Date. Optionee will be deemed to be permanently disabled if Optionee is, by reason of any medically determinable physical or mental impairment expected to result in death or to be of continuous duration of not less than one year, unable to engage in any substantial gainful employment. (c) Should Optionee die while still an employee or director of the Company, or one of the Company's subsidiaries, (or during the three-month period referred to in subparagraph (a) or during the one-year period referred to in subparagraph (b)), the executors or administrators of Optionee's estate or Optionee's heirs or legatees (as the case may be) will have the right to exercise this option, solely to the extent that it is exercisable immediately prior to the Optionee's death; provided, however, in no event will this option be exercisable at any time after the Expiration Date. (d) Should Optionee's employment be terminated for cause (including, but not limited to, any act of dishonesty, unethical conduct, willful misconduct, insubordination, fraud or embezzlement, or any unauthorized disclosure of confidential information or trade secrets), this option will immediately terminate entirely and cease to be exercisable when notice of termination of employment is given. 6. Adjustment in Option Shares. ---------------------------- (a) In the event any change is made to the Common split, stock dividend, combination of shares, or other change affecting the outstanding Common Stock as a class without receipt of consideration, then appropriate adjustments will be made to (i) the total number of Optioned Shares subject to this option and (ii) the Option Price payable per share in order to reflect such change and thereby preclude a diminution or enlargement of benefits thereunder. (b) If the Company is the acquired or non-surviving entity in any merger or other business combination, then this option, if outstanding immediately after such merger or other business combination, shall be appropriately adjusted to apply and pertain to the number and class of securities which would be issuable to the Optionee in the consummation of such merger or business combination if the option were exercised immediately prior to such merger or business combination, and appropriate adjustments shall also be made to the Option Price payable per share, provided the aggregate Option Price payable hereunder shall remain the same. (c) This Agreement shall not in any way affect the right of the Company to adjust, reclassify, reorganize or otherwise make changes in its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets. 7. Option Nontransferable: Exception. This option shall be neither --------------------------------- transferable nor assignable by Optionee other than by will or the laws of descent and distribution. 8. Privilege of Stock Ownership. The holder of this option shall not have any ---------------------------- of the rights of a shareholder with respect to the Optioned Shares until such individual shall have exercised the option and paid the Option Price. 9. Compliance with Laws and Regulations. ------------------------------------- (a) The exercise of this option and the issuance of Optioned Shares upon such exercise shall be subject to compliance by the Company and the Optionee with all applicable requirements of law relating thereto and with all applicable regulations of any stock exchange on which shares of the Company's Common Stock may be listed at the time of such exercise and issuance. (b) In connection with and as a condition to the exercise of this option, Optionee shall execute and deliver to the Company such representations in writing as may be requested by the Company in order for it to comply with the applicable requirements of federal and state securities laws. (c) Share certificates issued upon exercise of this option shall contain appropriate restrictive legends in connection with federal and state securities laws. 10. Successors and Assigns. The provisions of this Agreement shall inure to ---------------------- the benefit of, and be binding upon, the successors, administrators, heirs, legal representatives and assigns of Optionee and the successors and assigns of the Company. 11. Notices. Any notice required to be given or delivered to the Company under ------- the terms of this Agreement shall be in writing and addressed to the Company in care of its Secretary at its corporate offices. Any notice required to be given or delivered to Optionee shall be in writing and addressed to Optionee at the address indicated below Optionee's signature line on this Agreement. All notices shall be deemed to have been given or delivered upon personal delivery or three business days after deposit in the U.S. mail, postage prepaid and properly addressed to the party to be notified. 12. No Employment Contract. Nothing in this Agreement confers upon Optionee ---------------------- any right to continue in the employ of the Company, or any of the Company's subsidiaries or interferes with or restricts in any way the rights of the Company, or any of the Company's subsidiaries, which are hereby expressly reserved, to discharge Optionee at any time for any reason or no reason, with or without cause (except as may be expressly otherwise stated in a formal written employment agreement between the Company, or any of the Company's subsidiaries and Optionee). Except to the extent the terms of any formal written employment agreement between the Company, or any of the Company's subsidiaries and Optionee may expressly provide otherwise, neither the Company nor any of the Company's subsidiaries is under any obligation to continue the employment of Optionee for any period of specific duration. 13. Construction. All decisions of the Board of Directors of the Company with ------------ respect to any question or issue arising under this Agreement shall be conclusive and binding on all persons having an interest in this option. 14. Governing Law. The interpretation, performance, and enforcement of this ------------- Agreement shall be governed by the laws of the State of California. 15. Counterparts. This Agreement may be executed in counterparts, each of ------------ which shall be deemed an original, but all of which together shall constitute one and the same instrument. 16. Amendments. No amendment, modification, or supplement of this agreement ---------- shall be binding unless executed in writing and signed by all of the parties hereto. 17. Entire Agreement. This Agreement, together with all exhibits hereto, ---------------- constitutes the entire agreement among the parties pertaining to the subject matter hereof and completely supersedes all prior or contemporaneous agreements, understandings, arrangements, commitments, negotiations and discussions of the parties, whether oral or written (all of which shall have no substantive significance or evidentiary effect). Each party acknowledges, represents and warrants that it has not relied on any representation, agreement, understanding, arrangements or commitment which has not been expressly set forth in this Agreement. Each party acknowledges, represents and warrants that this Agreement is fully integrated and not in need of parol evidence in order to reflect the intentions of the parties. The parties specifically intend that the literal words of this Agreement shall, alone, conclusively determine all questions concerning the parties' intent. IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in duplicate on its behalf by its duly authorized officer and Optionee has also executed this Agreement in duplicate, all as of the day and year indicated above. COMPANY: PERSONAL COMPUTER PRODUCTS, INC., a Delaware corporation By: ------------------------------------------------------- Address: 10865 Rancho Bernardo Road San Diego, CA 92127 OPTIONEE: By: ______________________________ Address: ______________________________ ______________________________ EXHIBIT "A" EXERCISE NOTICE ________________, 19__ Personal Computer Products, Inc. 10865 Rancho Bernardo Road San Diego, CA 92127 Attn.: Corporate Secretary Gentlemen: The undersigned hereby elects to exercise his right to purchase ____________ shares of Common Stock (the "Shares") of Personal Computer Products, Inc., a Delaware corporation ("PCPI"), pursuant to and in accordance with the Option dated ______ ___, 199_, subject to compliance with the terms and conditions of the Option. The undersigned hereby represents that he is acquiring such shares for his own account, for investment purposes only, and not with a view to any resale or distribution thereof. Very truly yours, --------------------------- Signature --------------------------- Print A-1 EX-99.3 6 COMPENSATION AGREEMENT EXHIBIT 99.3 COMPENSATION AGREEMENT ---------------------- Agreement dated as of the __th day of ______, 1995 by and between ___________ ("Employee") and Personal Computer Products, Inc., a Delaware corporation ("Company"). WITNESSETH ---------- WHEREAS, Employee provides and has provided services (the "Services") to the Company. WHEREAS, as part of the overall compensation to be paid Employee for such Services, Company has previously granted Employee Options to purchase an aggregate of ___,___ shares of the Company's Common Stock (the "Options") upon the terms and conditions set forth in the Option Certificate dated _______ ___, 1995 (the "Option Certificate") and attached hereto as Exhibit 99.2. WHEREAS, Company and Employee now wish to memorialize, in writing, certain agreements and understandings existing between them at the time the Option Certificate was executed. NOW, THEREFORE, in consideration of the above premises, the parties hereto agree as follows: 1. Company and Employee acknowledge and agree that the Options were granted as compensation for the Services and not for any capital-raising purposes or in connection with any capital-raising activities. 2. The Options are not assignable or transferable except in connection with the Employee's death. 3. This agreement is intended solely to memorialize the agreement and understanding existing between Employee and Company at the time the Options were granted and the Option Certificate was executed. Nothing herein or in the Option Certificate is intended to provide Employee with the right to remain in the Company's service for any specific period. IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the date first above written. PERSONAL COMPUTER PRODUCTS, INC. ________________________________ By:________________________________________ ________________________________ Its:_______________________________________ Employees Printed Name -----END PRIVACY-ENHANCED MESSAGE-----