Exhibit 99.7
STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT made this 15th day of April, 1997 by SAF T LOK
INCORPORATED, a Florida corporation (the "Company"), in favor of XXXXXXX X.
XXXXXXX (the "Holder").
AGREEMENT:
For good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company has agreed, among other things, to grant the
Holder the Option (as herein defined).
1. Grant. The Company hereby grants to Holder the right to purchase fifty
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thousand (50,000) newly-issued shares (the "Shares") of the Company's common
stock, $0.01 par value (the "Common Stock"), exercisable at any time and from
time to time through December 31, 2001 (the "Option").
2. Exercise Price. The exercise price per Share for which all or any of the
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Shares may be purchased pursuant to the terms of the Option is two dollars and
fifty cents ($2.50) (the "Exercise Price").
3. Exercise. The Option may be exercised by the Holder as to all or in
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increments of ten thousand (10,000) Shares (or the balance of the Shares if less
than such number), upon delivery of written notice of intent to exercise in the
form attached hereto as Exhibit "A" to the Company at the following address:
00000 X.X. Xxxxxxx Xxxxxxx, Xxxxxxxx, Xxxxxxx 000000, or such other address as
the Company shall designate in a written notice to the Holder, together with
this Agreement and a check payable to the Company for the aggregate Exercise
Price of the Shares so purchased. Upon exercise of the Option as aforesaid, the
Company shall, as promptly as practicable, and in any event within thirty (30)
days thereafter, execute and deliver to the Holder a certificate or certificates
for the total number of whole Shares for which the Option is being exercised. If
the Option shall be exercised with respect to less than all of the Shares, the
Holder shall be entitled to receive a new Agreement covering the number of
Shares in respect of which the Option shall not have been exercised, which new
Agreement shall in all other respects be identical to this Agreement. The
Company covenants and agrees that it shall pay when due any and all state and
federal issue taxes which may be payable in respect of the issuance of the
Option or the issuance of any Shares upon exercise of the Option.
4. Covenants and Conditions. The above provisions are subject to the
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following:
(a) Neither the Option nor the Shares have been registered under the
Securities Act of 1933, as amended (the "Securities Act") or any state
securities laws (the "Blue Sky Laws"). The Option has been acquired for
investment purposes and not with a view to distribution or resale and may not be
pledged, hypothecated, sold, made subject to a security interest, or otherwise
transferred without (i) an effective registration statement under the Securities
Act and applicable Blue Sky Laws, or (ii) an option of counsel, which opinion
and counsel shall be reasonably satisfactory to the Company and its counsel,
that registration is not required under the Securities Act or under any other
applicable Blue Sky Laws. Transfer of the Shares issued upon the exercise of the
Option shall be restricted in the same manner and to the same extent as the
Option and the certificates representing such Shares shall bear substantially
the following legend:
THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES
LAW AND MAY NOT BE TRANSFERRED UNTIL (I) A REGISTRATION
STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES
LAW SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II)
IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY,
REGISTRATION UNDER THE ACT OR SUCH APPLICABLE STATE
SECURITIES LAW IS NOT REQUIRED IN CONNECTION WITH THE
PROPOSED TRANSFER.
The Holder agrees to execute such other documents and instruments as counsel for
the Company reasonably deems necessary to effect the compliance of the issuance
of the Option and any Shares issued upon exercise of the Option with applicable
federal and state securities laws.
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(b) The Company covenants and agrees that all Shares which may be issued
upon exercise of the Option shall upon issuance and payment therefor, be legally
and validly issued and outstanding, fully paid and nonassessable, free from all
taxes, liens, charges and preemptive rights, if any, with respect thereto or to
the issuance thereof. The Company shall at all times reserve and keep available
for issuance upon the exercise of the Option such number of authorized but
unissued shares of Common Stock as will be sufficient to permit the exercise in
full of the Option.
5. Transfer of Option. The Option may not be transferred, in whole or in
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part. In the event of the death or final determination of legal incapacity of
the Holder during such time as the Holder shall possess the Option granted
hereunder, the personal representative of the Holder may, for a period of ninety
(90) days following the date of death or final determination of legal
incapacity, exercise the Option to the extent that the Holder was entitled to
exercise the Option on such date. Any person so desiring to exercise the Option
shall be required, as condition to the exercise of the Option, to furnish to the
Company such documentation as the company shall deem necessary to evident the
authority of such person to exercise the Option on behalf of the Holder.
6. Adjust Upon Changes in Capitalization.
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(a) If all or any portion of the Option shall be exercised subsequent to
any stock split, stock dividend, recapitalization, combination of shares of the
Company, or other similar event occurring after the date hereof, then the Holder
exercising the Option shall receive, for the aggregate price paid upon the
exercise, the aggregate number and class of shares which the Holder would have
received if the Option had been exercised immediately prior to such stock slit,
stock dividend, recapitalization, combination of shares, or other similar event.
If any adjustment under this paragraph 6(a) would create a fractional share of
Common Stock or a right to acquire a fractional share of Common Stock, such
fractional share shall be disregarded and the number of shares subject to the
Option shall be the next higher number of shares, rounding all fractions upward.
Whenever there shall be an adjustment pursuant to this paragraph 6(a), the
Company shall forthwith notify the Holder of such adjustment, setting forth in
reasonable detail the event requiring the adjustment and the method by which
such adjustment was calculated.
(b) If all or any portion of the Option shall be exercised subsequent to
any merger, consolidation, exchange of shares, separation, reorganization or
liquidation of the Company or other similar event occurring after the date
hereof, as a result of which shares of Common Stock shall be changed into the
same or a different number of shares of the same or another class or classes of
securities of the Company or another entity, then the Holder exercising the
Option shall receive, for the aggregate price paid upon such exercise, the
aggregate number and the class of shares which the Holder would have received if
the Option had been exercised immediately prior to such merger, consolidation,
exchange of shares, separation, reorganization or liquidation, or other similar
event. It any adjustment under this paragraph 6(b) would create a fractional
share of Common Stock or a right to acquire a fractional share of Common Stock,
such fractional share shall be disregarded and the number of shares subject to
this Option shall be the next higher number of shares, rounding all fractions
upward. Whenever there shall be an adjustment pursuant to this paragraph 6(b),
the Company shall forthwith notify the Holder of such adjustment, setting forth
in reasonable detail the event requiring the adjustment and the method by which
such adjustment was calculated.
7. Notices. The Company shall provide the Holder with a copy of any notice
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that the company is required to provide those persons holding shares of the
Common Stock on the same date such persons receive such notice.
8. Loss, Destruction, Etc. of Agreement. Upon receipt of evidence
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satisfactory to the Company of the loss, theft, mutilation or destruction of
this Agreement, and in the case of any such loss, theft or destruction, upon
delivery of a bond of indemnity in such form and amount as shall be reasonably
satisfactory to the Company, or in the event of such mutilation, upon surrender
and cancellation of the Agreement, the Company shall make and deliver a new
Agreement of like tenor in lieu of such lost, stolen, destroyed or mutilated
Agreement. Any Agreement executed and delivered under the provisions of this
paragraph 8 in lieu of any Agreement alleged to be lost, destroyed or stolen, or
in lieu of any mutilated Agreement, shall constitute an original contractual
obligation on the part of the Company.
IN WITNESS WHEREOF, the Company and the Holder have executed this Stock Option
Agreement as of the date first above written.
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SAF T LOK INCORPORATED
By:_____________________________________
Xxxxxxxx X. Xxxxxx, Chairman
By:_____________________________________
XXXXXXX X. XXXXXXX
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Exhibit "A" to
Stock Option Agreement dated April 15, 1997
NOTICE OF EXERCISE OF OPTION TO PURCHASE
SHARES OF COMMON STOCK
OF SAF T LOK INCORPORATED
The undersigned does by this notice request that Saf T Lok Incorporated, a
Florida corporation (the "Company"), issue to the undersigned that number of
shares of Common Stock specified below (the "Shares") at the price per share
specified below pursuant to the exercise of the undersigned's option under the
Stock Option Agreement (the "Agreement") dated April 15, 1997 between the
undersigned and the Company.
Simultaneously herewith, the undersigned delivers to the Company the purchase
price for the Shares (i.e., that amount which is obtained by multiplying the
number of Shares for which the Option is being exercised by the price
specified), by good check.
The undersigned hereby represents and warrants that the undersigned is acquiring
the Shares for the undersigned's own account and not on behalf of any other
person and without any present view to making a public offering or distribution
of same and without any present intention of selling same at any particular time
or at any particular price or upon the occurrence of any particular event or
circumstance.
1. The undersigned acknowledges and understands that in connection with the
acquisition of the Shares by the undersigned: The Company has informed the
undersigned that the Shares are not registered under the Securities Act of 1933,
as amended (the "Act"), or applicable state securities or Blue Sky Law or laws,
and thus the Shares may not be transferred or otherwise disposed of until the
Shares are subsequently registered under the Act and the applicable state
securities or Blue Sky law or laws or an exemption from such registration
requirements is available.
2. The undersigned had been informed that a legend referring to the
restrictions indicated herein on transferability and sale will be placed upon
the certificate(s) evidencing the Shares.
3. If the undersigned is required to file a Form 144 with the Securities and
Exchange Commission in connection with sales of the shares pursuant to Rule 144
under the Act, the undersigned shall mail a copy of such form to the Company at
the same time and each time the undersigned mails a copy to the Securities and
Exchange Commission.
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A. Date of Stock Option Agreement: April 15, 1997.
B. Number of Shares covered by Agreement: 50,000.
C. Number of shares of Common Stock actually to be purchased at this time
(must be 10,000 Shares or whole multiples thereof and cannot be greater
than 50,000): _______________
D. Exercise price per share: $2.50
E. Aggregate price to be paid for Shares actually purchased (D multiplied by
C): $_________
Dated:_______________________
Very truly yours,
__________________________________________
XXXXXXX X. XXXXXXX
Residence:
0000 00xx Xx., X.X. #XX
Xxxxxxxxxx, X.X. 00000
ACCEPTED:
SAF T LOK INCORPORATED
By:_______________________________________
Title:____________________________________
Dated:____________________________________
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