-----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, DHnQjg2b4BnMHBx9XdR3CgWLGnJ9mrG3GLsvxd+OgnLAL0nA5DAIoeXgK943T6n+ 86qxnzgg64deXOauavj4Nw== 0001047469-99-035089.txt : 19990909 0001047469-99-035089.hdr.sgml : 19990909 ACCESSION NUMBER: 0001047469-99-035089 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19990908 EFFECTIVENESS DATE: 19990908 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMRGLOBAL CORP CENTRAL INDEX KEY: 0001021772 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 592911475 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-86753 FILM NUMBER: 99707989 BUSINESS ADDRESS: STREET 1: 100 SOUTH MISSOURI AVENUE CITY: CLEARWATER STATE: FL ZIP: 33756 BUSINESS PHONE: 7277977080 MAIL ADDRESS: STREET 1: 100 SOUTH MISSOURI AVENUE CITY: CLEARWATER STATE: FL ZIP: 33756 FORMER COMPANY: FORMER CONFORMED NAME: INFORMATION MANAGEMENT RESOURCES INC DATE OF NAME CHANGE: 19960828 S-8 1 FORM S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 8, 1999 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------------------ IMRglobal CORP. (Exact name of Registrant as Specified in Its Charter) FLORIDA 59-2911475 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) ------------------------------------ 100 SOUTH MISSOURI AVENUE CLEARWATER, FLORIDA 33756 (727) 467-8000 (Address of Registrant's Principal Executive Offices, including Zip Code) ------------------------------------ IMRglobal CORP. 1999 EMPLOYEE STOCK INCENTIVE PLAN (Full Title of the Plan) DILIP PATEL VICE PRESIDENT AND CO-GENERAL COUNSEL IMRglobal CORP. 100 SOUTH MISSOURI AVENUE CLEARWATER, FLORIDA 33756 (727) 467-8000 (Name, Address, and Telephone Number, Including Area Code, of Agent for Service) COPY TO: THOMAS J. EGAN, JR., ESQ. BAKER & MCKENZIE 815 CONNECTICUT AVENUE, N.W. WASHINGTON, DC 20006 (202) 452-7050 ------------------------------------ - -------------------------------------------------------------------------------- CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM AMOUNT TO PROPOSED MAXIMUM AGGREGATE AMOUNT OF TITLE OF SECURITIES TO BE BE OFFERING-PRICE-PER OFFERING REGISTRATION REGISTERED REGISTERED SHARE(2) PRICE(2) FEE(2) - ------------------------------------- ------------- ------------------ ----------- ------------- Common Stock, par value $.10 per 2,000,000 (1) $16.063 $32,126,000 $8,931.03 share(2)
- ------------------ (1) The maximum number of shares of common stock issuable upon exercise of options granted or to be granted under the IMRglobal Corp. 1999 Employee Stock Incentive Plan consists of 2,000,000 shares which are being registered under this Registration Statement and for which a registration fee is being paid. Additionally, an indeterminate number of additional shares which may be offered and issued to prevent dilution resulting from stock splits, stock dividends or similar transactions are being registered hereunder for which no additional fee is required. (2) Under Rule 457(h) of the Securities Act of 1933, as amended, the registration fee may be calculated based upon the average of the high and low sales prices of the common stock of IMRglobal Corp. as reported on the NASDAQ National Market on September 7, 1999 (a date within 5 business days prior to filing of this Registration Statement) of $16.063 per share for a total offering of $32,126,000. PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS ITEM 1. PLAN INFORMATION The documents containing the information specified in Part I of Form S-8 will be sent or given to employees of IMRglobal Corp. (the "Company") as specified by Rule 428(b)(1) promulgated under the Securities Act of 1933, as amended (the "Securities Act"). Such documents will not be filed with the Securities and Exchange Commission (the "SEC"). These documents, together with the documents incorporated by reference into this Registration Statement, pursuant to Item 3 of Part II hereof, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION The Company shall furnish without charge to each participant in the Company's 1999 Employee Stock Incentive Plan (the "Plan"), on the written or oral request of such person, a copy of any or all of the documents incorporated by reference in Item 3 of Part II of this Registration Statement, which documents are incorporated by reference in the Section 10(a) prospectus, as well as any document required to be delivered to employees pursuant to Rule 428(b) under the Securities Act. Requests should be directed to IMRglobal Corp., 100 S. Missouri Avenue, Clearwater, Florida 33756, (727) 467-8000. All information in this Registration Statement and the prospectus is qualified in its entirety by the detailed information, including financial statements, appearing in the documents incorporated herein or therein by reference. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents filed by the Company with the SEC are hereby incorporated by reference in this Registration Statement: (a) The Company's latest annual report on Form 10-K filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"). (b) All other reports filed pursuant to Section13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Company's document referred to in (1) above. (c) The description of the Company's common stock contained in the Company's Registration Statement on Form 8-A filed with the SEC pursuant to Section 12 of the Exchange Act. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment indicating that all securities offered under the Plan have been sold, or deregistering all securities then remaining unsold thereunder, shall be deemed to be incorporated by reference herein and shall be deemed to be a part hereof from the date of filing 3 of such documents. Any statement contained in any document incorporated or deemed to be incorporated by reference herein or therein shall be deemed to be modified or superseded for purposes of this Registration Statement and the prospectus to the extent that a statement contained therein or in any other subsequently filed document that is also incorporated or deemed to be incorporated therein by reference, 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 and prospectus. ITEM 4. DESCRIPTION OF SECURITIES A description of the Company's common stock is incorporated by reference under Item 3. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Certain legal matters in connection with the common stock registered hereunder have been passed upon by Baker & McKenzie, Washington, DC. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Company's Amended and Restated Articles of Incorporation and Restated Bylaws provide that the liability of the directors for monetary damages shall be limited to the fullest extent permissible under Florida law. This limitation of liability does not affect the availability of injunctive relief or other equitable remedies. The Company's Restated Bylaws provide that the Company will indemnify its directors and officers to the fullest extent possible under Florida law. These indemnification provisions require the Company to indemnify such persons against certain liabilities and expenses to which they may become subject by reason of their service as a director or officer of the Company or any of its affiliated enterprises. In addition, the Company has entered into indemnification agreements with each of its directors providing indemnification to the fullest extent permitted by applicable law and also setting forth certain procedures, including the advancement of expenses, that apply in the event of a claim for indemnification. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS For a list of all exhibits filed or included as part of this Registration Statement, see "Index to Exhibits" at the end of this Registration Statement. ITEM 9. UNDERTAKINGS. (a) The undersigned 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 of 1933; 4 (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, Form S-8, or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or 15(d) of the Exchange Act 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 undersigned 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 159d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Exchange Act) 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 SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of the 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 Securities Act and will be governed by the final adjudication of such issue. 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, IMRglobal Corp. certifies that is has reasonable ground to believe that it meets all of the requirements for filing a registration statement on Form S-8 and has duly caused this Registration Statement to be signed on its behalf of the undersigned, thereunto duly authorized, in the city of Clearwater in the State of Florida, on this 31st day of August, 1999. IMRglobal CORP. By: /s/ Satish K. Sanan ------------------------------ Satish K. Sanan Chairman of the Board and Chief Executive Officer POWER OF ATTORNEY We, the undersigned directors and officers of IMRglobal Corp., do hereby severally constitute and appoint Satish K. Sanan and/or Dilip Patel, our true and lawful attorney and agent, to do any and all things and acts in our names in the capacities indicated below and to execute any and all instruments for us and in our names in the capacities indicated below which said Satish K. Sanan and/or Dilip Patel may deem necessary or advisable to enable IMRglobal Corp. to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-8 relating to the registration of the Company's securities, including specifically, but not limited to, power and authority to sign, for any of us in our names in the capacities indicated below, this Registration Statement and any and all amendments (including post-effective amendments) thereto; and we hereby ratify and confirm all that said Satish K. Sanan and/or Dilip Patel shall do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated. By: /s/ Satish K. Sanan By: /s/ John R. Hindman -------------------------------- ------------------------------- Name: Satish K. Sanan Name: John R. Hindman Title: Chairman & Chief Title: President Executive Officer (Principal Executive Officer) Dated August 31, 1999 Dated August 31, 1999 By: /s/ Vincent Addonisio By: /s/ Robert M. Molsick ------------------------------- ------------------------------- Name: Vincent Addonisio Name: Robert M. Molsick Title: Senior Vice President & Title: Chief Financial Officer Director (Principal Financial & Accounting Officer) Dated August 31, 1999 Dated August 31, 1999 By: /s/ Philip Shipperlee By: /s/ Charles C. Luthin ------------------------------- ------------------------------- Name: Philip Shipperlee Name: Charles C. Luthin Title: Senior Vice President & Title: Director Director Dated August 31, 1999 Dated August 31, 1999 By: /s/ Jeffery S. Slowgrove ------------------------------- Name: Jeffery S. Slowgrove Title: Director Dated August 31, 1999 INDEX OF EXHIBITS
Exhibit Document - ------- -------- 4.1 IMRglobal Corp. 1999 Employee Stock Incentive Plan 5 Opinion regarding legality 23.1 Consent of PricewaterhouseCoopers LLP 23.2 Consent of Ernst & Young L.L.P. 23.3 Consent of Arthur Andersen LLP 23.4 Consent of Baker & McKenzie (contained in Exhibit 5)
EX-4.1 2 EXHIBIT 4.1 Exhibit 4.1 IMRglobal CORP. 1999 EMPLOYEE STOCK INCENTIVE PLAN SECTION 1. PURPOSE The purpose of this Plan is to promote the interests of the Company by providing the opportunity to purchase Shares to Employees in order to attract and retain Employees by providing an incentive to work to increase the value of Shares and a stake in the future of the Company which corresponds to the stake of each of the Company's shareholders. The Plan provides for the grant of Non-Qualified Stock Options to aid the Company in obtaining these goals. SECTION 2. DEFINITIONS Each term set forth in this Section shall have the meaning set forth opposite such term for purposes of this Plan and, for purposes of such definitions, the singular shall include the plural and the plural shall include the singular, and reference to one gender shall include the other gender. 2.1 ADMINISTRATOR means the Board or any of its Committees or an Officer, if so designated by the Board; an Administrator shall administer the Plan, in accordance with Section 5 of the Plan. 2.2 APPLICABLE LAWS means the requirements relating to the administration of stock option plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted, and the applicable laws of any foreign country or jurisdiction where Options are, or will be, granted under the Plan. 2.3 BOARD means the Board of Directors of the Company. 2.4 CHANGE OF CONTROL means (i) the acquisition by a third person, including a "person" as defined in Section 13(d)(3) of the Exchange Act, of beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly, of securities of the Company representing twenty-five percent (25%) or more of the total number of votes that may be cast for the election of the directors of the Company; or (ii) as the result of, or in connection with, any tender or exchange offer, merger, consolidation or other business combination, sale of assets or one or more contested elections, or any combination of the foregoing transactions, the persons who were directors of the Company shall cease to constitute a majority of the Board of Directors of the Company. 2.5 CODE means the Internal Revenue Code of 1986, as amended. 2.6 COMMITTEE means a committee of Directors appointed by the Board in accordance with Section 5 of the Plan. 2.7 COMMON STOCK means the common stock of the Company, $.10 par value per share, as defined in the Company's Articles of Incorporation, as the same may be amended from time to time, and shall also mean any other stock or securities (including any other share or securities of an entity other than the Company) for or into which the outstanding shares of such stock are hereinafter exchanged or changed. 2.8 COMPANY means IMRglobal Corp., a Florida corporation, and any successor to such organization. 2.9 EMPLOYEE means an employee of the Company or a Subsidiary, but shall not include any member of the Board of Directors of the Company or an Officer. 2.10 EXCHANGE ACT means the Securities Exchange Act of 1934, as amended. 2.11 EXERCISE PRICE means the price which shall be paid to purchase one (1) Share upon the exercise of an Option granted under this Plan. 2.12 FAIR MARKET VALUE of each Share on any date means the price determined below on the last business day immediately preceding the date of valuation: (a) The closing sales price per Share, regular way, or in the absence thereof the mean of the last reported bid and asked quotations, on such date on the exchange having the greatest volume of trading in the Shares during the thirty-day period preceding such date (or if such exchange was not open for trading on such date, the next preceding date on which it was open); or (b) If there is no price as specified in (a), the final reported sales price per Share, or if not reported, the mean of the closing high bid and low asked prices in the over-the-counter market for the Shares as reported by the National Association of Securities Dealers Automatic Quotation System, or if not so reported, then as reported by the National Quotation Bureau Incorporated, or if such organization is not in existence, by an organization providing similar services, on such date (or if such date is not a date for which such system or organization generally provides reports, then on the next preceding date for which it does so); or (c) If there also is no price as specified in (b), the price per Share determined by the Board by reference to bid-and-asked quotations for the Shares provided by members of an association of brokers and dealers registered pursuant to Subsection 15(b) of the Exchange Act, which members make a market in the Shares, for such recent dates as the Board shall determine to be appropriate for fairly determining current market value; or (d) If there also is no price as specified in (c), an amount per Share determined in good faith by the Board based on such relevant facts, which may include opinions of independent experts, as may be available to the Board. 2.13 OFFICER means a person who is an executive officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder. 2.14 OPTION means an option granted under this Plan to purchase Shares which is not intended by the Company to satisfy the requirements of Code Section 422. 2.15 PARENT means any corporation which is a parent of the Company (within the meaning of Code Section 424(e)) or a parent of a Successor. 2.16 PARTICIPANT means an individual who receives an Option hereunder. 2.17 PLAN means the IMRglobal Corp. 1999 Employee Stock Incentive Plan, as amended from time to time. 2.18 SHARES means shares of the Common Stock. A Share means one (1) share of Common Stock. 2 2.19 STOCK INCENTIVE AGREEMENT means an agreement between the Company and a Participant evidencing an award of an Option. 2.20 SUBSIDIARY means any corporation which is a subsidiary of the Company (within the meaning of Code Section 424(f)) or a subsidiary of a Successor. 2.21 SUCCESSOR means any entity which acquires all or substantially all of the assets of the Company or is the survivor or Successor entity in any merger, consolidation, reorganization, division or other Transaction in which Shares are converted into another security or into the right to receive property or another security or any combination thereof. 2.22 SURRENDERED SHARES means the Shares described in Section 9.2 which (in lieu of being purchased) are surrendered for cash or Shares, or for a combination of cash and Shares, in accordance with Section 9. 2.23 TERMINATION OF EMPLOYMENT WITHOUT CAUSE means a termination of employment other than a termination for (i) willful dishonesty toward or deliberate injury or attempted injury to the employer; (ii) indictment or conviction of a felony involving moral turpitude; or (iii) breach of the terms of a written employment agreement and failure to cure such breach within thirty (30) days following written notice from the employer. 2.24 TRANSACTION means a transaction in which another entity acquires all or substantially all of the assets of the Company or is the survivor or Successor entity in any merger, consolidation, reorganization, division or other transaction in which Shares are converted into another security or into the right to receive property or another security or any combination thereof. SECTION 3. SHARES SUBJECT TO OPTIONS The total number of Shares that may be issued pursuant to Options under this Plan shall not exceed Two Million (2,000,000), as adjusted pursuant to Section 12. Such Shares shall be reserved, to the extent that the Company deems appropriate, from authorized but unissued Shares, and from Shares which have been reacquired by the Company. Furthermore, any Shares subject to an Option which remain after the cancellation, expiration or exchange of such Option thereafter shall again become available for use under this Plan, but any Surrendered Shares which remain after the surrender of an Option under Section 9 shall not again become available for use under this Plan. SECTION 4. EFFECTIVE DATE The effective date of this Plan shall be the date it is adopted by the Board. No shareholder approval will be obtained. SECTION 5. ADMINISTRATION This Plan shall be administered by (a) the Board, (b) a Committee, which committee shall be constituted to satisfy Applicable Laws, and/or (c) one or more Officers, to the extent so designated by the Board and permitted by Applicable Laws. To the extent that an Administrator determines it to be desirable to qualify Options granted hereunder as "performance-based compensation" within the meaning of Section 162(m) of the Code, the Plan shall be administered by a Committee of two or more "outside directors" within the meaning of Section 162(m) of the Code. 3 An Administrator, acting in its absolute discretion, shall exercise such powers and take such actions as expressly called for under this Plan. An Administrator shall have the power to interpret this Plan and, subject to Section 14, to take such other action in the administration and operation of the Plan as it deems equitable under the circumstances. An Administrator's actions shall be binding on the Company, on each affected Employee, and on each other person directly or indirectly affected by such actions. An Administrator shall act according to the policies and procedures set forth in the Plan and to those policies and procedures established by the Board, and an Administrator shall have such powers and responsibilities as are set forth by the Board. Reference to the Board in this Plan shall specifically include reference to an Administrator where the Board has delegated its authority to an Administrator, and any action by an Administrator pursuant to a delegation of authority by the Board shall be deemed an action by the Board under the Plan. Notwithstanding the above, the Board may assume the powers and responsibilities granted to an Administrator at any time, in whole or in part. SECTION 6. ELIGIBILITY Only Employees shall be eligible for the grant of Options under this Plan, but no Employee shall have the right to be granted an Option under this Plan merely as a result of his or her status as an Employee. Notwithstanding the foregoing, for purposes of this Section 6, "Employee" may include a person who has agreed, or expressed a willingness, to become an Employee or to provide valuable services to the Company, provided that any Option granted to any such person (i) shall not become exercisable until such person commences service as an Employee; and (ii) shall immediately terminate if such person does not commence service as an Employee. SECTION 7. TERMS OF OPTIONS 7.1 TERMS AND CONDITIONS OF ALL OPTIONS. (a) An Administrator, in its absolute discretion, shall grant Options under this Plan from time to time and shall have the right to grant new Options in exchange for outstanding Options. Options shall be granted to Employees selected by an Administrator, and an Administrator shall be under no obligation whatsoever to grant Options to all Employees or to grant all Options subject to the same terms and conditions. Each grant of a Stock Option shall be evidenced by a Stock Incentive Agreement. (b) The number of Shares as to which a Stock Option shall be granted, and whether and to what extent such Shares shall possess voting rights, shall be determined by an Administrator in its sole discretion, subject to the provisions of Section 3 as to the total number of shares available for grants under the Plan. (c) Each Stock Option shall be evidenced by a Stock Incentive Agreement executed by the Company and the Participant, which shall be in such form and contain such terms and conditions as an Administrator in its discretion may, subject to the provisions of the Plan, from time to time determine. (d) The date a Stock Option is granted shall be the date on which an Administrator has approved the terms and conditions of the Stock Incentive Agreement and has determined the recipient of the Stock Option and the number of Shares covered by the Stock Option and has taken all such other action necessary to complete the grant of the Stock Option. 4 7.2 TERMS AND CONDITIONS OF OPTIONS. Each grant of an Option shall be evidenced by a Stock Incentive Agreement which shall: (i) specify that the Option is a non-qualified incentive stock option; and (ii) incorporate such other terms and conditions as an Administrator, acting in its absolute discretion, deems consistent with the terms of this Plan, including (without limitation) a restriction on the number of Shares subject to the Option which first become exercisable or subject to surrender during any calendar year. In determining Employee(s) to whom an Option shall be granted and the number of Shares to be covered by such Option, an Administrator may take into account the recommendations of the President of the Company and its other officers, the duties of the Employee, the present and potential contributions of the Employee to the success of the Company, the anticipated number of years of service remaining before the attainment by the Employee of retirement age, and other factors deemed relevant by an Administrator, in its sole discretion, in connection with accomplishing the purpose of this Plan; provided, however, that the Board may limit the discretion of an Administrator in making such decisions if it so chooses. An Employee who has been granted an Option to purchase Shares, whether under this Plan or otherwise, may be granted one or more additional Options. (a) EXERCISE PRICE. Subject to adjustment in accordance with Section 12 and the other provisions of this Section, the Exercise Price shall be determined by the Administrator authorizing such grant and shall be set forth in the applicable Stock Incentive Agreement. The Exercise Price for each Share of an Option shall be no less than the minimum price required by applicable state law, or by the Company's governing instrument, or $0.01, whichever price is greater. (b) OPTION TERM. Each Option granted under this Plan shall be exercisable in whole or in part at such time or times as set forth in the related Stock Incentive Agreement, but no Stock Incentive Agreement shall: (i) make an Option exercisable before the date such Option is granted; or (ii) make an Option exercisable after the earlier of the: (A) the date such Option is exercised in full, or (B) the date which is the tenth (10th) anniversary of the date such Option is granted. A Stock Incentive Agreement may provide for the exercise of an Option after the employment of an Employee has terminated for any reason whatsoever, including death or disability. (c) PAYMENT. Payment for all shares of Stock purchased pursuant to exercise of an Option shall be made in cash or, if the Stock Incentive Agreement provides, by delivery to the Company of a number of Shares which have been owned by the holder for at least six (6) months prior to the date of exercise having an aggregate Fair Market Value of not less than the product of the Exercise Price multiplied by the number of Shares the Participant intends to purchase upon exercise of the Option on the date of delivery. In addition, the Stock Incentive Agreement may provide for cashless exercise through a brokerage transaction following registration of the Company's equity securities under Section 12 of the Securities Exchange Act of 1934. Except as provided in subparagraph (f) below, payment shall be made at the time that the Option or any part thereof is exercised, and no Shares shall be issued or delivered upon exercise of an Option until full payment has been made by the Participant. The holder of an Option, as such, shall have none of the rights of a stockholder. 5 Notwithstanding the above, and in the sole discretion of an Administrator, an Option may be exercised as to a portion or all (as determined by an Administrator) of the number of Shares specified in the Stock Incentive Agreement by delivery to the Company of a promissory note, such promissory note to be executed by the Participant and which shall include, with such other terms and conditions as an Administrator shall determine, provisions in a form approved by an Administrator under which: (i) the balance of the aggregate purchase price shall be payable in equal installments over such period and shall bear interest at such rate (which shall not be less than the prime bank loan rate as determined by an Administrator) as an Administrator shall approve, and (ii) the Participant shall be personally liable for payment of the unpaid principal balance and all accrued but unpaid interest. (d) CONDITIONS TO EXERCISE OF AN OPTION. Each Option granted under the Plan shall be exercisable at such time or times, or upon the occurrence of such event or events, and in such amounts, as an Administrator shall specify in the Stock Incentive Agreement; provided, however, that subsequent to the grant of an Option, an Administrator, at any time before complete termination of such Option, may accelerate the time or times at which such Option may be exercised in whole or in part. (e) SPECIAL PROVISIONS FOR CERTAIN SUBSTITUTE OPTIONS. Notwithstanding anything to the contrary in this Section, any Option in substitution for a stock option previously issued by another entity, which substitution occurs in connection with a transaction to which Code Section 424(a) is applicable, may provide for an exercise price computed in accordance with such Code Section and the regulations thereunder and may contain such other terms and conditions as an Administrator may prescribe to cause such substitute Option to contain as nearly as possible the same terms and conditions (including the applicable vesting and termination provisions) as those contained in the previously issued stock option being replaced thereby. 7.3 [Reserved] 7.4 [Reserved] SECTION 8. NON-TRANSFERABILITY Unless determined otherwise by an Administrator, a Stock Option may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Optionee, only by the Optionee. An Administrator shall have the authority and discretion to make a Stock Option grant assignable by a Participant to such Participant's family members, a trust for such Participant's benefit or a trust for the benefit of such Participant's family members. Provided, however, that no unvested portion of a Stock Option shall be assignable in whole or in part. If an Administrator makes a Stock Option assignable, such a Stock Option shall contain such additional terms and limitations as the Administrator deems appropriate. SECTION 9. SURRENDER OF OPTIONS 9.1 GENERAL RULE. An Administrator, acting in its absolute discretion, may incorporate a provision in a Stock Incentive Agreement to allow an Employee to surrender his or her Option in whole or in part in lieu of the exercise in whole or in part of that Option on any date that: (a) the Fair Market Value of the Shares subject to such Option exceeds the Exercise Price for such Shares, and 6 (b) the Option to purchase such Shares is otherwise exercisable. 9.2 PROCEDURE. The surrender of an Option in whole or in part shall be effected by the delivery of the Stock Incentive Agreement to an Administrator, together with a statement signed by the Participant which specifies the number of Shares ("Surrendered Shares") as to which the Participant surrenders his or her Option and how he or she desires payment be made for such Surrendered Shares. 9.3 PAYMENT. A Participant in exchange for his or her Surrendered Shares shall receive a payment in cash or in Shares, or in a combination of cash and Shares, equal in amount on the date such surrender is effected to the excess of the Fair Market Value of the Surrendered Shares on such date over the Exercise Price for the Surrendered Shares. An Administrator, acting in its absolute discretion, can approve or disapprove a Participant's request for payment in whole or in part in cash and can make that payment in cash or in such combination of cash and Shares as an Administrator deems appropriate. A request for payment only in Shares shall be approved and made in Shares to the extent payment can be made in whole shares of Shares and (at an Administrator's discretion) in cash in lieu of any fractional Shares. 9.4 RESTRICTIONS. Any Stock Incentive Agreement which incorporates a provision to allow a Participant to surrender his or her Option in whole or in part also shall incorporate such additional restrictions on the exercise or surrender of such Option as an Administrator deems necessary to satisfy the conditions to the exemption under Rule 16b-3 (or any successor exemption) to Section 16(b) of the Exchange Act. SECTION 10. SECURITIES REGULATION Each Stock Incentive Agreement may provide that, upon the receipt of Shares as a result of the surrender or exercise of a Stock Option, the Participant shall, if so requested by the Company, hold such Shares for investment and not with a view to resell or distribute to the public and, if so requested by the Company, shall deliver to the Company a written statement satisfactory to the Company to that effect. Each Stock Incentive Agreement may also provide that, if so requested by the Company, the Participant shall make a written representation to the Company that he or she will not sell or offer to sell any of such Shares unless a registration statement shall be in effect with respect to such Shares under the Securities Act of 1933, as amended ("1933 Act"), and any applicable state securities law or, unless he or she shall have furnished to the Company an opinion, in form and substance satisfactory to the Company, of legal counsel acceptable to the Company, that such registration is not required. Certificates representing the Shares transferred upon the exercise or surrender of a Stock Option granted under this Plan may at the discretion of the Company bear a legend to the effect that such Shares have not been registered under the 1933 Act or any applicable state securities law and that such Shares may not be sold or offered for sale in the absence of an effective registration statement as to such Shares under the 1933 Act and any applicable state securities law or an opinion, in form and substance satisfactory to the Company, of legal counsel acceptable to the Company, that such registration is not required. 7 SECTION 11. LIFE OF PLAN No Stock Option shall be granted under this Plan on or after the earlier of: (a) the tenth (10th) anniversary of the effective date of this Plan (as determined under Section 4 of this Plan), in which event this Plan otherwise thereafter shall continue in effect until all outstanding Options have been surrendered or exercised in full or no longer are exercisable, or (b) the date on which all of the Shares reserved under Section 3 of this Plan have (as a result of the surrender or exercise of Options granted under this Plan) been issued or no longer are available for use under this Plan, in which event this Plan also shall terminate on such date. SECTION 12. ADJUSTMENT The number of Shares reserved under Section 3 of this Plan, and the number of Shares subject to Options granted under this Plan, and the Exercise Price of any Options, shall be adjusted by an Administrator in an equitable manner to reflect any change in the capitalization of the Company, including, but not limited to, such changes as stock dividends or stock splits. Furthermore, an Administrator shall have the right to adjust (in a manner which satisfies the requirements of Code Section 424(a)) the number of Shares reserved under Section 3, and the number of Shares subject to Options granted under this Plan, and the Exercise Price of any Options in the event of any corporate transaction described in Code Section 424(a) which provides for the substitution or assumption of such Options. If any adjustment under this Section creates a fractional Share or a right to acquire a fractional Share, such fractional Share shall be disregarded, and the number of Shares reserved under this Plan and the number subject to any Options granted under this Plan shall be the next lower number of Shares, rounding all fractions downward. An adjustment made under this Section by an Administrator shall be conclusive and binding on all affected persons and, further, shall not constitute an increase in the number of Shares reserved under Section 3. SECTION 13. SALE OR MERGER 13.1 SALE OR MERGER. In the event that the Company agrees to sell substantially all of its assets for another security, cash or other property, or any combination of another security, cash or other property, or agrees to any merger, consolidation, reorganization, division or other transaction in which Shares are converted into another security, cash or other property or into the right to receive another security, cash or other property, then, at the sole and complete discretion of the Company, either of the following will occur: (1) the Company and the Successor in any Transaction may agree that the Successor or its Parent or Subsidiary will assume all Options outstanding hereunder, or substitute or exchange outstanding Options for an equivalent interest or right in the Successor or its Parent or Subsidiary; provided, however, that to the extent the Company and Successor provide for an assumption or exchange of outstanding Options, then (i) the agreement for assumption or exchange must provide that, for each Share subject to the Option, the holder of the Option shall be entitled to receive the consideration (whether stock, cash or other securities or property) payable upon closing of the Transaction to a holder of one Share held on the effective date of the Transaction (the "Transaction Closing Date"), (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); and (ii) the aggregate exercise price of the Option shall remain unchanged; or 8 (2) the Company may unilaterally cancel and terminate each outstanding Option on the Transaction Closing Date in exchange for the cash or whole Shares which each Participant otherwise would receive if he or she had the right to surrender or exercise his or her outstanding Option (to the extent vested on the Transaction Closing Date) and he or she exercised that right on a date fixed by the Board which comes before the Transaction Closing Date; to the extent unvested, all outstanding Options shall immediately terminate on the Transaction Closing Date and be of no further force and effect unless (i) the applicable Stock Incentive Agreement provides for acceleration of vesting upon the occurrence of such an event, or (ii) the Board agrees (in its sole discretion) to accelerate the vesting of any unvested portion of the Option; provided, however, that the Successor shall have the contingent obligation set forth in Section 13.2 below. 13.2 CONTINGENT OBLIGATIONS OF A SUCCESSOR. Upon the occurrence of a Termination of Employment Without Cause of any optionee within twelve (12) months following a Change of Control, the portion of any and all Options (or any options exchanged therefor) held by such optionee that were unvested immediately prior to the Change of Control shall be deemed to have been accelerated, and immediately vested at the time of the Change of Control, and (i) to the extent such Option remains outstanding at the time of the Termination of Employment Without Cause, such Option shall be exercisable by the optionee for a period of 90 days following the Termination of Employment Without Cause; (ii) to the extent exchanged for a Successor option, the Successor option shall be exercisable for a period of 90 days following the Termination of Employment Without Cause; and (iii) to the extent the unvested portion of the Option was canceled unilaterally pursuant to Section 13.1 (b), the Option shall be deemed to have been redeemed by the Successor to the full extent of the unvested portion and the Successor shall immediately owe the optionee an amount equal to the termination price per share paid for the vested portion multiplied times the number of Shares included in the unvested portion that were accelerated hereby. SECTION 14. AMENDMENT OR TERMINATION This Plan may be amended by the Board from time to time to the extent that the Board deems necessary or appropriate. The Board also may suspend the granting of Options under this Plan at any time and may terminate this Plan at any time; provided, however, the Company shall not have the right to modify, amend or cancel any Options granted before such suspension or termination unless: (i) the Participant consents in writing to such modification, amendment or cancellation, or (ii) there is a dissolution or liquidation of the Company or a transaction described in Section 12 or Section 13. The obligations of a Successor under Section 13 hereof shall survive the termination of this Plan pursuant to this Section 14. SECTION 15. MISCELLANEOUS 15.1 SHAREHOLDER RIGHTS. No Participant shall have any rights as a shareholder of the Company as a result of the grant of a Stock Option to him or to her under this Plan or his or her exercise or surrender of such Stock Option pending the actual delivery of Shares subject to such Stock Option to such Participant. 15.2 NO GUARANTEE OF CONTINUED RELATIONSHIP. The grant of a Stock Option to a Participant under this Plan shall not constitute a contract of employment and shall not confer on a Participant any rights upon his or her termination of employment or relationship with the Company in addition to those rights, if any, expressly set forth in the Stock Incentive Agreement which evidences his or her Stock Option. 9 15.3 WITHHOLDING. The exercise or surrender of any Stock Option granted under this Plan shall constitute a Participant's full and complete consent to whatever action an Administrator directs to satisfy the federal and state tax withholding requirements, if any, which an Administrator in its discretion deems applicable to such exercise or surrender. 15.4 TRANSFER. The transfer of an Employee between or among the Company, a Subsidiary or a Parent shall not be treated as a termination of his or her employment under this Plan. 15.5 CONSTRUCTION. This Plan shall be construed under the laws of the State of Florida. 10 EX-5 3 EXHIBIT 5 Exhibit 5 September 8, 1999 IMRglobal Corp. 100 South Missouri Avenue Clearwater, Florida 33756 Re: VALIDITY OF COMMON STOCK Ladies and Gentlemen: We are rendering this opinion in connection with the registration, pursuant to a registration statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), of 2,000,000 shares of common stock, par value $0.10 per share, (the "Common Stock") of IMRglobal Corp., a Florida corporation (the "Company"), pursuant to the Company's 1999 Employee Stock Incentive Plan (the "Plan"). In connection with the preparation of this opinion, we have examined the minute books and stock records as presented to us by the Company, the Amended and Restated Articles of Incorporation and the Amended and Restated By-Laws of the Company, the Registration Statement, copies of resolutions duly adopted by the Board of Directors of the Company relating to the authorization and proposed issuance of the Common Stock, and certain documents relating to the Plans. In addition, we have reviewed such other documents and instruments and have conferred with various officers and directors of the Company and have ascertained or verified to our satisfaction such additional facts with respect to the Company as we have deemed necessary or appropriate for the purposes of this opinion. We have assumed for purposes of this opinion that all applicable laws, rules and regulations in effect at the time of the issuance of the Common Stock under the Plan will be the same as such laws, rules and regulations in effect as of the date hereof. IMRglobal Corp. September 8, 1999 Page 2 Based on the foregoing, we are of the opinion that, subject to the effectiveness of the Registration Statement and compliance with applicable state securities laws, the Common Stock, when issued and, in the case of options granted pursuant to the Plan, paid for pursuant to the terms of the Plan, will constitute duly authorized, validly issued, fully paid and nonassessable shares of Common Stock of the Company. We hereby consent to all references to our firm in the Registration Statement and to the filing of this opinion by the Company as an exhibit to the Registration Statement. This consent is not to be construed as an admission that we are a person whose consent is required to be filed with the Registration Statement under the Securities Act. We are licensed to practice law only in the District of Columbia and do not hold ourselves out to be experts on the laws of any jurisdictions other than the District of Columbia, and the United States of America. Accordingly, the opinions expressed herein are specifically limited to the laws of the District of Columbia and the Federal Law of the United States of America. The opinions expressed herein are as of the date hereof, and we assume no obligation to update or supplement such opinions to reflect any facts or circumstances that may hereafter come to our attention or any changes that may hereafter occur. This opinion letter has been issued solely for the benefit of the Company and no other party or entity shall be entitled to rely hereon without the express written consent of this firm. Without our prior written consent, the opinion letter may not be quoted in whole or in part or otherwise referred to in any document or report and may not be furnished to any person or entity. Very truly yours, /s/ Baker & McKenzie --------------------- Baker & McKenzie EX-23.1 4 EXHIBIT 23.1 Exhibit Number 23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We consent to the incorporation by reference in this registration statement of IMRglobal Corp. on Form S-8 of our report dated February 13, 1998, on our audits of the consolidated financial statements of IMRglobal Corp. as of December 31, 1997 and for the years ended December 31, 1997 and December 31, 1996, appearing in the Current Report (Form 8K) (File No. 000-28840) of IMRglobal Corp. filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933. Tampa, Florida September 1, 1999 /s/ PriceWaterhouseCoopers LLP PRICEWATERHOUSE COOPERS LLP EX-23.2 5 EXHIBIT 23.2 Exhibit Number 23.2 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the IMRglobal Corp. 1999 Employee Stock Incentive Plan of our report dated August 20, 1999, with respect to the consolidated financial statements of IMRglobal Corp. as of December 31, 1998 and 1997 and for each of the three years in the period ended December 31, 1999, included in its Current Report (Form 8-K) (No. 000-28840) filed with the Securities and Exchange Commission. Tampa, Florida September 1, 1999 /s/ Ernst & Young LLP ERNST & YOUNG LLP EX-23.3 6 EXHIBIT 23.3 Exhibit Number 23.3 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated January 22, 1999, (relating to the financial statements of Orion Consulting, Inc., as of December 31, 1998 and 1997 and for the three years ended December 31, 1998, included in the Current Report on Form (8-K) (No. 000-28840) of IMRglobal Corp.'s and to all reference to our Firm included in this registration statement. Cleveland, Ohio September 1, 1999 /s/ Arthur Andersen LLP ARTHUR ANDERSEN LLP -----END PRIVACY-ENHANCED MESSAGE-----