-----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, HhSRxZGJR6gWEW2dIFHhcUcTgwd0XW2myWzUBQIb9jF8D5nVbLNh2IUKk/rLhWs2 8qeKyUz5JviSiIYBDdq1aA== 0001125282-02-000637.txt : 20020414 0001125282-02-000637.hdr.sgml : 20020414 ACCESSION NUMBER: 0001125282-02-000637 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20020222 EFFECTIVENESS DATE: 20020222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DECTRON INTERNATIONALE INC CENTRAL INDEX KEY: 0001066042 STANDARD INDUSTRIAL CLASSIFICATION: AIR COND & WARM AIR HEATING EQUIP & COMM & INDL REFRIG EQUIP [3585] FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-83288 FILM NUMBER: 02556592 BUSINESS ADDRESS: STREET 1: 4300 POIRIER BLVD STREET 2: MONTREAL QUEBEC CITY: H4R 2C5 BUSINESS PHONE: 5143349609 MAIL ADDRESS: STREET 1: 4300 PORIER BLVD STREET 2: MONTREAL QUEBEC CITY: H4R 2C5 S-8 1 b316861_s8.txt AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON _________, 2002 REGISTRATION NO. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DECTRON INTERNATIONALE INC. --------------------------- (Exact Name of Registrant as Specified in Its Charter) Quebec, Canada -------------- (State or Other Jurisdiction of Incorporation or Organization) N/A --- (I.R.S. Employer Identification No.) 4300 Poirier Blvd., Montreal, Quebec, Canada H4R 2C5 ---------------------------------------------------- (Address, including Zip Code, of Principal Executive Offices) 1998 Stock Option Plan ---------------------- 2001 Stock Option Plan ---------------------- (Full Title of the Plan) Copies To: NESS LAKDAWALA ARTHUR M. MARCUS, ESQ. President and Chief Executive Officer Gersten, Savage, Kaplowitz, Dectron Internationale Inc. Wolf & Marcus, LLP 4300 Poirier Blvd. 101 East 52nd Street Montreal, Quebec, Canada H4R 2C5 New York, New York 10022 (514) 334-9609 (212) 752-9700 If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box [x] 1 CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------ Title of Securities To Be Amount Being Proposed Maximum Offering Proposed Maximum Amount of Registered Registered Price Per Security (1) Aggregate Offering Registration Fee Price - ------------------------------------------------------------------------------------------------------------------------------ Common Stock, no par value 334,000 $3.00 $1,002,000.00 $92.18 (2) - ------------------------------------------------------------------------------------------------------------------------------ Common Stock, no par value 316,000 $7.20 $2,275,200.00 $209.32 (2) - ------------------------------------------------------------------------------------------------------------------------------ Common Stock, no par value 121,000 $4.20 $508,200.00 $46.75 (2) - ------------------------------------------------------------------------------------------------------------------------------ Common Stock, no par value 379,000 $7.20 $2,728,800 $251.05 (2) - ------------------------------------------------------------------------------------------------------------------------------ Total 1,150,000 $599.30 - ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------- (1) The price is estimated in accordance with Rule 457(h)(1) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee and is based (a) as to the 334,000 shares of Common Stock and 121,000 shares of Common Stock issuable upon exercise of options granted under the registrant's 1998 Stock Option Plan and 2001 Stock Option Plan, respectively, upon the average price upon which such options may be exercised, and (b) as to the remaining 316,000 shares of Common Stock and 379,000 shares of Common Stock reserved for issuance under the registrant's 1998 Stock Option Plan and 2001 Stock Option Plan, respectively, upon the last sale price as reported on The Nasdaq SmallCap Market on February 19, 2002 (within 5 days prior to the filing of this Registration Statement) was $7.20. (2) Pursuant to Rule 416, there are also being registered additional shares of Common Stock that may become issuable pursuant to the anti-dilution provisions of the 1998 Stock Option Plan and the 2001 Stock Option Plan. EXPLANATORY STATEMENT This registration statement on Form S-8 registers 650,000 shares of Common Stock of Dectron Internationale Inc., no par value per share, for issuance upon exercise of options granted under Dectron Internationale Inc.'s 1998 Stock Option Plan and 500,000 shares of Common Stock of Dectron Internationale Inc., no par value per share, for issuance upon exercise of options granted under Dectron Internationale Inc.'s 2001 Stock Option Plan. 2 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Item 1. Plan Information.* Item 2. Registrant Information and Employee Plan Annual Information.* * Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this registration statement in accordance with Rule 428 under the Securities Act of 1933 and the Note to Part I of Form S-8. This registration statement on Form S-8 under the Securities Act of 1933, as amended, will be filed with the Securities and Exchange Commission for the registration of the shares of common stock offered by this prospectus. Dectron Internationale Inc. will provide without charge to each person to whom a copy of a Section 10(a) prospectus hereunder is delivered, upon the oral or written request of such person, a copy of any document incorporated in this registration statement by reference, except exhibits to such documents. Requests for such information should be directed to: Dectron Internationale Inc., 4300 Poirier Blvd., Montreal, Quebec, Canada H4R 2C5, Telephone (514) 334-9609. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of certain documents by reference. The following documents previously filed by Dectron Internationale Inc. (the "Company") with the Securities and Exchange Commission are incorporated by reference in this registration statement: (1) The Company's Annual Report on Form 10-KSB for the Year Ended January 31, 2001. (2) The Company's Proxy Statement on Schedule 14A filed on July 26, 2001. (3) The Company's Quarterly Reports on Form 10-QSB for the Quarters Ended April 30, 2001, July 31, 2001 and October 31, 2001. In addition to the foregoing, all documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment indicating that all of the securities offered hereunder have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of such documents. Any statement contained in a document incorporated by reference in this registration statement shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any subsequently filed document that is also incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement. All information appearing in this registration statement is qualified in its entirety by the information and financial statements (including notes thereto) appearing in the documents incorporated herein by reference, except to the extent set forth in the immediately preceding statement. 3 The Company hereby undertakes to provide without charge to each person to whom a copy of this prospectus is delivered, upon the oral or written request of such person, a copy of any document incorporated in this registration statement by reference, except exhibits to such documents. Requests for such information should be directed to: Dectron Internationale Inc., 4300 Poirier Blvd., Montreal, Quebec, Canada H4R 2C5, Telephone (514) 334-9609. Item 4. Description of securities The description of the Company's Common Stock, no par value, is incorporated herein by reference to the Company's Registration Statement on Form SB-2 filed on September 25, 1998. Item 5. Interests of named experts Not applicable. Item 6. Indemnification of officers and directors The Bylaws of the Company provide that the Company shall indemnify directors and officers of the Company. The pertinent section of Canadian law is set forth below in full. Section 136 of the Canadian Business Corporation Act provides as follows: (1) INDEMNIFICATION OF DIRECTORS--A corporation may indemnify a director or officer of the corporation, a former director or officer of the corporation or a person who acts or acted at the corporation's request as a director or officer of a body corporate of which the corporation is or was a stockholder or creditor, and his or her heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him or her in respect of any civil, criminal or administrative action or proceeding to which he or she is a party by reason of being or having been a director or officer of such corporation or body corporate, if, (a) he or she acted honestly and in good faith with a view to the best interests of the corporation; and (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he or she has reasonable grounds for believing that his or her conduct was lawful. (2) INDEMNIFICATION--A corporation may, with the approval of the court, indemnify a person referred to in subsection (1) in respect of an action by or behalf of the corporation or body corporate to procure a judgment in its favor, to which the person is made a party by reason of being or having been a director or an officer of the corporation or body corporate, against all costs, charges and expenses reasonably incurred by the person in connection with such action if he or she fulfills the conditions set out in clauses (1)(a) and (b). 4 (3) INDEMNIFICATION--Despite anything in this section, a person referred to in subsection (1) is entitled to indemnity from the corporation in respect of all costs, charges and expenses reasonably incurred by him in connection with the defense of any civil, criminal or administrative action or proceeding to which he or she is made a party by reason of being or having been a director or officer of the corporation or body corporate, if the person seeking indemnity; (a) was substantially successful on the merits in his or her defense of the action or proceeding; and (b) fulfills the conditions set out in clauses (1)(a) and (b). (4) LIABILITY INSURANCE--A corporation may purchase and maintain insurance for the benefit of any person referred to in subsection (1) against any liability incurred by the person, (a) in his or her capacity as a director or officer of the corporation, except where the liability relates to the person's failure to act honestly and in good faith with a view to the best interests of the corporation; or (b) in his or her capacity as a director or officer of another body corporate where the person acts or acted in that capacity at the corporation's request, except where the liability relates to the person's failure to act honestly and in good faith with a view to the best interests of the body corporate. (5) APPLICATION TO COURT--A Corporation or a person referred to in subsection 91 may apply to the court for an order approving an indemnity under this section and the court may so order and make any further order it thinks fit. (6) INDEMNIFICATION--Upon application under subsection (5), the court may order notice to be given to any interested person and such person is entitled to appear and be heard in person or by counsel. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 Company 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 of 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 Item 7. Exemption from registration claimed Not applicable. Item 8. Exhibits 5.1 Opinion of Gersten, Savage, Kaplowitz, Wolf & Marcus LLP 10.1 1998 Stock Option Plan. 10.2 2001 Stock Option Plan (incorporated by reference to the Company's Proxy Statement on Schedule 14A filed on July 26, 2001) 23.1 Consent of Schwartz Levitsky Feldman LLP 23.2 Consent of Gersten, Savage, Kaplowitz, Wolf & Marcus (included in Exhibit 5.1) Item 9. Undertakings 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; (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 suit information in the registration statement, provided, however, that paragraphs 9(1)(i) and 9(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Company pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement. (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 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. 6 (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. (4) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the small business issuer pursuant to any charter provision, by-law, contract, arrangement, statute, or otherwise, the Company 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 Company 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 Company 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. 7 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Montreal, Quebec, Canada on the 22th day of February, 2002. DECTRON INTERNATIONALE INC. By: /s/ Ness Lakdawala ------------------ Ness Lakdawala Chairman, President and Chief Executive Officer 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 dates indicated.
Signature Title Date --------- ----- ---- /s/ Ness Lakdawala Chairman, President, Chief Executive Officer and Director 2/22/02 - ------------------------- Ness Lakdawala /s/ Reinhold Kittler Executive Vice President and Director 2/22/02 - ------------------------- Reinhold Kittler /s/ Roshan Katrak Vice President of Human Relations and Director 2/22/02 - --------------------------- Roshan Katrak /s/ Mauro Parissi Chief Financial Officer, Secretary and Director 2/22/02 - --------------------------- Mauro Parissi /s/ Michel Lecompte Vice President of Operations of Refplus 2/22/02 - ------------------------- Michel Lecompte /s/ David Lucas Vice President of Dectron Inc. 2/22/02 - ------------------------- David Lucas /s/ Leena Lakdawala Executive Vice President and Director 2/22/02 - ---------------------------- Leena Lakdawala Director 2/22/02 - -------------------------- Gilles Richard /s/ Liam Cheung Director 2/22/02 - ---------------------- Liam Cheung /s/ Richard Ness Director 2/22/02 - ------------------------- Richard Ness
8 EXHIBIT INDEX 5.1 Opinion of Gersten, Savage, Kaplowitz, Wolf & Marcus LLP 10.1 1998 Stock Option Plan 10.2 2001 Stock Option Plan (incorporated by reference to the Company's Proxy Statement on Schedule 14A filed on July 26, 2001) 23.1 Consent of Schwartz Levitsky Feldman LLP 23.2 Consent of Gersten, Savage, Kaplowitz, Wolf & Marcus LLP (included in Exhibit 5.1) 9 EX-5.1 3 b316861_ex5-1.txt EXHBIT 5.1 February 22, 2002 Dectron Internationale Inc. 4300 Poirier Blvd. Montreal, Quebec Canada H4R 2C5 Ladies and Gentlemen: You have requested our opinion with respect to the offer and sale by Dectron Internationale Inc., a Quebec, Canada corporation (the "Company"), pursuant to a registration statement (the "Registration Statement") on Form S-8 under the Securities Act of 1933, as amended (the "Act"), of up to 1,150,000 shares of Dectron Internationale Inc., no par value per share (the "Common Stock") issuable upon exercise of stock options granted or available for grant under the Company's 1998 Stock Option Plan and 2001 Stock Option Plan (the "Plan Shares"). We have examined the originals, or copies certified or otherwise identified to our satisfaction, of such documents and corporate and public records as we deem necessary as a basis for the opinion hereafter expressed. With respect to such examination, we have assumed the genuineness of all signatures appearing on all documents presented to us as originals, and the conformity to the originals of all documents presented to us as conformed or reproduced copies. Where factual matters relevant to such opinion were not independently established, we have relied upon certificates of executive officers and responsible employees and agents of the Company. Based upon the foregoing, it is our opinion that the Plan Shares have been duly and validly authorized and when sold, paid for and issued, as contemplated by the Company's 1998 Stock Option Plan and 2001 Stock Option Plan, will be duly and validly issued and fully paid and nonassessable. We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby concede that we come within the categories of persons whose consent is required by the Act or the General Rules and Regulations promulgated thereunder. Very truly yours, /s/ GERSTEN, SAVAGE, KAPLOWITZ, WOLF & MARCUS LLP ------------------------------------------------- Gersten, Savage, Kaplowitz, Wolf & Marcus LLP EX-10.1 4 b316861_ex10-1.txt Exhibit 10.1 DECTRON INTERNATIONAL LTD. 1998 STOCK OPTION PLAN ARTICLE ONE PURPOSE AND INTERPRETATION SECTION 1.01 PURPOSE. The purpose of the Plan is to advance the interests of the Corporation by encouraging equity participation in the Corporation through the acquisition of Common Shares of the Corporation by directors, officers and employees of, and certain other persons who provide services to, the Corporation. SECTION 1.02 DEFINITIONS. In the Plan, the following capitalized words and terms shall have the following meanings: (a) "ACT" means the CANADA BUSINESS CORPORATIONS ACT or its successor, as amended from time to time. (b) "AFFILIATE" shall have the meaning ascribed thereto in the Securities Act. (c) "ASSOCIATE" shall have the meaning ascribed thereto in the Securities Act. (d) "BOARD OF DIRECTORS" means the board of directors of the Corporation as constituted from time to time and any committee of the board of directors which shall be comprised of at least two non-employee directors. (e) "COMMON SHARES" means the common shares of the Corporation as constituted on the date hereof. (f) "COMPETITOR" means any person engaged in a business that the Board of Directors determines competes or intends to compete with the business carried on by the Corporation and its Affiliates from time to time. (g) "CORPORATION" means Dectron International Inc., a corporation incorporated under the Act, and its successors from time to time. (h) "DESIGNATED AFFILIATE" means the Affiliates of the Corporation designated by the Board of Directors for purposes of the Plan from time to time. (i) "EXCHANGE" means, at any time, any stock exchange on which the Common Shares are listed, posted and called for trading. (j) "HOLDING COMPANY" shall have the meaning specified in Section 2.02 hereof. (k) "INSIDER" shall have the meaning ascribed thereto in the Securities Act, other than a person who is an Insider solely by virtue of being a director of senior officer of a subsidiary of the Corporation and any Associate of an Insider. (l) "KEY CONTRIBUTORS" means a person who is a director, officer, employee or consultant engaged by the Corporation to assist the Corporation in the conduct and growth of its business. (m) "ISSUER BID" shall have the meaning ascribed thereto in the Securities Act. (n) "OPTION PERIOD" means the period of time an option may be exercised as specified in Subsection 2.07(a) hereof. (m) "PARTICIPANT" means a participant under the Plan. (p) "PLAN" means the share option plan provided for herein. (q) "RRSP" shall have the meaning specified in Section 2.02 hereof. (r) "SECURITIES LAWS" means, collectively, the applicable securities laws, regulations, schedules, prescribed forms, policy statements, notices, blanket rulings and other similar instruments of each of the jurisdictions in which the Corporation is or becomes a reporting issuer or equivalent and also includes, as the context so requires, the by-laws, rules, regulations and policies of any Exchange. (s) "SHARE COMPENSATION ARRANGEMENT" means a stock option, stock option plan, employee stock purchase plan or any other compensation or incentive mechanism involving the issuance or potential issuance of securities of the Corporation to one or more of the following persons: (i) an employee or insider of the Corporation or of any of its subsidiaries; and (ii) any other person or company engaged to provide ongoing management or consulting services for the listed company or for any entity controlled by the listed company, including a share purchase from treasury which is financially assisted by the Corporation by way of a loan, guarantee or otherwise. (t) "TAKE-OVER BID" shall have the meaning ascribed thereto in the Securities Act. ARTICLE TWO SHARE OPTION PLAN SECTION 2.01 THE PLAN. The Plan is hereby established for Key Contributors of the Corporation and Designated Affiliates. SECTION 2.02 PARTICIPANTS. Participants in the Plan shall be Key Contributors of the Corporation or any of its Designated Affiliates (including officers thereof, whether or not directors) who, by the nature of their positions are, in the opinion of the Board of Directors, upon the recommendation of the President of the Corporation, in a position to contribute to the success of the Corporation. At the request of any Participant, options granted to such Participant may be issued to and registered in the name of a personal holding company wholly-owned by such Participant ("Holding Company") or to a registered retirement savings plan established by such Participant ("RRSP") and, in such event, the provisions of this Plan shall apply to such options mutatis mutadis as though they were issued to and registered in the name of the Participant. SECTION 2.03 AMOUNT OF OPTIONS. The determination regarding the aggregate number of Common Shares subject to options in favour of any Participant will take into consideration the Participant's present and potential contribution to the success of the Corporation and shall be determined from time to time by the Board of Directors. The aggregate number of Common Shares issuable upon the exercise of options pursuant to this Plan and any other Share Compensation Arrangements, subject to adjustment or increase of such number pursuant to Section 2.10 hereof, shall be 650,000 Common Shares. The maximum number of Common Shares reserved for issuance to any one Participant upon the exercise of options shall not exceed 5% of the total number of Common Shares outstanding immediately prior to such issuance. SECTION 2.04 LIMITS WITH RESPECT TO INSIDERS. (a) The number of Common Shares issuable to Insiders pursuant to options granted under the Plan, together with Common Shares issuable to Insiders under any other Share Compensation Arrangement of the Corporation, shall not: (i) exceed 10% of the number of Common Shares outstanding immediately prior to the grant of any such option; or (ii) result in the issuance to Insiders, within a one year period, of in excess of 10% of the number of Common Shares outstanding immediately prior to the grant of any such option. (b) The number of Common Shares issuable to any Insider and such Insider's Associates pursuant to options granted under the Plan, together with Common Shares issuable to such Insider or such Insider's Associates under any other Share Compensation Arrangement of the Corporation shall not, within a one year period, exceed 5% of the number of Common Shares outstanding immediately prior to the grant of any such option. (c) Any Common Shares issuable pursuant to an option granted to a Participant prior to the Participant becoming an Insider shall be excluded for the purposes of the limits set out in Subsections 2.04(a) and 2.04(b) hereof. SECTION 2.05 PRICE. The exercise price per Common Share shall be determined by the Board of Directors at the time the option is granted, but such price shall not be less than such price as is required or permitted as the minimum exercise price under the Securities Laws, including the requirements of any Exchange on which the Common Shares are listed. The exercise price of all options granted hereunder shall be at least 100% of the fair market value of the Common Shares on the date of grant of the options as determined by the Board of Directors. SECTION 2.06 LAPSE OPTIONS. In the event that options granted under the Plan are surrendered, terminate or expire without being exercised in whole or in part, the Common Shares reserved for issuance but not purchased under such lapsed options shall be available for subsequent options to be granted under the Plan. SECTION 2.07 CONSIDERATION, OPTION PERIOD AND PAYMENT. (a) The period during which options may be exercised shall be determined by the Board of Directors, in its discretion, to a maximum of ten years from the date the option is granted (the "Option Period"), except as the same may be reduced with respect to any option as provided in Sections 2.08 and 2.09 hereof respecting termination of employment or death of the Participant. (b) Subject to any other provision of this Plan, an option may be exercised from time to time during the Option Period by delivery to the Corporation at its registered office of a written notice of exercise addressed to the Secretary of the Corporation specifying the number of Common Shares with respect to which the option is being exercised and accompanied by payment in full of the exercise price therefor. Certificates for such Common Shares shall be issued and delivered to the Participant as soon as practicable following receipt of such notice and payment. The Corporation may, at its discretion, as determined by the Board of Directors or its nominee administering the Plan, accept in lieu of cash payment of the exercise price, the tender of Common Shares having a fair market value equal to the exercise price, a personal recourse note secured by a pledge against the Common Shares so issuable, an assignment to the Corporation of sufficient proceeds from the sale of Common Shares acquired on the exercise of the option consented to and acknowledged by a duly qualified investment dealer and accompanied by an irrevocable direction of the Participant exercising such option to such investment dealer to cause such payment to be made to the direction of the Corporation, or any combination of the foregoing. (c) Except as set forth in Sections 2.08 and 2.09 hereof, no option may be exercised unless the Participant is, at the time of such exercise, a Key Contributor of or in the employ of the Corporation or any of its Designated Affiliates and shall have been continuously a Key Contributor since the grant of his or her option. Absence on leave with the approval of the Corporation or a Designated Affiliate shall not be considered an interruption of employment for purposes of the Plan. (d) The exercise of any option will be contingent upon receipt by the Corporation of cash payment of the full exercise price of the Common Shares which are the subject of the exercised option or such other arrangements for payment as are approved by the Board of Directors or its nominee under (b) above. No Participant or his or her legal representatives, legatees or distributees will be, or will be deemed to be, a holder of any Common Shares with respect to which he or she was granted an option under the Plan, unless and until certificates for such Common Shares are issued to him or her under the terms of the Plan. (e) Notwithstanding any other provision of this Plan or in any option granted to a Participant, the Corporation's obligation to issue Common Shares to a Participant pursuant to the exercise of an option shall be subject to: (i) completion of such registration or other qualification of such Common Shares or obtaining approval of such regulatory authorities as the Corporation shall determine to be necessary or advisable in connection with the authorization, issuance or sale thereof; (ii) the listing of such Common Shares on any Exchange, on which the Common Shares are listed and posted for trading; and (iii) the receipt from the Participant of such representations, warranties, agreements and undertakings, including as to future dealings in such Common Shares, as the Corporation or its counsel determines to be necessary or advisable in order to ensure compliance with all applicable securities laws. (f) If there is a Take-over Bid or Issuer Bid made for all or any of the issued and outstanding Common Shares, then the Board of Directors may, by resolution, permit all options outstanding under the Plan to become immediately exercisable in order to permit Common Shares issuable under such options to be tendered to such bid. SECTION 2.08 TERMINATION OF EMPLOYMENT. If a Participant shall: (a) cease to be a Key Contributor of the Corporation or any of its Designated Affiliates as determined by the Board of Directors; or (b) cease to be employed or engaged by the Corporation or any of its Designated Affiliates (and is not or does not continue to be a director or senior office thereof) for any reason (other than death, disability or retirement at or after age 70) or shall receive notice from the Corporation or any of its Designated Affiliates of the termination of his or her employment or engagement; (collectively, "Termination") he or she or it may, but only within three months next succeeding such Termination, exercise his or her or its options to the extent that he or she or it was entitled to exercise such options at the date of such Termination; provided that in no event shall such right extend beyond the Option Period. This section is subject to any agreement with any director or senior officer of the Corporation or any of its Designated Affiliates with respect to the rights of such director or senior office upon Termination or change in control of the Corporation. Notwithstanding the foregoing, if the Termination is for cause from the acceptance by the Participant of an officer of employment with a Competitor, or if such Participant accepts employment with a Competitor following such Termination and prior to the date that the options held by such Participant expire under this Section 2.08, then unless otherwise determined by the Board of Directors, the entitlement of the Participant to options previously granted under this Plan that remain unexercised, whether or not previously granted under this Plan that remain unexercised, whether or not previously vested, shall immediately terminate. For purposes of this Plan, employment with a competitor shall include acting on behalf of a Competitor in any capacity, whether as a shareholder, director, officer, employee, advisor, consultant, partner, lender or in any other capacity. In addition to the foregoing, notwithstanding any other provision of this Plan, all Common Shares issued to Participants on their exercise of options granted under the Plan shall remain subject to the right of the Corporation to repurchase such Common Shares for cancellation following any Termination of the employment of such Participant if such Participant accepts employment with a Competitor during the period of 12 months following the effective date of such Termination. Such right of repurchase may be exercised by the Corporation upon refunding the option exercise price therefore paid by the Participant, such payment to be made by the Corporation to the Participant or any subsequent holder of such Common Shares as of the date such right is exercised by the Corporation. The Corporation shall cause notice of such right of repurchase to be set forth on the certificates evidencing any Common Shares issued to a Participant upon any exercise of options granted from time to time under the Plan. SECTION 2.09 DEATH, DISABILITY OR RETIREMENT OF PARTICIPANT. In the event of the death, permanent disability or retirement at or after age 70 of a Participant who is a Key Contributor of the Corporation or any of its Designated Affiliates or who is an employee having been continuously in the employ of the Corporation or any of its Designated Affiliates for one year from and after the date of the granting of his or her option, the option therefore granted to him or her shall be exercisable within the twelve months next succeeding such death, disability or retirement (including the rights under Subsection 2.07(f) and then, in the event of death, only: (a) by the person or persons to whom the Participant's rights under the option shall pass by the Participant's will or the laws of descent and distribution; and (b) to the extent that he or she was entitled to exercise the option at the date of his or her death, provided that in no event shall such right extend beyond the Option Period. SECTION 2.10 ADJUSTMENT IN SHARES SUBJECT TO THE PLAN. In the event that: (a) there is any change in the Common Shares of the Corporation through subdivisions or consolidation of the share capital of the Corporation, or otherwise; (b) the Corporation declares a dividend on Common Shares payable in Common Shares or securities convertible into or exchangeable for Common Shares; or (c) the Corporation issues Common Shares, or securities convertible into or exchangeable for Common Shares, in respect of, in lieu of, or in exchange for, existing Common Shares, the number of Common Shares available for option, the Common Shares subject to any option, and the option price thereof, shall be adjusted appropriately by the Board of Directors in its sole discretion and such adjustment shall be effective and binding for all purposes of the Plan. SECTION 2.11 EFFECTING GRANTS. Subject to Section 3.04, the grant of options under the Plan shall be affected by the execution and delivery of a stock option agreement in such form which is consistent with the provisions of the Plan as may be approved by the Board of Directors from time to time. SECTION 2.12 RECORD KEEPING. The Corporation shall maintain a register in which shall be recorded: (a) the name and address of each Participant in the Plan; and (b) the number of options granted to a Participant and the number of options outstanding. ARTICLE THREE GENERAL SECTION 3.01 TRANSFERABILITY. The benefits, rights and options accruing to any Participant in accordance with the terms and conditions of the Plan shall not be transferable by the Participant except (i) from the Participant to his or her Holding Company or RRSP or from a Holding Company or RRSP to the Participant and, in either such event, the provisions of this Plan shall apply mutatis mutandis as though they were originally issued to and registered in the name of the Participant, or (ii) as otherwise specifically provided herein. During the lifetime of a Participant, all benefits, rights and options shall only be exercised by the Participant or by his or her guardian or legal representative. SECTION 3.02 EMPLOYMENT. Nothing contained in the Plan shall confer upon any Participant any right with respect to employment or continuance of employment with the Corporation or any Affiliate, or interfere in any way with the right of the Corporation or any Affiliate to terminate the Participant's employment at any time. Participation in the Plan by a Participant shall be voluntary. SECTION 3.03 DELEGATION TO COMPENSATION COMMITTEE. All of the powers exercisable by the Board of Directors under the Plan may, to the extent permitted by applicable law and authorized by resolution of the Board of Directors of the Corporation, be exercised by a Compensation Committee of not less than three (3) directors. A majority of the members of any such Compensation Committee shall not be employees of the Corporation. In addition, if determined appropriate by the Board of Directors of the Corporation, the Board of Directors may delegate any or all of the powers of the Board of Directors of the Corporation under the Plan to an independent consultant. SECTION 3.04 ADMINISTRATION OF THE PLAN. The Plan shall be administered by the Board of Directors of the Corporation. The Board of Directors shall be authorized to interpret and construe the Plan and may, from time to time, establish, amend or rescind rules and regulations required for carrying out the purposes, provisions and administration of the Plan and determine the Participants to be granted options, the number of Common Shares covered thereby, the exercise price therefor and the time or times when they may be exercised. Any such interpretation or construction of the Plan shall be final and conclusive. All administrative costs of te Plan shall be paid by the Corporation. The senior officers of the Corporation are hereby authorized and directed to do all things and execute and deliver all instruments, undertakings and applications and writings as they, in their absolute discretion, consider necessary for the implementation of the Plan and of the rules and regulations established for administering the Plan. SECTION 3.05 AMENDMENT, MODIFICATION OR TERMINATION OF THE PLAN. Subject to Section 3.03, the Board of Directors reserves the right to amend, modify or terminate the Plan at any time if and when it is advisable in the absolute discretion of the Board of Directors. However, any amendment of the Plan which would: (a) materially increase the benefits under the Plan; (b) increase the number of Common Shares which may be issued under the Plan; or (c) materially modify the requirements as to the eligibility for participation in the Plan; shall be effective only upon the approval of the shareholders of the Corporation. Any material amendment to any provision of the Plan shall be subject to any necessary approvals by the Exchange, other quotation system or any stock exchange or regulatory body having jurisdiction over the securities of the Corporation. Notwithstanding the foregoing, the Plan will terminate 10 years from the date hereof. SECTION 3.06 APPLICATION FOR RULING UNDER THE SECURITIES ACT. The Corporation is not a "private company" (as defined in the Securities Act and, accordingly, is not entitled to the exemptions for such companies from the registration and prospectus requirements of the Securities Act where they are not offered for sale to the public. In order to ensure compliance with the Securities Act, the grant of options under the Plan to Key Contributors other than officers and employees of the Corporation and its Affiliates shall be subject to receipt of such rulings or other relief as may be required under the Securities Act that the granting and exercise of such options shall not be subject to the prospectus and registration requirements of the Securities Act, subject to such terms and conditions as the Board of Directors may in its absolute discretion approval. SECTION 3.07 CONSOLIDATION, MERGER, ETC. If there is a change in control, which is defined as a consolidation, merger or statutory amalgamation or arrangement of the Corporation with or into another corporation, a separation of the business of the Corporation into two or more entities, a transfer of all or substantially all of the assets of the Corporation to another entity, or the change in the majority of the board of directors other than by election by the shareholders pursuant to board solicitation or by vacancies filled by the board caused by death or resignation of such person, upon the exercise of an option under the Plan, the holder thereof shall be entitled to receive the securities, property or cash which the holder would have received upon such consolidation, merger, amalgamation, arrangement, separation or transfer if the holder had exercised the option immediately prior to such event, unless the directors of the Corporation otherwise determine the basis upon which such option shall be exercisable. SECTION 3.08 NO REPRESENTATION OR WARRANTY. The Corporation makes no representation or warranty as to the future market value of any Common Shares issued in accordance with the provisions of the Plan. SECTION 3.09 INTERPRETATION. This Plan shall be governed by and construed in accordance with the laws of the Province of Quebec. SECTION 3.10 APPROVAL AND EFFECTIVE DATE. This Plan shall be effective as of the date it is approved by the Board of Directors and any securities regulatory body or stock exchange in Canada having jurisdiction over the securities of the Corporation. EX-23.1 5 b316861_ex23-1.txt EXHIBIT 23.1 INDEPENDENT AUDITORS CONSENT We consent to the incorporation by reference in this registration statement of Dectron Internationale Inc. on Form S-8 of our report dated March 30, 2001, appearing in the Annual Report on Form 10-KSB of Dectron Internationale Inc. for the year ended January 31, 2001. /s/ SCHWARTZ LEVITSKY FELDMAN LLP - --------------------------------- SCHWARTZ LEVITSKY FELDMAN LLP Montreal, Quebec February 14, 2002 -----END PRIVACY-ENHANCED MESSAGE-----