-----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, USJw+WBhfb0yDaqaXolwn1Z4KWaWsfvwcoWfSAYDM8QIbzHZPSI42h5KAUx4tERG JqNUweKYndRraLZBZ80rSA== 0000942708-96-000061.txt : 19961104 0000942708-96-000061.hdr.sgml : 19961104 ACCESSION NUMBER: 0000942708-96-000061 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19961101 EFFECTIVENESS DATE: 19961101 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: KINARK CORP CENTRAL INDEX KEY: 0000055805 STANDARD INDUSTRIAL CLASSIFICATION: COATING, ENGRAVING & ALLIED SERVICES [3470] IRS NUMBER: 710268502 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-15377 FILM NUMBER: 96652170 BUSINESS ADDRESS: STREET 1: 7060 S YALE CITY: TULSA STATE: OK ZIP: 74136 BUSINESS PHONE: 9184940964 MAIL ADDRESS: STREET 1: 7060 SOUTH YALE STREET 2: STE 603 CITY: TULSA STATE: OK ZIP: 741365723 FORMER COMPANY: FORMER CONFORMED NAME: KIN ARK OIL CO DATE OF NAME CHANGE: 19690601 FORMER COMPANY: FORMER CONFORMED NAME: KIN ARK OIL & GAS CO DATE OF NAME CHANGE: 19680906 S-8 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 1, 1996 REGISTRATION NO. 333-__________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KINARK CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 71-0268502 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 7060 SOUTH YALE AVENUE, TULSA, OKLAHOMA 74136 (918) 494-0964 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) KINARK CORPORATION 1996 STOCK OPTION PLAN (Full title of the Plan) PAUL R. CHASTAIN CHIEF FINANCIAL OFFICER 7060 SOUTH YALE AVENUE TULSA, OKLAHOMA 74136 (918) 494-0964 (Name, address, including zip code, and telephone number, including area code, of agent for service) COPY TO: PAUL A. QUIROS, ESQ. Nelson Mullins Riley & Scarborough, L.L.P. 400 Colony Square, Suite 2200 1201 Peachtree Street, N.E. Atlanta, Georgia 30361 (404) 817-6000 (404) 817-6050 (fax) CALCULATION OF REGISTRATION FEE
Amount to Proposed MaximumProposed Maximum Title of Securitiesbe Offering Price PerAggregate OfferingAmount of to be RegisteredRegistered Share(1) Price(1) Registration Fee Common Stock, 800,000 $2.94 2,352,000 $713 par value
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) and based upon the average of the high and low prices of the Registrant's Common Stock on October 31, 1996, as reported by the American Stock Exchange. PART I INFORMATION REQUIRED IN 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 on Form S-8 (the "Registration Statement") in accordance with Rule 428 under the Securities Act of 1933 and the Note to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed by Kinark Corporation, a Delaware corporation (the "Company"), with the Securities and Exchange Commission (the "Commission") under the Securities Exchange Act of 1934, as amended (File No. 001-03920) are incorporated by reference in this Registration Statement: (a) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995, filed with the Commission on April 1, 1996, as amended by Form 10-K/A filed with the Commission on April 4, 1996, and as further amended by Form 10-K/A filed with the Commission on July 30, 1996; (b) The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1996, filed with the Commission on May 15, 1996, as amended by Form 10-Q/A filed with the Commission on July 30, 1996; the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996, filed with the Commission on August 14, 1996; the Company's Current Report on Form 8-K dated February 5, 1996, filed with the Commission on February 20, 1996, as amended by Form 8-K/A filed with the Commission on April 19, 1996; the Company's Current Report on Form 8-K dated February 27, 1996, filed with the Commission on March 13, 1996, as amended by Form 8-K/A filed with the Commission on March 21, 1996, and as further amended by Form 8-K/A filed with the Commission on April 5, 1996; the Company's Current Report on Form 8-K dated April 10, 1996, filed with the Commission on May 8, 1996; the Company's Current Report on Form 8-K dated May 14, 1996, filed with the Commission on May 22, 1996; the Company's Current Report on Form 8-K dated October 28, 1996, filed with the Commission on October 31, 1996; and (c) The description of the Company's Common Stock, par value $.10 per share, set forth under the caption "Description of Capital Stock" in the Company's Registration Statement on Form S-3 (File No. 333-4937) filed with the Commission on October 4, 1996. 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, as amended (the "Exchange Act"), prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters 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. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 102(b)(7) of the Delaware General Corporation Law authorizes the inclusion of a provision in the certificate of incorporation of a Delaware corporation to eliminate or limit the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision may not eliminate or limit the liability of a director: (i) for any breach of the director's duty of loyalty to the corporation or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) for willful or negligent conduct in paying dividends or repurchasing stock out of other than lawfully available funds; or (iv) for any transaction from which the director receives an improper personal benefit. This provision pertains only to breaches of duty by directors in their capacity as directors (and not in any other corporate capacity, such as officers). The Company's Restated Certificate of Incorporation, as amended (the "Certificate"), exonerates the Company's directors from monetary liability to the fullest extent permitted by this statutory provision. Section 145 of the Delaware General Corporation Law authorizes a Delaware corporation to indemnify its officers, directors, employees or agents for attorneys' fees and other expenses as well as judgments or amounts paid in settlement in civil cases. The person seeking indemnification must have acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation in respect to the claim made against him or her. In criminal cases, the person seeking indemnification may be indemnified for fines and costs provided that, in addition to the foregoing standard of conduct, he or she did not have reasonable cause to believe his or her conduct was unlawful. Section 145 also permits a Delaware corporation to indemnify its directors, officers, agents and employees for expenses and attorneys' fees (not judgments) in actions brought by or in the right of the corporation, except that it does not permit such indemnification for any claim as to which such person is adjudged to be liable to the corporation, unless the court determines otherwise. Section 145 requires a Delaware corporation to indemnify any director, officer, employee or agent of the corporation to the extent he or she has been successful on the merits or otherwise in defense of any action, lawsuit or proceeding, or in defense of any claim, issue or matter therein, for expenses, including attorneys' fees, actually and reasonably incurred in connection with that defense. In addition to such rights as may be provided by law, the Certificate and the Company's Amended and Restated Bylaws (the "Bylaws") provide broad indemnification rights to directors, officers, employees and agents of the Company and its subsidiaries with respect to various civil and criminal liabilities and losses which may be incurred by such director, officer, agent or employee pursuant to any pending or threatened litigation or other proceedings, to the fullest extent permitted under the Delaware General Corporation Law. The Company is also obligated under the Certificate and the Bylaws to advance payment of expenses incurred by directors, officers, employees and agents of the Company or its subsidiaries which are incurred by any such person in defending a proceeding brought by reason of the fact that her or she is or was a director, officer, employee or agent of the Company or its subsidiaries, provided that he or she provides an undertaking to the Company to repay any such advances if it is ultimately determined that he or she is not entitled to indemnification. Any amendment or other modification to the Certificate or Bylaws which limits or otherwise adversely affects the rights to indemnification currently provided shall apply only to proceedings based upon actions and events occurring after such amendment and delivery of notice thereof to the indemnified parties. The Company has entered into separate indemnification agreements with each of its directors and certain of its officers and employees, whereby the Company has agreed, among other things, to provide for indemnification and advancement of expenses in a manner and subject to terms and conditions similar to those set forth in the Bylaws. These agreements may not be abrogated by action of the stockholders. The Company has a standard policy of directors' and officers' liability insurance covering directors, officers, employees and agents of the Company and its subsidiaries with respect to liabilities incurred as a result of their service in such capacities. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. Exhibit Number 4.1 Provisions in the Company's Restated Certificate of Incorporation, as amended, and Amended and Restated Bylaws defining the rights of holders of the Company's Common Stock (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on form S-3 filed with the Commission on October 4, 1996 (File No. 333-4937)). 4.2 Kinark Corporation 1996 Stock Option Plan. 4.3 Form of Stock Option Agreement pursuant to Kinark Corporation 1996 Stock Option Plan. 4.4 Form of Stock Option Agreement for Non-Employee Directors pursuant to the Kinark Corporation Stock Option Plan. 5.1 Opinion of Nelson Mullins Riley & Scarborough, L.L.P., counsel to the Company, as to legality of securities being registered. 15.1 Letter Regarding Unaudited Interim Financial Information. 23.1 Consent of Deloitte & Touche LLP, independent auditors of the Company. 23.2 Consent of Nelson Mullins Riley & Scarborough, L.L.P. (included as part of Exhibit 5.1). 24.1 Power of Attorney (contained on signature page of this filing). ITEM 9. UNDERTAKINGS. (a) The Company hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement 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. (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 Company hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) 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 of 1933 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 Commission such indemnification is against public policy as expressed in the Securities Act of 1933 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 whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 10, 1996. Kinark Corporation By:/s/ Ronald J. Evans Ronald J. Evans President KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Ronald J. Evans and Paul R. Chastain, and each of them, as true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in- fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all which said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do, or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date /s/ Michael T. Crimmins Chief Executive Officer October 10, 1996 Michael T. Crimmins (principal executive officer) (Chairman of the Board and Director /s/ Ronald J. Evans President and Director October 10, 1996 Ronald J. Evans /s/ Paul R. Chastain Vice President and Chief October 10, 1996 Paul R. Chastain Financial Officer (principal financial and accounting officer) and Director /s/ Richard C. Butler Director October 10, 1996 Richard C. Butler /s/ Mark E. Walker Director October 10, 1996 Mark E. Walker /s/ Joseph J. Morrow Director October 10, 1996 Joseph J. Morrow /s/ John H. Sununu Director October 10, 1996 EXHIBIT INDEX Exhibit Sequential Number Exhibit Page No. 4.1 Provisions in the Company's Restated Certificate of Incorporation, as amended, and Amended and Restated Bylaws defining the rights of holders of the Company's Common Stock (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-3 filed with the Commission on October 4, 1996 (File No. 333-4937)). 4.2 Kinark Corporation 1996 Stock Option Plan. 4.3 Form of Stock Option Agreement pursuant to Kinark Corporation 1996 Stock Option Plan. 4.4 Form of Stock Option Agreement for Non-Employee Directors pursuant to the Kinark Corporation Stock Option Plan. 5.1 Opinion of Nelson Mullins Riley & Scarborough, L.L.P., counsel to the Company, as to legality of securities being registered. 15.1 Letter Regarding Unaudited Interim Financial Information. 23.1 Consent of Deloitte & Touche LLP, independent auditors of the Company. 23.2 Consent of Nelson Mullins Riley & Scarborough, L.L.P. (included as part of Exhibit 5.1). 24.1 Power of Attorney (contained on signature page of this filing). EX-4 2 EXHIBIT 4.2 KINARK CORPORATION 1996 STOCK OPTION PLAN KINARK CORPORATION 1996 STOCK OPTION PLAN TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 ARTICLE II THE PLAN 4 2.1 Name 4 2.2 Purpose 4 2.3 Effective Date 5 ARTICLE III PARTICIPANTS 5 ARTICLE IV ADMINISTRATION 5 4.1 Duties and Powers of the Committee 5 4.2 Interpretation; Rules 5 4.3 No Liability 6 4.4 Majority Rule 6 4.5 Company Assistance 6 ARTICLE V SHARES OF STOCK SUBJECT TO PLAN 6 5.1 Limitations 6 5.2 Antidilution 6 ARTICLE VI OPTIONS 8 6.1 Types of Options Granted 8 6.2 Discretionary Options 8 6.3 Optionee Limitations 8 6.4 $100,000 Limitation 9 6.5 Exercise Price of Discretionary Options 9 6.6 Exercise Period of Discretionary Options 9 6.7 Non-Employee Director Options 9 6.8 Option Exercise 10 6.9 Nontransferability 11 6.10 Termination of Employment or Service 11 6.11 Certain Successor Options 11 6.12 Effect of Change in Control 12 ARTICLE VII STOCK APPRECIATION RIGHTS 12 7.1 SAR Awards 12 7.2 Determination of Price 12 7.3 Exercise of a SAR 12 7.4 Payment of a SAR Spread 12 7.5 Effect of SARs on Stock Subject to Plan 12 7.6 Termination of SARs 13 7.7 Nontransferability 13 7.8 No Stockholder Rights 13 ARTICLE VIII STOCK CERTIFICATES 14 ARTICLE IX TERMINATION AND AMENDMENT 14 9.1 Termination and Amendment 14 9.2 Rule 16b-3 Requirement 14 9.3 Effect on Grantee's Rights 15 ARTICLE X RELATIONSHIP TO OTHER COMPENSATION PLANS 15 ARTICLE XI MISCELLANEOUS 15 11.1 Replacement or Amended Grants 15 11.2 Employment Rights 15 11.3 Section 16 of Exchange Act 15 11.4 Plan Binding on Successors 15 11.5 Singular, Plural, Gender 15 11.6 Headings Not Part of Plan 16 11.7 Interpretation 16 11.8 Governing Law 16 KINARK CORPORATION 1996 STOCK OPTION PLAN ARTICLE I DEFINITIONS As used herein, the following terms have the following meanings unless the context clearly indicates to the contrary: "Advisor" or "Consultant" shall mean any person performing services for the Company or any Subsidiary of the Company, with or without compensation, to whom the Company chooses to grant Options in accordance with the Plan, provided that bona fide services must be rendered by such person and such services shall not be rendered in connection with the offer or sale of securities in a capital-raising transaction. "Award" shall mean a grant of a SAR under this Plan. "Board" shall mean the Board of Directors of the Company. "Change in Control" shall mean the occurrence of either of the following events: (a) A change in the composition of the Board as a result of which fewer than one-half of the incumbent Directors are Directors who either: (i) were Directors of the Company twenty-four (24) months prior to such change, or (ii) were elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Directors who had been Directors of the Company twenty-four (24) months prior to such change and who were still in office at the time of the election or nomination; or (b) Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), by the acquisition or aggregation of securities, is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company's then outstanding securities ordinarily (and apart from rights accruing under special circumstances) having the right to vote at elections of Directors (the "Base Capital Stock"); except that any change in the relative beneficial ownership of the Company's securities by any person resulting solely from a reduction in the aggregate number of outstanding shares of Base Capital Stock shall be disregarded until such person increases in any manner, directly or indirectly, such person's beneficial ownership of any securities of the Company. "Code" shall mean the Internal Revenue Code of 1986, as amended, including effective date and transition rules (whether or not codified). Any reference herein to a specific section of the Code shall be deemed to include a reference to any applicable corresponding provision of future law. "Committee" shall mean a committee of at least three (3) Directors appointed from time to time by the Board, having the duties and authority set forth herein in addition to any other authority granted by the Board; provided, however, that with respect to any Discretionary Options or Awards granted to an individual who is also a Section 16 Insider, the Committee shall consist of at least two (2) Directors (who need not be members of the Committee with respect to Options or Awards granted to any other individuals) who are Disinterested Persons, and all authority and discretion shall be exercised by such Disinterested Persons, and references herein to the "Committee" shall mean such Disinterested Persons insofar as any actions or determinations of the Committee shall relate to or affect Discretionary Options or Awards made to or held by any Section 16 Insider. At any time that the Board shall not have appointed a committee as described above, any reference herein to the Committee shall mean a reference to the Board. "Company" shall mean Kinark Corporation, a Delaware corporation. "Director" shall mean a member of the Board and any person who is an advisory or honorary director of the Company if such person is considered a director for the purposes of Section 16 of the Exchange Act. "Disabled Optionee" shall mean a Grantee who suffers a Disability. "Disability" shall mean a physical or mental infirmity which impairs a Grantee's ability to substantially perform his duties with the Company or a Subsidiary for a period of 180 consecutive days, as determined by an independent physician selected by agreement between the Company and the Grantee or, failing such agreement, selected by two physicians (one of which shall be selected by the Company and the other by the Grantee); provided, however, "Disability" shall have the meaning set forth in Section 22(e)(3) of the Code and the regulations promulgated thereunder in respect of an Optionee granted Incentive Stock Options. "Discretionary Option" shall mean an Option granted under this Plan, at the discretion of the Committee, in accordance with, and subject to, Section 6.2 hereof, and which may be an Incentive Stock Option or a non-Incentive Stock Option. "Disinterested Person" shall have the meaning given such term under Rule 16b-3 of the Exchange Act, as the same may be in effect from time to time, or in any successor rule thereto. "Employee" shall mean an employee of the Company, or of any Subsidiary, as defined under Section 3401(c) of the Code and the regulations thereunder. Unless the context otherwise indicates, the term "Employee" shall include any Officers or Directors who are not Non-Employee Directors. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended and as the same may be amended from time to time. Any reference herein to a specific section of the Exchange Act shall be deemed to include a reference to any corresponding provision of future law. "Exercise Price" shall mean the price at which an Optionee may purchase a share of Stock under a Stock Option Agreement. "Fair Market Value" on any date shall mean the closing sales price of the Stock on such date on the national securities exchange having the greatest volume of trading in the Stock during the thirty (30) 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. "For Cause" termination shall mean the termination of the Grantee's employment as a result of: (i) any act that constitutes, on the part of the Grantee, fraud, dishonesty, gross malfeasance of duty, or conduct grossly inappropriate to the Grantee's position of employment; or (ii) the conviction (from which no appeal may be or is timely taken) of the Grantee of a felony. "Grantee" shall mean a person who is an Optionee (or his permitted assign) or a person who has received an Award of a SAR. "Incentive Stock Option" shall mean an Option that complies with and is subject to the terms, limitations and conditions of Section 422 of the Code and the regulations promulgated thereunder. "Non-Employee Director" shall mean a Director of the Company who has not been an Officer or an Employee of the Company or any Subsidiary at any time during the twelve (12) months preceding the grant of a Non-Employee Director Option. "Non-Employee Director Option" shall mean an Option granted to a Non- Employee Director in accordance with, and subject to, Section 6.7 hereof. "Officer" shall mean a person who constitutes an officer of the Company for the purposes of Section 16 of the Exchange Act, as the same may be in effect from time to time, or in any successor rule thereto. "Option" shall mean an option, including a Discretionary Option and a Non- Employee Director Option, to purchase Stock granted pursuant to the provisions of Article VI hereof. "Optionee" shall mean a person to whom an Option has been granted hereunder or his permitted assign. "Plan" shall mean the Kinark Corporation 1996 Stock Option Plan, the terms of which are set forth herein, as the same may be amended from time to time. "Qualified Domestic Relations Order" shall have the meaning set forth in Section 414(p)(1)(A) of the Code and the regulations promulgated thereunder. "SAR" means a stock appreciation right, which is the right to receive an amount equal to the SAR Spread. "SAR Agreement" shall mean a written agreement setting forth the terms of an Award of a SAR, as provided in Section 7.1 hereof. "SAR Price" shall mean the base value established by the Committee for a SAR on the date the SAR is granted and which is used in determining the SAR Spread. "SAR Spread" shall mean, with respect to any SAR, an amount equal to (a) the Fair Market Value of a share of Stock on the date such SAR is exercised, less (b) the SAR Price of such SAR. "Section 16 Insider" shall mean any person who is subject to the provisions of Section 16 of the Exchange Act, as provided in Rule 16a-2 promulgated pursuant to the Exchange Act, as the same may be in effect from time to time, or in any successor rule thereto. "Stock" shall mean the Common Stock, par value $.10 per share, of the Company, subject to the provisions of Article V hereof. "Stock Option Agreement" shall mean a written agreement between the Company and an Optionee under which the Optionee may purchase Stock hereunder, as provided in Article VI hereof. "Subsidiary" shall mean any corporation in which the Company directly or indirectly owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock of such corporation. "Vested" shall refer to an Option that may be exercised by an Optionee under the terms of this Plan on or after a certain date specified in the applicable Stock Option Agreement. ARTICLE II THE PLAN 2.1 Name. This Plan shall be known as the "Kinark Corporation 1996 Stock Option Plan." 2.2 Purpose. The purpose of the Plan is to advance the interests of the Company, its Subsidiaries and its stockholders by affording Directors and Employees of the Company and its Subsidiaries, as well as Consultants and Advisors to the Company or any Subsidiary, an opportunity to acquire or increase their proprietary interests in the Company. The objective of the Options and Awards is to promote the growth and profitability of the Company and its Subsidiaries by providing the Grantees with an additional incentive to achieve the Company's objectives through participation in its success and growth and by encouraging their continued association with or service to the Company and its Subsidiaries. 2.3 Effective Date. The effective date of this Plan is June 5, 1996, subject to the approval of this Plan by the stockholders of the Company at the annual meeting of the stockholders on June 5, 1996, or any adjournment thereof. ARTICLE III PARTICIPANTS The class of persons eligible to participate in this Plan shall consist of all persons whose participation in the Plan the Committee determines to be in the best interests of the Company which shall include, but not be limited to, all Directors and Employees of the Company or any Subsidiary, as well as Consultants and Advisors to the Company or any Subsidiary; provided, however, that (a) only Employees of the Company or any Subsidiary shall be eligible to receive grants of Incentive Stock Options and (b) Non-Employee Directors are only eligible to receive Non-Employee Director Options. ARTICLE IV ADMINISTRATION 4.1 Duties and Powers of the Committee. This Plan shall be administered by the Committee. The Committee shall select one of its members as its Chairman and shall hold its meetings at such times and places as it may determine. The Committee shall keep minutes of its meetings and shall make such rules and regulations for the conduct of its business as it may deem necessary. The Committee shall have the power to act by unanimous written consent in lieu of a meeting, and to meet telephonically. In administering this Plan, the Committee's actions and determinations shall be binding on all interested parties. The Committee shall have the power to grant Discretionary Options and Awards in accordance with the provisions of this Plan and may grant Discretionary Options and Awards singularly, in combination, or in tandem. Subject to the provisions of this Plan, the Committee shall have the discretion and authority to determine those persons to whom Discretionary Options or Awards will be granted, the number of shares of Stock subject to each Discretionary Option or Award, such other matters as are specified herein, and any other terms and conditions of a Stock Option Agreement and SAR Agreement. To the extent not inconsistent with the provisions of this Plan, the Committee may give a Grantee an election to surrender a Discretionary Option or Award in exchange for the grant of a new Discretionary Option or Award, and shall have the authority to amend or modify an outstanding Stock Option Agreement or SAR Agreement, or to waive any provision thereof, provided that the Grantee consents to such action. 4.2 Interpretation; Rules. Subject to the express provisions of this Plan, the Committee shall have complete authority to interpret this Plan, to prescribe, amend and rescind rules and regulations relating to it, to determine the details and provisions of each Stock Option Agreement and SAR Agreement, and to make all other determinations necessary or advisable for the administration of this Plan, including, without limitation, the amending or altering of this Plan and any Options or Awards granted hereunder as may be required to comply with or to conform to any federal, state or local laws or regulations. 4.3 No Liability. Neither any Director nor any member of the Committee shall be liable to any person or entity for any act or determination made in good faith with respect to this Plan or any Option or Award granted hereunder. 4.4 Majority Rule. A majority of the members of the Committee shall constitute a quorum, and any action taken by a majority at a meeting at which a quorum is present, or any action taken without a meeting evidenced by a writing executed by all the members of the Committee, shall constitute the action of the Committee. 4.5 Company Assistance. The Company shall supply full and timely information to the Committee on all matters relating to eligible persons, their employment, death, retirement, disability or other termination of employment, and such other pertinent facts as the Committee may require. The Company shall furnish the Committee with such clerical and other assistance as is necessary in the performance of its duties. ARTICLE V SHARES OF STOCK SUBJECT TO PLAN 5.1 Limitations. Subject to the antidilution provisions of Section 5.2, the maximum number of shares of Stock that may be issued hereunder pursuant to Options or as payment of a SAR Spread shall be eight hundred thousand (800,000). Any or all shares of Stock subject to the Plan may be issued in respect of Incentive Stock Options and non-Incentive Stock Options and as payment of a SAR Spread, or in any combination thereof. Except as otherwise provided in Section 5.2, the amount of Stock subject to the Plan may not be increased without stockholder approval, as provided in Article IX hereof. Shares of Stock subject to an Option or issued as payment of a SAR Spread may be either authorized and unissued shares or treasury shares issued and later acquired by the Company. The shares of Stock subject to any unexercised portion of an Option that has terminated for any reason (except as set forth in the following paragraph) may again be subject to an Option or issued as payment of a SAR Spread under this Plan, and shall not be considered as having been optioned or issued in computing the number of shares of Stock remaining available for issuance under this Plan. 5.2 Antidilution. (a) If (i) the outstanding shares of Stock are increased, decreased, or changed into or exchanged for a different number or kind of shares or other securities of the Company, by reason of merger, consolidation, reorganization, recapitalization, reclassification, combination or exchange of shares, or stock split or stock dividend, (ii) any spin-off, split-off or other distribution of assets materially affects the price of the Stock, or (iii) there is any assumption and conversion to this Plan by the Company of an acquired company's outstanding option grants, then: (A) the maximum aggregate number and the class or series of shares of Stock available for issuance hereunder shall be adjusted appropriately by the Committee; and (B) the rights of Optionees (concerning the number of shares subject to Options and the Exercise Price) under outstanding Options and the rights of the holders of Awards (concerning the terms and conditions of the lapse of any then-remaining restrictions), shall be adjusted appropriately by the Committee. (b) If the Company is a party to any reorganization in which it does not survive, involving merger, consolidation, or acquisition of the stock or substantially all the assets of the Company, the Committee, in its discretion, may: (i) notwithstanding other provisions hereof, declare that all or a portion of the Options granted under this Plan shall become exercisable immediately notwithstanding the provisions of the respective Stock Option Agreements regarding exercisability, that all such Options shall terminate thirty (30) days after the Committee gives written notice of the immediate right to exercise all such Options and of the decision to terminate all Options not exercised within such 30-day period, and that all then- remaining restrictions pertaining to all or a portion of the Awards under this Plan shall immediately lapse; and/or (ii) notify all Grantees that all or a portion of the Options and Awards granted under this Plan shall be assumed by the successor corporation or substituted on an equitable basis with options or stock appreciation rights issued by such successor corporation. (c) If the Company is to be liquidated or dissolved in connection with a reorganization described in Section 5.2(b), the provisions of that Section shall apply. In all other instances, the adoption of a plan of dissolution or liquidation of the Company shall, notwithstanding other provisions hereof, cause all then-remaining restrictions pertaining to Options and Awards under the Plan to lapse, and shall cause every Option and Award outstanding under the Plan to terminate to the extent not exercised prior to the adoption of the plan of dissolution or liquidation by the stockholders; provided that, notwithstanding any other provisions hereof, the Committee may declare all Options and Awards granted under the Plan to be exercisable at any time on or before the fifth (5th) business day following such adoption, notwithstanding the provisions of the respective Stock Option Agreements or SAR Agreements regarding exercisability. (d) The adjustments described in paragraphs (a) through (c) of this Section 5.2, and the manner of their application, shall be determined solely by the Committee, and any such adjustment may provide for the elimination of fractional share interests; provided, however, that any adjustment made by the Committee shall be made in a manner that will not cause an Incentive Stock Option to be other than an Incentive Stock Option under applicable statutory and regulatory provisions. The adjustments required under this Article V shall apply to any successors of the Company and shall be made regardless of the number or type of successive events requiring such adjustments. ARTICLE VI OPTIONS 6.1 Types of Options Granted. The Committee may, under this Plan, grant either Incentive Stock Options or Options which do not qualify as Incentive Stock Options; provided, however, that only Employees of the Company or any Subsidiary shall be eligible to receive grants of Incentive Stock Options. Non-Employee Director Options shall be non-Incentive Stock Options. Within the limitations provided in this Plan, both Incentive Stock Options and non- Incentive Stock Options may be granted to the same person at the same time, or at different times, under different terms and conditions, as long as the terms and conditions of each Option are consistent with the provisions of this Plan. Without limitation of the foregoing, Discretionary Options may be granted subject to conditions based on the financial performance of the Company or any other factor the Committee deems relevant. Neither the Company, nor any Subsidiary or any Director or Officer of the Company or any Subsidiary warrants or represents that (i) any Option granted under this Plan shall be considered an Incentive Stock Option for applicable tax purposes, or (ii) favorable or desirable tax treatment or characterization will be applicable in respect of any Options. 6.2 Discretionary Options. The Committee may grant Discretionary Options under this Plan upon such restrictions, terms and conditions as the Committee may prescribe. Each Discretionary Option granted hereunder shall be evidenced by minutes of a meeting or the written consent of the Committee and by a written Stock Option Agreement executed by the Company and the Optionee. The terms of the Discretionary Option, including the Discretionary Option's duration, vesting schedule, exercise price, and whether it is intended to be an Incentive Stock Option, shall be determined by the Committee, and stated in the Stock Option Agreement. No Incentive Stock Option may be granted more than ten (10) years after the effective date of this Plan. Separate Stock Option Agreements may be used for Discretionary Options intended to be Incentive Stock Options and those not so intended, but any failure to use such separate agreements shall not invalidate, or otherwise adversely affect the Optionee's interest in, the Discretionary Options evidenced thereby. 6.3 Optionee Limitations. The Committee shall not grant an Incentive Stock Option to any person who, at the time the Incentive Stock Option is granted: (a) is not an Employee of the Company or any of its Subsidiaries; or (b) owns or is considered to own stock possessing at least ten percent (10%) of the total combined voting power of all classes of stock of the Company or any of its Subsidiaries; provided, however, that this limitation shall not apply if at the time an Incentive Stock Option is granted the Exercise Price is at least one hundred ten percent (110%) of the Fair Market Value of the Stock subject to such Option and such Option by its terms is not exercisable after five (5) years from the date on which the Option is granted. For the purpose of this subsection (b), a person shall be considered to own: (i) the stock owned, directly or indirectly, by or for his or her brothers and sisters (whether by whole or half blood), spouse, ancestors and lineal descendants; (ii) the stock owned, directly or indirectly, by or for a corporation, partnership, estate or trust in proportion to such person's stock interest, partnership interest or beneficial interest therein; and (iii) the stock which such person may purchase under any outstanding options of the Company or any Subsidiary. 6.4 $100,000 Limitation. Except as provided below, the Committee shall not grant an Incentive Stock Option to, or modify the exercise provisions of any outstanding Incentive Stock Option held by, any person who, at the time the Incentive Stock Option is granted (or modified), would thereby receive or hold any Incentive Stock Options of the Company and any Subsidiary, such that the aggregate Fair Market Value (determined as of the respective dates of grant or modification of each Option) of the Stock with respect to which such Incentive Stock Options are exercisable for the first time during any calendar year is in excess of $100,000 (or such other limit as may be prescribed by the Code from time to time); provided, that the foregoing restriction on modification of outstanding Incentive Stock Options shall not preclude the Committee from modifying an outstanding Incentive Stock Option if, as a result of such modification and with the consent of the Optionee, such Option no longer constitutes an Incentive Stock Option; and provided further that, if the $100,000 limitation (or such other limitation prescribed by the Code) described in this Section 6.4 is exceeded, the Incentive Stock Option, the granting or modification of which resulted in the exceeding of such limit, shall be treated as an Incentive Stock Option up to the limitation and the excess shall be treated as an Option not qualifying as an Incentive Stock Option. 6.5 Exercise Price of Discretionary Options. The Exercise Price of the Stock subject to each Discretionary Option shall be determined by the Committee. Subject to the provisions of Section 6.3(b) hereof, the Exercise Price of an Incentive Stock Option shall not be less than the Fair Market Value of the Stock as of the date the Discretionary Option is granted (or in the case of an Incentive Stock Option that is subsequently modified, on the date of such modification). 6.6 Exercise Period of Discretionary Options. The period for the exercise of each Discretionary Option granted hereunder shall be determined by the Committee. The Committee shall have the authority to prescribe in any Stock Option Agreement that the Discretionary Option may be exercised in accordance with a vesting schedule set forth in such agreement. The Stock Option Agreement with respect to each Discretionary Option intended to be an Incentive Stock Option shall provide that such Discretionary Option shall not be exercisable after the expiration of ten (10) years from the date of grant (or modification) of the Discretionary Option. In addition, no Discretionary Option granted to a Section 16 Insider shall be exercisable prior to the expiration of six (6) months from the date such Discretionary Option is granted, other than in the case of the death or disability of the Optionee. 6.7 Non-Employee Director Options. (a) Commencing on July 1, 1996, and continuing on the first day of July 1 thereafter for a period of ten years, through and including July 1, 2005, each Non-Employee Director who is a member of the Board on each of such dates shall automatically receive Non-Employee Director Stock Options to purchase five thousand (5,000) shares of Stock. Non-Employee Director Options shall be evidenced by a written Stock Option Agreement. Non-Employee Director Options shall be non-Incentive Stock Options. (b) The Exercise Price of Non-Employee Director Options shall be 100% of the Fair Market Value of the Company's Stock as of July 1 of the year in which the Non-Employee Director Option is granted. (c) Each Non-Employee Director Option shall vest and become exercisable upon the expiration of six (6) months from the date such Non- Employee Director Option is granted. (d) Each Non-Employee Director Option shall terminate and cease to be exercisable after the expiration of ten (10) years from the date such Non- Employee Director Option is granted. (e) In the event a Non-Employee Director Optionee ceases to be a Director by reason of his or her death or Disability, the Optionee or the Optionee's administrators, executors or personal representatives may exercise the Optionee's Non-Employee Director Options on the earlier of (i) the last day of the one (1) year period following the Optionee's death or the beginning of the Optionee's Disability or (ii) the expiration of the Optionee's Non-Employee Director Options. (f) In the event a Non-Employee Director Optionee ceases to be a Director for any reason other than his or her death or Disability, the Optionee may exercise his or her Non-Employee Director Options on the earlier of (i) the last day of the two (2) year period following the date the Optionee ceases to be a Director or (ii) the expiration of the Optionee's Non-Employee Director Options. (g) The anti-dilution provisions of Section 5.2 as well as the provisions of Sections 6.8 and 6.9 shall apply to Non-Employee Director Options. 6.8 Option Exercise. (a) Unless otherwise provided in the Stock Option Agreement or Section 6.6 hereof, an Option may be exercised at any time or from time to time during the term of the Option as to any or all Options which have become Vested under the terms and conditions of the Option, but not at any time as to less than one hundred (100) shares unless the remaining Options that have become Vested relate to less than one hundred (100) shares. (b) An Option shall be exercised by (i) delivery to the Company at its principal office a written notice of exercise with respect to a specified number of shares of Stock and (ii) payment to the Company at that office of the full amount of the Exercise Price for such number of shares in accordance with Section 6.7(c). If requested by an Optionee, an Option may be exercised with the involvement of a stockbroker in accordance with the federal margin rules set forth in Regulation T (in which case the certificates representing the underlying shares will be delivered by the Company directly to the stockbroker). (c) The Exercise Price is to be paid in full in cash upon the exercise of the Option and the Company shall not be required to deliver certificates for the shares purchased until such payment has been made; provided, however, that the Committee may provide in a Stock Option Agreement (or may otherwise determine in its sole discretion at the time of exercise) that in lieu of cash, all or any portion of the Exercise Price may be paid by tendering to the Company shares of Stock duly endorsed for transfer and owned by the Optionee, or by authorization to the Company to withhold shares of Stock otherwise issuable upon exercise of the Option, in each case to be credited against the Exercise Price at the Fair Market Value of such shares on the date of exercise (however, no fractional shares may be so transferred, and the Company shall not be obligated to make any cash payments in consideration of any excess of the aggregate Fair Market Value of shares transferred over the aggregate Exercise Price); provided further, the Committee may provide in a Stock Option Agreement (or may otherwise determine in its sole discretion at the time of exercise) that, in lieu of cash or shares, all or a portion of the Exercise Price may be paid by the Optionee's execution of a recourse promissory note the principal amount of which shall be equal to the Exercise Price or the relevant portion thereof, subject to compliance with applicable state and federal laws, rules and regulations. (d) In addition to and at the time of payment of the Exercise Price, the Company may withhold, or require the Optionee to pay to the Company in cash, the amount of any federal, state and local income, employment or other withholding taxes which the Committee determines are required to be withheld under federal, state or local law in connection with the exercise of an Option; provided, however, the Committee may provide in a Stock Option Agreement (or may otherwise determine in its sole discretion at the time of exercise) that all or any portion of such tax obligations may, upon the election of the Optionee, be paid by tendering to the Company whole shares of Stock duly endorsed for transfer and owned by the Optionee, or by authorization to the Company to withhold shares of Stock otherwise issuable upon exercise of the Option, in either case in that number of shares having a Fair Market Value on the date of exercise equal to the amount of such taxes thereby being paid, and subject to such restrictions as to the approval and timing of any such election as the Committee may from time to time determine to be necessary or appropriate to satisfy the conditions of the exemption set forth in Rule 16b-3 under the Exchange Act, if such rule is applicable. (e) The holder of an Option shall not have any of the rights of a stockholder with respect to the shares of Stock subject to the Option until such shares have been issued and transferred to the Optionee upon the exercise of the Option. 6.9 Nontransferability. No Option shall be transferable by an Optionee other than by will or the laws of descent and distribution; provided, however, non-Incentive Stock Options may also be transferred pursuant to a Qualified Domestic Relations Order. During the lifetime of an Optionee, Options shall be exercisable only by such Optionee (or by such Optionee's guardian or legal representative, should one be appointed). 6.10 Termination of Employment or Service. The Committee shall have the power to specify, with respect to the Discretionary Options granted to a particular Optionee, the effect upon such Optionee's right to exercise a Discretionary Option upon termination of such Optionee's employment or service under various circumstances, which effect may include immediate or deferred termination of such Optionee's rights under a Discretionary Option, or acceleration of the date at which a Discretionary Option may be exercised in full; provided, however, that in no event may an Incentive Stock Option be exercised after the expiration of ten (10) years from the date of grant thereof. 6.11 Certain Successor Options. To the extent not inconsistent with the terms, limitations and conditions of Code Section 422 and any regulations promulgated thereunder, an Option issued in respect of an option to acquire stock of any entity acquired, by merger or otherwise, by the Company or any Subsidiary, may contain terms that differ from those stated in this Article VI, but solely to the extent necessary to preserve the rights and benefits contained in such predecessor option, or to satisfy the requirements of Code Section 424(a). 6.12 Effect of Change in Control. The Committee may determine, at the time of granting a Discretionary Option or thereafter, that such Discretionary Option shall become exercisable on an accelerated basis in the event that a Change in Control occurs with respect to the Company (and the Committee shall have the discretion to modify the definition of Change in Control in a particular Stock Option Agreement). If the Committee finds that there is a reasonable possibility that, within the succeeding six (6) months, a Change in Control will occur with respect to the Company, then the Committee may determine that all outstanding Discretionary Options shall be exercisable on an accelerated basis. ARTICLE VII STOCK APPRECIATION RIGHTS 7.1 SAR Awards. The Committee may grant Awards of SARs under this Plan upon such restrictions, terms and conditions as the Committee may prescribe; provided, however, that the Committee may not grant Awards of SARs to Non- Employee Directors. Each Award shall be governed by a SAR Agreement between the Company and the Grantee which shall contain the restrictions, terms and conditions prescribed by the Committee, including, without limitation, restrictions on the time of exercise of the SAR to specified periods as may be necessary to satisfy the requirements of Rule 16b-3. Awards of SARs may be granted singularly, or in combination or in tandem with Options granted under this Plan, and may be granted at the same time as or later than the grant of the Option to which it relates. 7.2 Determination of Price. The SAR Price shall be established by the Committee in its sole discretion. The SAR Price shall not be less than one hundred percent (100%) of the Fair Market Value of the Stock on the date the SAR is granted for a SAR issued in tandem with an Incentive Stock Option. 7.3 Exercise of a SAR. A SAR shall be exercisable at such time as may be determined by the Committee, provided that a SAR issued in tandem with an Option shall be exercisable to the extent that the related Option is exercisable. Upon exercise of a SAR, the Grantee shall be entitled, subject to the terms and conditions of this Plan and the SAR Agreement, to receive an amount equal to the SAR Spread. 7.4 Payment of a SAR Spread. Payment of the SAR Spread for any SAR shall be made, at the sole discretion of the Committee, in (a) cash, (b) shares of Stock, or (c) a combination of both. Shares of Stock used for this payment shall be valued at their Fair Market Value on the date of exercise of the applicable SAR. 7.5 Effect of SARs on Stock Subject to Plan. Stock issued in payment of the SAR Spread shall reduce the number of shares of Stock remaining available for issuance under this Plan. The exercise of a SAR which results in the termination of an unexercised Option issued in tandem with such SAR shall also reduce the number of shares of Stock remaining available for issuance under this Plan by the number of shares of Stock subject to the terminated Option. 7.6 Termination of SARs. A SAR may be terminated as follows: (a) During the period of a Grantee's continuous employment with the Company or a Subsidiary, a SAR will be terminated only if it has been fully exercised or it has expired by its terms. (b) Upon termination of a Grantee's employment with the Company or a Subsidiary, the SAR will terminate upon the earliest of (i) the full exercise of the SAR, (ii) the expiration of the SAR by its terms, and (iii) not more than three (3) months following the date of employment termination; provided, however, should termination of employment (A) result from the death or Disability of the Grantee, the period referenced in clause (iii) hereof shall be one (1) year, or (B) be For Cause, the SAR will terminate on the date of employment termination. For purposes of this Plan, a leave of absence approved by the Company shall not be deemed to be termination of employment unless otherwise provided in the SAR Agreement or by the Company on the date of the leave of absence. (c) Subject to the terms of the SAR Agreement with the Grantee, if a Grantee should die or become subject to a Disability prior to the termination of employment with the Company or any Subsidiary and prior to the termination of a SAR, such SAR may be exercised to the extent that the Grantee shall have been entitled to exercise it at the time of death or Disability, as the case may be, by the Grantee, the estate of the Grantee or the person or persons to whom the SAR shall have been transferred by will or by the laws of descent and distribution. (d) Except as otherwise expressly provided in the SAR Agreement with the Grantee, in no event will the continuation of the term of a SAR beyond the date of termination of employment allow the Employee, or his beneficiaries or heirs, to accrue additional rights under this Plan, have additional SARs available for exercise, or receive a higher benefit than the benefit payable as if the SAR had been exercised on the date of employment termination. 7.7 Nontransferability. No SAR shall be transferable by a Grantee; provided, however, that a SAR issued in tandem with an Option shall be transferable, if at all, to the same extent and upon the same terms and conditions as the related Option. 7.8 No Stockholder Rights. The Grantee of a SAR shall have no rights as a stockholder with respect to such SAR. In addition, no adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or rights, except as provided in Section 5.2 hereof. ARTICLE VIII STOCK CERTIFICATES The Company shall not be required to issue or deliver any certificate for shares of Stock purchased upon the exercise of any Option granted hereunder or any portion thereof prior to fulfillment of all of the following conditions: (a) the admission of such shares to listing on all stock exchanges on which the Stock is then listed; (b) the completion of any registration or other qualification of such shares which the Committee shall deem necessary or advisable under any federal or state law or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body; (c) the obtaining of any approval or other clearance from any federal or state governmental agency or body which the Committee shall determine to be necessary or advisable; and (d) the lapse of such reasonable period of time following the exercise of the Option as the Board from time to time may establish for reasons of administrative convenience. Stock certificates issued and delivered to Grantees shall bear such restrictive legends as the Company shall deem necessary or advisable pursuant to applicable federal and state securities laws. ARTICLE IX TERMINATION AND AMENDMENT 9.1 Termination and Amendment. Subject to Section 9.2 hereof, the Board may at any time terminate this Plan, and may at any time and from time to time and in any respect amend this Plan; provided, however, that the Board (unless its actions are approved or ratified by the stockholders of the Company within twelve (12) months of the date that the Board amends the Plan) may not amend this Plan to: (a) increase the total number of shares of Stock issuable under this Plan, except as contemplated under Article V hereof; (b) materially change the class of persons that may participate in this Plan; or (c) otherwise materially increase the benefits accruing to participants under this Plan. 9.2 Rule 16b-3 Requirement. As required by Rule 16b-3 of the Exchange Act, any provision of this Plan relating to Non-Employee Director Options shall not be amended more than once every six months, except as is necessary to make the Plan comport with changes in the Code, the Employment Retirement Income Security Act, or the rules thereunder. 9.3 Effect on Grantee's Rights. No termination, amendment or modification of this Plan shall adversely affect a Grantee's rights under a Stock Option Agreement or SAR Agreement without the consent of the Grantee or his legal representative. ARTICLE X RELATIONSHIP TO OTHER COMPENSATION PLANS The adoption of this Plan shall not affect any other stock option, incentive or other compensation plans in effect for the Company or any of its Subsidiaries; nor shall the adoption of the Plan preclude the Company or any of its Subsidiaries from establishing any other form of incentive or other compensation plan for Employees or Directors of the Company or any of its Subsidiaries. ARTICLE XI MISCELLANEOUS 11.1 Replacement or Amended Grants. At the sole discretion of the Committee, and subject to the terms of this Plan, the Committee may modify outstanding Discretionary Options or Awards or accept the surrender of outstanding Discretionary Options or Awards and grant new Discretionary Options or Awards in substitution thereof. However, no modification of a Discretionary Option or Award shall adversely affect a Grantee's rights under a Stock Option Agreement or SAR Agreement without the consent of the Grantee or his legal representative. 11.2 Employment Rights. Nothing in this Plan or in any Stock Option Agreement or SAR Agreement shall confer on any person any right to continue in the employ of the Company or any of its Subsidiaries, or shall interfere in any way with the right of the Company or any of its Subsidiaries to terminate such person's employment at any time. 11.3 Section 16 of Exchange Act. With respect to persons subject to Section 16 of the Exchange Act, transactions under this Plan are intended to comply with all applicable conditions of Rule 16b-3, as the same may be amended from time to time, or any successor thereto. To the extent any provision of the Plan or action by the Committee fails to so comply, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Committee. 11.4 Plan Binding on Successors. This Plan shall be binding upon the successors and assigns of the Company. 11.5 Singular, Plural, Gender. Whenever used herein, nouns in the singular shall include the plural, and the masculine pronoun shall include the feminine gender and vice versa. 11.6 Headings Not Part of Plan. Headings of Articles and Sections hereof are inserted for convenience and reference, and they do not constitute part of this Plan. 11.7 Interpretation. With respect to Section 16 Insiders, transactions under this Plan are intended to comply with all applicable conditions of Rule 16b-3 or its successors under the Exchange Act, and shall be interpreted consistent therewith. 11.8 Governing Law. This Plan shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to conflicts of laws principles. * * * * * EX-4 3 EXHIBIT 4.3 FORM OF STOCK OPTION AGREEMENT KINARK CORPORATION STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT (this "Agreement") is entered into as of the day of , 199__, by and between Kinark Corporation, a Delaware corporation (the "Company"), and _________________ (the "Optionee"). W I T N E S S E T H: WHEREAS, on April 1, 1996, the Board of Directors of the Company adopted a stock option plan known as the "Kinark Corporation 1996 Stock Option Plan" (the "Plan"), and recommended that the Plan be approved by the Company's shareholders; and WHEREAS, on June 5, 1996, the shareholders of the Company approved the Plan; and WHEREAS, the Committee has granted the Optionee a stock option to purchase the number of shares of the Company's common stock as set forth below, and in consideration of the granting of that stock option the Optionee intends to remain in the employ of the Company; and WHEREAS, the Company and the Optionee desire to enter into this Stock Option Agreement in accordance with the Plan; and NOW, THEREFORE, as an employment incentive and to encourage stock ownership, and also in consideration of the mutual covenants contained herein, the parties hereto agree as follows. 1. Incorporation of Plan. This option is granted pursuant to the provisions of the Plan and the terms and definitions of the Plan are incorporated herein by reference and made a part hereof. Capitalized terms not defined herein shall have the meanings ascribed to them in the Plan. A copy of the Plan has been delivered to, and receipt is hereby acknowledged by, the Optionee. Notwithstanding anything in this Agreement to the contrary, to the extent the terms of this Agreement conflict with or otherwise attempt to exceed the authority set forth under the terms of the Plan, the Plan shall govern and control in all respects. 2. Grant of Option. Subject to the terms, restrictions, limitations and conditions stated herein and under the Plan, the Company hereby evidences its grant to the Optionee, not in lieu of salary or other compensation, of the right and option (the "Option") to purchase all or any part of the number of shares of the Company's Common Stock, par value $.10 per share (the "Stock"), set forth on Schedule A attached hereto and incorporated herein by reference. The Option shall be exercisable in the amounts and at the times specified on Schedule A. The Option shall expire and shall not be exercisable on the date specified on Schedule A or on such earlier date as determined pursuant to Section 8 hereof. Schedule A states whether the Option is intended to be an Incentive Stock Option. Neither the Company, nor any Subsidiary or any Director or Officer of the Company or any Subsidiary warrants or otherwise represents that (i) any Option granted under this Plan shall be considered an Incentive Stock Option for applicable tax purposes, or (ii) favorable or desirable tax treatment or characterization will be applicable in respect of any Option. 3. Purchase Price. The price per share to be paid by the Optionee for the shares subject to this Option (the "Exercise Price") shall be as specified on Schedule A, which price shall be an amount not less than the Fair Market Value of a share of Stock as of the Date of Grant (as defined in Section 9 below) if the Option is an Incentive Stock Option. 4. Exercise Terms. The Optionee must exercise the Option for at least the lesser of 100 shares or the number of shares of Vested Stock as to which the Option remains unexercised. In the event this Option is not exercised with respect to all or any part of the shares subject to this Option prior to its expiration, the shares with respect to which this Option was not exercised shall no longer be subject to this Option. 5. Restrictions on Transferability. No Option shall be transferable by an Optionee other than by will or the laws of descent and distribution; provided, however non-Incentive Stock Options may also be transferred, pursuant to a Qualified Domestic Relations Order. During the lifetime of an Optionee, Options shall be exercisable only by such Optionee (or by such Optionee's guardian or legal representative, should one be appointed). 6. Notice of Exercise of Option. This Option may be exercised by the Optionee, or by the Optionee's administrators, executors or personal representatives, by a written notice (in substantially the form of the Notice of Exercise attached hereto as Schedule B) signed by the Optionee, or by such administrators, executors or personal representatives, and delivered or mailed to the Company as specified in Section 12(c) hereof to the attention of the President or such other officer as the Company may designate. Any such notice shall (a) specify the number of shares of Stock which the Optionee or the Optionee's administrators, executors or personal representatives, as the case may be, then elects to purchase hereunder, (b) contain such information as may be reasonably required pursuant to Section 10 hereof, and (c) be accompanied by (i) a certified or cashier's check payable to the Company in payment of the total Exercise Price applicable to such shares as provided herein, (ii) shares of Stock owned by the Optionee and duly endorsed or accompanied by stock transfer powers having a Fair Market Value equal to the total Exercise Price applicable to such shares purchased hereunder, or (iii) a certified or cashier's check accompanied by the number of shares of Stock whose Fair Market Value when added to the amount of the check equals the total Exercise Price applicable to such shares purchased hereunder. Upon receipt of any such notice and accompanying payment, and subject to the terms hereof, the Company agrees to issue to the Optionee or the Optionee's administrators, executors or personal representatives, as the case may be, stock certificates for the number of shares specified in such notice registered in the name of the person exercising this Option. 7. Adjustment in Option. The number of shares of stock, subject to this Option, the Exercise Price and other matters are subject to adjustment during the term of this Option in accordance with the Plan. 8. Termination of Employment. (a) Except as otherwise specified in Schedule A, in the event of the termination of the Optionee's employment with the Company or any of its Subsidiaries, other than a termination that is either (i) For Cause, (ii) voluntary on the part of the Optionee and without written consent of the Company, or (iii) for reasons of death or Disability or retirement, the Optionee (or his or her personal representative) may exercise this Option at any time within thirty (30) days after such termination to the extent of the number of shares which were Purchasable hereunder at the date of such termination. (b) Except as otherwise specified in Schedule A, in the event of a termination of the Optionee's employment that is either (i) For Cause or (ii) voluntary on the part of the Optionee and without the written consent of the Company, this Option, to the extent not previously exercised, shall terminate immediately and shall not thereafter be or become exercisable. (c) Except as otherwise provided in Schedule A, in the event of the retirement of the Optionee at the normal retirement date as prescribed from time to time by the Company or any Subsidiary, the Optionee shall continue to have the right to exercise any Options for shares which were Vested at the date of the Optionee's retirement. This Option does not confer upon the Optionee any right with respect to continued employment by the Company or by any of its Subsidiaries. This Option shall not be affected by any change of employment so long as the Optionee continues to be an employee of the Company or one of its Subsidiaries. (d) Except as otherwise specified in Schedule A, in the event of termination of employment because of the Optionee's becoming a Disabled Optionee, the Optionee (or his or her personal representative) may exercise this Option, within a period ending on the earlier of (a) the last day of the one (1) year period following the beginning of Optionee's Disability or (b) the expiration date of this Option, to the extent of the number of shares which were Purchasable hereunder at the date of such termination. (e) Except as otherwise set forth in Schedule A with respect to the rights of the Optionee upon termination of employment under Section 8(a) above, in the event of the Optionee's death while employed by the Company or any of its Subsidiaries or within three (3) months after a termination of such employment (if such termination was neither (i) For Cause nor (ii) voluntary on the part of the Optionee and without the written consent of the Company), the appropriate persons described in Section 6 hereof or persons to whom all or a portion of this Option is transferred in accordance with Section 5 hereof may exercise this Option at any time within a period ending on the earlier of (a) the last day of the one (1) year period following the Optionee's death or (b) the expiration date of this Option. If the Optionee was an employee of the Company at the time of death, this Option may be so exercised to the extent of the number of shares that were Vested hereunder at the date of death. If the Optionee's employment terminated prior to his or her death, this Option may be exercised only to the extent of the number of shares covered by this Option which were Vested hereunder at the date of such termination. 9. Date of Grant. This Option was granted by the Board of Directors of the Company on the date set forth in Schedule A (the "Date of Grant"). 10. Compliance with Regulatory Matters. The Optionee acknowledges that the issuance of capital stock of the Company is subject to limitations imposed by federal and state law and the Optionee hereby agrees that the Company shall not be obligated to issue any shares of Stock upon exercise of this Option that would cause the Company to violate any law or any rule, regulation, order or consent decree of any regulatory authority (including without limitation the Securities and Exchange Commission) having jurisdiction over the affairs of the Company. The Optionee agrees that he or she will provide the Company with such information as is reasonably requested by the Company or its counsel to determine whether the issuance of Stock complies with the provisions described by this Section 10. 11. Restriction on Disposition of Shares. The shares purchased pursuant to the exercise of an Incentive Stock Option shall not be transferred by the Optionee except pursuant to the Optionee's will, or the laws of descent and distribution, until such date which is the later of two (2) years after the grant of such Incentive Stock Option or one (1) year after the transfer of the shares to the Optionee pursuant to the exercise of such Incentive Stock Option. 12. Miscellaneous. (a) This Agreement shall be binding upon the parties hereto and their representatives, successors and assigns. (b) This Agreement is executed and delivered in, and shall be governed by the laws of, the State of Delaware, without regard to conflicts of laws principles. (c) Any notice, request, document or other communication required or permitted to be given hereunder shall be deemed given, and any elections or exercises to be made or accomplished shall be deemed made or accomplished, upon actual delivery thereof to the designated recipient, or three (3) days after deposit thereof in the United States mail, registered, return receipt requested and postage prepaid, addressed, if to the Optionee, at the address set forth below his or her signature and, if to the Company, to its executive offices at 7060 South Yale Avenue, Suite 603, Tulsa, Oklahoma 74136. (d) This Agreement may not be modified except in writing executed by each of the parties hereto. (e) This Agreement, together with the Plan, contains the entire understanding with the parties hereto and supersedes any prior understanding and/or written or oral agreement between them respecting the subject matter hereof. (f) The parties hereto agree that the provisions of this Agreement are severable and the invalidity or unenforceability of any provision in whole or in part shall not effect the validity or enforceability of any enforceable part of such provision or any other provisions hereof. (g) The section headings herein are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement. (h) No waiver of any breach or default hereunder shall be considered valid unless in writing, and no such waiver shall be deemed a waiver of any subsequent breach or default of the same or similar nature. (i) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the Company has caused this Stock Option Agreement to be executed on its behalf and the Optionee has executed this Agreement, all as of the day and year first above written. KINARK CORPORATION Attest: By: Title: Secretary OPTIONEE Name: Address: SCHEDULE A TO STOCK OPTION AGREEMENT BETWEEN KINARK CORPORATION AND [Name of Optionee] Dated: 1. Number of shares of stock Subject to Option: shares of stock. 2. This Option (Check one) [ ] is [ ] is not an Incentive Stock Option. 3. Option Exercise Price: $ per share. 4. Date of Grant: 5. Option Vesting Schedule: Check one: ( ) Options are exercisable with respect to all shares on or after the date hereof ( ) Options are exercisable with respect to the number of shares indicated below on or after the date indicated next to the number of shares: No. of Shares Vesting Date 6. Option Exercise Period: Check One: ( ) All options expire and are void unless exercised on or before . ( ) Options expire and are void unless exercised on or before the date indicated next to the number of shares: No. of Shares Expiration Date 7. Effect of Termination of Employment of Optionee (if different from that set forth in Section 8 of the Stock Option Agreement): SCHEDULE B NOTICE OF EXERCISE The undersigned hereby notifies Kinark Corporation (the "Company") of this election to exercise the undersigned's stock option to purchase shares of the Company's common stock, par value $.10 per share (the "Common Stock"), pursuant to the Stock Option Agreement (the "Agreement") between the undersigned and the Company dated . Accompanying this Notice is (1) a check in the amount of $ payable to the Company, and/or (2) _______________ shares of the Company's Common Stock presently owned by the undersigned and duly endorsed or accompanied by stock transfer powers, having an aggregate Fair Market Value (as defined in the Kinark Corporation 1996 Stock Option Plan) as of the date hereof of $_____________, such amounts being equal, in the aggregate, to the purchase price per share set forth in Section 3 of the Agreement multiplied by the number of shares being purchased hereby (in each instance subject to appropriate adjustment pursuant to Section 7 of the Agreement). IN WITNESS WHEREOF, the undersigned has set his hand and seal, this day of . OPTIONEE [OR OPTIONEE'S ADMINISTRATOR, EXECUTOR OR PERSONAL REPRESENTATIVE] Name: Position (if other than Optionee): EX-4 4 EXHIBIT 4.4 FORM OF STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS KINARK CORPORATION STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS THIS STOCK OPTION AGREEMENT (this "Agreement") is entered into as of the 1st day of July, ______, by and between Kinark Corporation, a Delaware corporation (the "Company"), and _________________ (the "Optionee"). W I T N E S S E T H: WHEREAS, on April 1, 1996, the Board of Directors of the Company adopted a stock option plan known as the "Kinark Corporation 1996 Stock Option Plan" (the "Plan"), and recommended that the Plan be approved by the Company's stockholders; and WHEREAS, on June 5, 1996, the stockholders of the Company approved the Plan; and WHEREAS, the Plan provides for automatic annual grants of stock options to Non-Employee Directors of the Company and Optionee is a Non-Employee Director; and WHEREAS, the Company and the Optionee desire to enter into this Stock Option Agreement in accordance with the Plan. NOW, THEREFORE, as an incentive to continue as a director of the Company and to encourage stock ownership, and also in consideration of the mutual covenants contained herein, the Company and the Optionee hereby agree as follows: 1. Incorporation of Plan. The option which is the subject of this Agreement is granted pursuant to the provisions of the Plan and the terms and definitions of the Plan are incorporated herein by reference and made a part hereof. Capitalized terms not defined herein shall have the meanings ascribed to them in the Plan. A copy of the Plan has been delivered to, and receipt is hereby acknowledged by, the Optionee. Notwithstanding anything in this Agreement to the contrary, to the extent the terms of this Agreement conflict with or otherwise attempt to exceed the authority set forth under the terms of the Plan, the Plan shall govern and control in all respects. 2. Grant of Option. Subject to the terms, restrictions, limitations and conditions stated herein and under the Plan, the Company hereby evidences its grant to the Optionee, not in lieu of salary or other compensation, of the right and option (the "Option") to purchase all or any part of Five Thousand (5,000) shares of the Company's Common Stock, par value $.10 per share (the "Stock"). This Option is granted under the Plan as of July 1, ______ (the "Date of Grant"). The Option shall vest and be exercisable as to all of the Stock subject to this Option on January 1, _____, six months from the Date of Grant. The Option shall expire and shall no longer be exercisable as of July 1, _____, ten years from the Date of Grant, or on such earlier date as determined pursuant to Section 8 hereof. The Option is not an Incentive Stock Option and is not intended to comply with Section 422 of the Internal Revenue Code of 1986, as amended. 3. Purchase Price. The price per share to be paid by the Optionee for the shares of Stock subject to this Option (the "Exercise Price") shall be $_____________, which price is the Fair Market Value of a share of Stock as of the Date of Grant. 4. Exercise Terms. The Optionee must exercise the Option for at least the lesser of 100 shares of Stock or the number of shares of vested Stock as to which the Option remains unexercised. In the event this Option is not exercised with respect to all or any part of the shares of Stock subject to this Option prior to its expiration, the shares of Stock with respect to which this Option was not exercised shall no longer be subject to this Option. 5. Restrictions on Transferability. No Option shall be transferable by an Optionee other than by will or the laws of descent and distribution or pursuant to a Qualified Domestic Relations Order. During the lifetime of the Optionee, the Option shall be exercisable only by the Optionee (or by such Optionee's guardian or legal representative, should one be appointed). 6. Notice of Exercise of Option. This Option may be exercised by the Optionee, or by the Optionee's administrators, executors or personal representatives, by a written notice (in substantially the form of the Notice of Exercise attached hereto as Schedule A) signed by the Optionee, or by such administrators, executors or personal representatives, and delivered or mailed to the Company as specified in Section 10(c) hereof to the attention of the President or such other officer as the Company may designate. Any such notice shall (a) specify the number of shares of Stock which the Optionee or the Optionee's administrators, executors or personal representatives, as the case may be, then elects to purchase hereunder, (b) contain such information as may be reasonably required pursuant to Section 9 hereof, and (c) be accompanied by (i) a certified or cashier's check payable to the Company in payment of the total Exercise Price applicable to such shares as provided herein, (ii) shares of Stock owned by the Optionee and duly endorsed or accompanied by stock transfer powers having a Fair Market Value equal to the total Exercise Price applicable to the shares of Stock purchased hereunder, or (iii) a certified or cashier's check accompanied by the number of shares of Stock whose Fair Market Value when added to the amount of the check equals the total Exercise Price applicable to such shares of Stock purchased hereunder. Upon receipt of any such notice and accompanying payment, and subject to the terms hereof, the Company agrees to issue to the Optionee or the Optionee's administrators, executors or personal representatives, as the case may be, stock certificates for the number of shares of Stock specified in such notice registered in the name of the person exercising this Option. 7. Adjustment in Option. The number of shares of Stock subject to this Option, the Exercise Price and other terms and conditions of the Option are subject to adjustment during the term of this Option in accordance with the Plan. 8. Termination. (a) In the event the Optionee ceases to be a Director by reason of his or her death or Disability, the Optionee or the Optionee's administrators, executors or personal representatives may exercise the Option on the earlier of (i) the last day of the one-year period following the Optionee's death or the beginning of the Optionee's Disability or (ii) the expiration of the Option. (b) In the event Optionee ceases to be a Director for any reason other than his or her death or Disability, the Optionee may exercise his or her Option on the earlier of (i) the last day of the two-year period following the date the Optionee ceases to be a Director or (ii) the expiration of the Option. 9. Compliance with Regulatory Matters. Optionee acknowledges that the issuance of capital stock of the Company is subject to limitations imposed by federal and state law and the Optionee hereby agrees that the Company shall not be obligated to issue any shares of Stock upon exercise of this Option that would cause the Company to violate any law or any rule, regulation, order or consent decree of any regulatory authority (including without limitation the Securities and Exchange Commission) having jurisdiction over the affairs of the Company. The Optionee agrees that he or she will provide the Company with such information as is reasonably requested by the Company or its counsel to determine whether the issuance of Stock complies with the provisions of federal and state law described by this Section 9. 10. Miscellaneous. (a) This Agreement shall be binding upon the parties hereto and their representatives, successors and assigns. (b) This Agreement shall be governed by the laws of the State of Delaware, without regard to conflicts of laws principles. (c) Any notice, request, document or other communication required or permitted to be given hereunder shall be deemed given, and any elections or exercises to be made or accomplished shall be deemed made or accomplished, upon actual delivery thereof to the designated recipient, or three (3) days after deposit thereof in the United States mail, registered, return receipt requested and postage prepaid, addressed, if to the Optionee, at the address set forth below his or her signature and, if to the Company, to its executive offices at 7060 South Yale Avenue, Suite 603, Tulsa, Oklahoma 74136. (d) This Agreement may not be modified or amended except in a writing executed by each of the parties hereto. (e) This Agreement, together with the Plan, contains the entire understanding of the parties hereto and supersedes any prior understanding and/or written or oral agreement between them respecting the subject matter hereof. (f) The parties hereto agree that the provisions of this Agreement are severable and the invalidity or unenforceability of any provision in whole or in part shall not effect the validity or enforceability of any enforceable part of such provision or any other provisions hereof. (g) The section headings herein are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement. (h) No waiver of any breach or default hereunder shall be considered valid unless in writing, and no such waiver shall be deemed a waiver of any subsequent breach or default of the same or similar nature. (i) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf and the Optionee has executed this Agreement, all as of the day and year first above written. KINARK CORPORATION Attest: By: Title: Secretary OPTIONEE Name: Address: SCHEDULE A NOTICE OF EXERCISE The undersigned hereby notifies Kinark Corporation (the "Company") of this election to exercise the undersigned's stock option to purchase shares of the Company's common stock, par value $.10 per share (the "Common Stock"), pursuant to the Stock Option Agreement (the "Agreement") between the undersigned and the Company dated . Accompanying this Notice is (1) a check in the amount of $ payable to the Company, and/or (2) _______________ shares of the Company's Common Stock presently owned by the undersigned and duly endorsed or accompanied by stock transfer powers, having an aggregate Fair Market Value (as defined in the Kinark Corporation 1996 Stock Option Plan) as of the date hereof of $_____________, such amounts being equal, in the aggregate, to the purchase price per share set forth in Section 3 of the Agreement multiplied by the number of shares being purchased hereby (in each instance subject to appropriate adjustment pursuant to Section 7 of the Agreement). IN WITNESS WHEREOF, the undersigned has set his hand and seal, this day of . OPTIONEE [OR OPTIONEE'S ADMINISTRATOR, EXECUTOR OR PERSONAL REPRESENTATIVE] Name: Position (if other than Optionee): EX-5 5 EXHIBIT 5.1 LAW OFFICES NELSON MULLINS RILEY & SCARBOROUGH, L.L.P. A REGISTERED LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS 400 COLONY SQUARE, SUITE 2200 1201 PEACHTREE STREET, N.E. ATLANTA, GEORGIA 30361 TELEPHONE (404) 817-6000 TELECOPIER (404) 817-6050 OTHER OFFICES: Charleston, South Carolina Charlotte, North Carolina Columbia, South Carolina Florence, South Carolina Greenville, South Carolina Myrtle Beach, South Carolina November 1, 1996 Kinark Corporation 7060 South Yale Avenue Tulsa, Oklahoma 74136 Ladies and Gentlemen: We have acted as counsel to Kinark Corporation, a Delaware corporation (the "Company"), in connection with (i) the filing of a Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), covering the offering of up to 800,000 shares (the "Shares") of the Company's common stock, $.10 par value per share, which may be issued by the Company upon the exercise of stock options and stock appreciation rights under its 1996 Stock Option Plan and (ii) the preparation of a prospectus under Section 10(a) under the Securities Act (the "Prospectus") which forms a part of the Registration Statement. In connection therewith, we have examined such corporate records, certificates of public officials and other documents and records as we have considered necessary or proper for the purpose of this opinion. This opinion is limited by and is in accordance with the January 1, 1992, edition of the Interpretive Standards applicable to Legal Opinions to Third Parties in Corporate Transactions adopted by the Legal Opinion Committee of the Corporate and Banking Law Section of the State Bar of Georgia. Based on the foregoing, and having regard to legal considerations which we deem relevant, we are of the opinion that the Shares, when issued and delivered in accordance with the terms of the Prospectus forming a part of the Registration Statement, will be legally issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, Nelson Mullins Riley & Scarborough, L.L.P. /s/ Nelson Mullins Riley & Scarborough, L.L.P. EX-15 6 EXHIBIT 15.1 October 18, 1996 Kinark Corporation 7060 South Yale Tulsa, Oklahoma We have made a review, in accordance with standards established by the American Institute of Certified Public Accountants, of the unaudited interim financial information of Kinark Corporation and subsidiaries for the periods ended March 31, 1996 and 1995 and June 30, 1996 and 1995, as indicated in our reports dated May 10, 1996 and August 9, 1996, respectively, which both include an explanatory paragraph discussing the Company's adoption of Statements of Financial Accounting Standards No. 121 and 123; because we did not perform an audit, we expressed no opinion on that information. We are aware that our reports referred to above, which were included in your Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, as amended, and June 30, 1996 are being used in this Registration Statement. We are also aware that the aforementioned reports, pursuant to Rule 436(c) under the Securities Act of 1933, are not considered a part of the Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act. /s/ Deloitte & Touche LLP Deloitte & Touche LLP EX-23 7 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Kinark Corporation on Form S-8 of our reports dated February 27, 1996, except as to the second paragraph of the Long-Term Debt footnote for which the date is April 1, 1996 (which expresses an unqualified opinion and includes explanatory paragraphs relating to the adoption of Statement of Financial Accounting Standards No. 109, and the acquisition of Rogers Galvanizing Company and the related private placement financing that occurred subsequent to December 31, 1995), appearing in the Annual Report on Form 10-K of Kinark Corporation for the year ended December 31, 1995, as amended. /s/ Deloitte & Touche LLP Tulsa, Oklahoma October 18, 1996 -----END PRIVACY-ENHANCED MESSAGE-----