-----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, QgnUiFqwEQPx3jZk83dOMwOKaIXM8r24cRgUwsOWtzaGCc51XUoLc/cSjCuswieJ JX2zpxnfq0kc/sXX0oJTMQ== 0000944209-97-000498.txt : 19970421 0000944209-97-000498.hdr.sgml : 19970421 ACCESSION NUMBER: 0000944209-97-000498 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19970418 EFFECTIVENESS DATE: 19970418 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYNBIOTICS CORP CENTRAL INDEX KEY: 0000719483 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 953737816 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-25411 FILM NUMBER: 97583347 BUSINESS ADDRESS: STREET 1: 11011 VIA FRONTERA CITY: SAN DIEGO STATE: CA ZIP: 92127 BUSINESS PHONE: 6194513771 S-8 1 1996 STOCK OPTION PLAN AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 18, 1997 REGISTRATION NO. 333-_____ ================================================================================ U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SYNBIOTICS CORPORATION (NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) CALIFORNIA 95-3737816 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 11011 VIA FRONTERA SAN DIEGO, CALIFORNIA 92127 (Address of principal executive offices) (Zip Code) SYNBIOTICS CORPORATION 1996 STOCK OPTION PLAN (Full title of the plan) KENNETH M. COHEN PRESIDENT AND CHIEF EXECUTIVE OFFICER SYNBIOTICS CORPORATION 11011 VIA FRONTERA, SAN DIEGO, CALIFORNIA 92127 (Name and address of agent for service) (619) 451-3771 (Telephone number, including area code, of agent for service) Copies to: HAYDEN J. TRUBITT, ESQ. BROBECK, PHLEGER & HARRISON 550 West C Street, Suite 1300 San Diego, California 92101 ---------- This Registration Statement shall become effective immediately upon filing with the Securities and Exchange Commission, and sales of the registered securities will begin as soon as reasonably practicable after such effective date. ---------- CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------------ TITLE OF SECURITIES TO BE AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF REGISTERED REGISTERED OFFERING PRICE PER SHARE AGGREGATE OFFERING PRICE REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------------------------ Common Stock (under 1995 Stock Option Plan) 250,000/1/ $3.50/2/ $875,000 $265.15
(1) This Registration Statement shall also cover any additional shares of Common Stock which become issuable under the 1995 Stock Option Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the Company's outstanding shares of Common Stock. (2) Calculated solely for the purposes of this offering under Rule 457(h) of the Securities Act of 1933, as amended, on the basis of the last sale reported per share of Common Stock of Synbiotics Corporation on April 15, 1997 as reported on the Nasdaq National Market. ================================================================================ PART II ------- INFORMATION REQUIRED IN THE REGISTRATION STATEMENT -------------------------------------------------- ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE --------------------------------------- Synbiotics Corporation (the "Company") hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the "Commission"): (a) the Company's latest Annual Report, filed on Form 10-KSB for the year ended December 31, 1996; and (b) the description of the Company's Common Stock in the Company's Registration Statement on Form S-4, Registration No. 222-10343. All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. A copy of any of the above documents will be furnished to each participant in the 1996 Stock Option Plan, without charge, upon written or oral request to the Corporate Secretary, Synbiotics Corporation, 11011 Via Frontera, San Diego, California 92127, or upon telephoning the Company at (619) 451-3771. ITEM 4. DESCRIPTION OF SECURITIES ------------------------- Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL -------------------------------------- Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS ----------------------------------------- (a) Section 317 of the California General Corporation Law provides for the indemnification of officers and directors of the Company against expenses, judgments, fines and amounts paid in settlement under certain conditions and subject to certain limitations. (b) Article VIII, Section 4 of the Bylaws of the Company provides that the Company shall have the power to indemnify any person who is or was a director, officer, employee or agent of the Company or any person who is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, subject to certain limitations. The rights to indemnity thereunder continue as to a person who has ceased to be director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of the person. In addition, II-1 expenses incurred by a director, officer, employee or agent in defending a civil or criminal action, suit or proceeding by reason of the fact that he or she is or was a director, officer, employee or agent of the Company (or was serving at the Company's request as a director, officer, employee or agent of another corporation) may be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Company. (c) Article Seventh of the Company's Restated Articles of Incorporation provides that liability of the directors of the Company for monetary damages shall be eliminated to the fullest extent permissible under California law. Article Eighth of the Company's Articles of Incorporation further provides that the Company is authorized to indemnify agents (as defined in Section 317 of the California General Corporation Law) in excess of the indemnification otherwise permitted by Section 317, subject to the limits set forth in Section 204 of the California General Corporation Law. (d) Pursuant to authorization provided under the Articles of Incorporation, the Company has entered into indemnification agreements with its directors and officers. Generally, the indemnification agreements attempt to provide the maximum protection permitted by California law as it may be amended from time to time. Moreover, the indemnification agreements provide for certain additional indemnification. The indemnification agreements provide for the Company to advance to the individual any and all reasonable expenses (including legal fees and expenses) incurred in investigating or defending an action, suit or proceeding. In order to receive an advance of expenses, the individual must undertake to repay such advance upon a determination that he or she is not entitled to indemnification. The Company's Bylaws contain a provision of similar effect relating to advancement of expenses to a director or officer, subject to an undertaking to repay if it is ultimately determined that indemnification is unavailable. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED ----------------------------------- Not applicable. ITEM 8. EXHIBITS --------
Exhibit No. Exhibit - ----------- ------- 5.1 Opinion and consent of Brobeck, Phleger & Harrison. 23.1 Consent of Brobeck, Phleger & Harrison is contained in Exhibit 5 to this Registration Statement on Form S-8. 23.2 Consent of Price Waterhouse LLP, independent accountants. 24.1 Power of Attorney, reference is made to page II-3 of this Registration Statement on Form S-8. 99.1 1996 Stock Option Plan. 99.2 Form of Notice of Grant of Stock Option.
II-2 ITEM 9. UNDERTAKINGS ------------ 1. The undersigned Registrant hereby undertakes: (a) To file, during any period in which it offers or sells securities, a post-effective amendment to this Registration Statement to include any additional or changed material information on the plan of distribution; (b) That, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be treated as a new Registration Statement of the securities offered therein, and the offering of such securities at that time shall be treated as the initial bona fide offering thereof; and (c) To remove from registration by means of a post-effective amendment any of the securities that remain unsold at the end of the offering. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8, and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on this 18th day of April, 1997. SYNBIOTICS CORPORATION By /s/ Kenneth M. Cohen ------------------------------------- Kenneth M. Cohen President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officers and directors of Synbiotics Corporation, a California corporation, do hereby constitute and appoint Kenneth M. Cohen and Michael K. Green, or either of them, as his 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 any Registration Statement related to this Registration Statement and filed pursuant to Rule 462 under the Securities Act of 1933, as amended, 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, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. II-3 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/ Kenneth M. Cohen Chief Executive Officer, President and Director April 18, 1997 - ------------------------- (Principal Executive Officer) Kenneth M. Cohen /s/ Michael K. Green Chief Financial Officer Vice President - Finance April 18, 1997 - ------------------------- (Principal Financial Officer) Michael K. Green /s/ Keith A. Butler Chief Accounting Officer and Corporate Controller April 18, 1997 - ------------------------- (Principal Accounting Officer) Keith A. Butler /s/ Patrick Owen Burns Director April 18, 1997 - ------------------------- Patrick Owen Burns /s/ James C. DeCesare Director April 18, 1997 - ------------------------- James C. DeCesare /s/ Brenda D. Gavin Director April 18, 1997 - ------------------------- Brenda D. Gavin /s/ M. Blake Ingle Director April 18, 1997 - ------------------------- M. Blake Ingle /s/ Donald E. Phillips Director April 18, 1997 - ------------------------- Donald E. Phillips
II-4 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. EXHIBITS TO FORM S-8 UNDER SECURITIES ACT OF 1933 SYNBIOTICS CORPORATION EXHIBIT INDEX
Exhibit No. Exhibit - ----------- ------- 5.1 Opinion and consent of Brobeck, Phleger & Harrison. 23.1 Consent of Brobeck, Phleger & Harrison is contained in Exhibit 5 to this Registration Statement on Form S-8. 23.2 Consent of Price Waterhouse LLP, independent accountants. 24.1 Power of Attorney, reference is made to page II-3 of this Registration Statement on Form S-8. 99.1 1996 Stock Option Plan. 99.2 Form of Notice of Grant of Stock Option.
EX-5.1 2 OPTION AND CONSENT OF BROBECK, PHLEGER & HARRISON EXHIBIT 5.1 ----------- OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON -------------------------------------------------- Synbiotics Corporation 11011 Via Frontera San Diego, CA 92127 Re: Synbiotics Corporation Registration Statement on Form S-8 for 250,000 --------------------------------------------------------------------- Shares of Common Stock ---------------------- Ladies and Gentlemen: In connection with your registration on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, of 250,000 shares of Common Stock of Synbiotics Corporation (the "Company") under the 1996 Stock Option Plan, we advise you that, in our opinion, if and when such shares have been issued and sold (and the consideration therefor received) pursuant to the provisions of the option agreements issued under the 1996 Stock Option Plan and in accordance with the Registration Statement, such shares will be duly-authorized, validly-issued, fully-paid and non-assessable share of the Company's Common Stock. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, BROBECK, PHLEGER & HARRISON San Diego, California April 18, 1997 -1- EX-23.2 3 CONSENT OF INDEPENDENT ACCOUNTANTS EXHIBIT 23.2 ------------ CONSENT OF INDEPENDENT ACCOUNTANTS ---------------------------------- We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 21, 1997 appearing on page 15 of Synbiotics Corporation's Annual Report on Form 10-KSB for the year ended December 31, 1996. PRICE WATERHOUSE LLP San Diego, California April 18, 1997 -1- EX-24.1 4 POWER OF ATTORNEY EXHIBIT 24.1 ------------ POWER OF ATTORNEY ----------------- Reference is made to page II-3 of this Registration Statement on Form S-8. -1- EX-99.1 5 1996 STOCK OPTION PLAN EXHIBIT 99.1 ------------ SYNBIOTICS CORPORATION 1996 STOCK OPTION PLAN ---------------------- ARTICLE ONE GENERAL PROVISIONS ------------------ I. GIST OF THE PLAN; ELIGIBILITY Under this 1996 Stock Option Plan (the "Plan"), the persons eligible to be granted non-qualified options to purchase shares of common stock of the Corporation are as follows: A. employees of the Corporation (or any Parent or Subsidiary), other than directors or officers of the Corporation, who render services which contribute to the management, growth and financial success of the Corporation (or any Parent or Subsidiary); B. directors or officers of the Corporation not previously employed by or serving as a director of the Corporation before the grant of the option and for whom the grant is an inducement essential to the individual's entering into a service relationship with the Corporation; and C. those consultants or other independent contractors, other than directors of the Corporation, who provide valuable services to the Corporation (or any Parent or Subsidiary). No one person participating in the Plan may receive options for more than 200,000 shares of Common Stock in the aggregate over the term of the Plan. II. ADMINISTRATION OF THE PLAN A. This Plan shall be administered by the Board (the "Plan Administrator"). B. The Plan Administrator shall have full power and authority (subject to the express provisions of the Plan) to establish such rules and regulations as it may deem appropriate for the proper administration of the Plan and to make such determinations under, and issue such interpretations of, the Plan and any outstanding option grants as it may deem necessary or advisable. Decisions of the Plan Administrator shall be final and binding on all parties who have an interest in the Plan or any outstanding option. III. STOCK SUBJECT TO THE PLAN A. The stock issuable under the Plan shall be shares of authorized but unissued common stock of the Corporation ("Common Stock"). The maximum number of shares of Common Stock which may be issued over the term of the Plan shall not exceed 250,000 shares. B. Shares of Common Stock subject to outstanding options shall be available for subsequent issuance under the Plan to the extent (i) the options expire or terminate for any reason prior to exercise in full or (ii) the options are cancelled in accordance with the cancellation- regrant provisions of Article Two. All shares issued under the Plan, whether or not those shares are subsequently -1- repurchased by the Corporation, shall reduce on a share-for-share basis the number of shares of Common Stock available for subsequent issuance under the Plan. In addition, should the exercise price of an option under the Plan be paid with shares of Common Stock or should shares of Common Stock otherwise issuable under the Plan be withheld by the Corporation in satisfaction of the withholding taxes incurred in connection with the exercise of an option under the Plan, then the number of shares of Common Stock available for issuance under the Plan shall be reduced by the gross number of shares for which the option is exercised, and not by the net number of shares of Common Stock issued to the holder of such option. C. Should any change be made to the Common Stock by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Common Stock as a class without the Corporation's receipt of consideration, appropriate adjustments shall be made to (i) the maximum number and/or class of securities issuable under the Plan, (ii) the number and/or class of securities for which any one person may be granted options over the term of the Plan, and (iii) the number and/or class of securities and the exercise price per share in effect under each outstanding option in order to prevent the dilution or enlargement of benefits thereunder. The adjustments determined by the Plan Administrator shall be final, binding and conclusive. IV. SHAREHOLDER RIGHTS The holder of an option ("Optionee") shall have no shareholder rights with respect to the shares subject to the option until such person shall have exercised the option, paid the exercise price and become a holder of record of the purchased shares. ARTICLE TWO I. OPTION TERMS Each option shall be a non-qualified stock option and shall be evidenced by one or more documents in the form approved by the Plan Administrator; provided, -------- however, that each such document shall comply with the terms specified below. A. Exercise Price. -------------- 1. The exercise price per share shall be fixed by the Plan Administrator. 2. The exercise price shall become immediately due upon exercise of the option and shall, subject to the documents evidencing the option, be payable in one or more of the forms specified below: (i) cash or check made payable to the Corporation, (ii) shares of Common Stock held for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the exercise date, (iii) as may be permitted by Section I of Article Three, or -2- (iv) through a special sale and remittance procedure pursuant to which the Optionee shall concurrently provide irrevocable written instructions to (a) a Corporation-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate exercise price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (b) the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale transaction. Except to the extent such sale and remittance procedure is utilized, payment of the exercise price for the purchased shares must be made on the exercise date. B. Exercise and Term of Options. Each option shall be exercisable at ---------------------------- such time or times, during such period and for such number of shares as shall be determined by the Plan Administrator and set forth in the documents evidencing the option. C. Effect of Termination of Service. -------------------------------- The Plan Administrator shall have the discretion, exercisable either at the time an option is granted or at any time while the option remains outstanding, to: 1. extend the period of time for which the option is to remain exercisable following the Optionee's cessation of Service from the period otherwise in effect for that option to such greater period of time as the Plan Administrator shall deem appropriate, and/or 2. permit the option to be exercised, during any applicable post- Service exercise period, not only with respect to the number of vested shares of Common Stock for which such option is exercisable at the time of the Optionee's cessation of Service but also with respect to one or more additional installments in which the Optionee would have vested under the option had the Optionee continued in Service. D. Repurchase Rights. The Plan Administrator shall have the discretion ----------------- to grant options subject to the exercise condition that the Optionee enter into a contract giving the Corporation the right to repurchase the shares. The terms upon which such repurchase right shall be exercisable (including the period and procedure for exercise and the appropriate vesting schedule for the purchased shares) shall be established by the Plan Administrator and set forth in the document evidencing such repurchase right. II. ACCELERATION; CORPORATE TRANSACTION A. The Plan Administrator shall have the discretion, exercisable either at the time an option is granted under the Plan, or at any time while the option or stock remains outstanding, to provide for the acceleration of one or more outstanding options and the termination of repurchase rights on one or more outstanding shares upon the occurrence of such events as the Plan Administrator may determine, including upon a Corporate Transaction regardless or whether or not such options are to be assumed or replaced or the repurchase rights are to be assigned in the Corporate Transaction. -3- B. Notwithstanding Paragraph A, in the event of any Corporate Transaction, each outstanding option shall automatically accelerate so that each such option shall, immediately prior to the effective date of the Corporate Transaction, become fully exercisable for all of the shares of Common Stock at the time subject to such option and may be exercised for any or all of those shares as fully-vested shares of Common Stock. However, an outstanding option shall not so accelerate if and to the extent: (i) such option is, in connection with the Corporate Transaction, either to be assumed by the successor corporation (or parent thereof) or to be replaced with a comparable option to purchase shares of the capital stock of the successor corporation (or parent thereof), (ii) such option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the unvested option shares at the time of the Corporate Transaction and provides for subsequent payout in accordance with the same vesting schedule applicable to such option or (iii) the acceleration of such option is subject to other limitations imposed by the Plan Administrator at the time of the option grant. The determination of option comparability under clause (i) above shall be made by the Plan Administrator, and its determination shall be final, binding and conclusive. C. All outstanding repurchase rights shall also terminate automatically, and the shares of Common Stock subject to those terminated rights shall immediately vest in full, in the event of any Corporate Transaction, except to the extent: (i) those repurchase rights are to be assigned to the successor corporation (or parent thereof) in connection with such Corporate Transaction or (ii) such accelerated vesting is precluded by other limitations imposed by the Plan Administrator at the time the repurchase right is issued. D. Immediately following the consummation of the Corporate Transaction, all outstanding options shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof). E. Each option which is assumed in connection with a Corporate Transaction shall be appropriately adjusted, immediately after such Corporate Transaction, to apply to the number and class of securities which would have been issuable to the Optionee in consummation of such Corporate Transaction had the option been exercised immediately prior to such Corporate Transaction. Appropriate adjustments shall also be made to (i) the number and class of securities available for issuance under the Plan on both an aggregate and per Optionee basis following the consummation of such Corporate Transaction and (ii) the exercise price payable per share under each outstanding option, provided the -------- aggregate exercise price payable for such securities shall remain the same. F. Any options which are assumed or replaced in the Corporate Transaction and do not otherwise accelerate at that time, shall automatically accelerate (and any of the Corporation's outstanding repurchase rights which do not otherwise terminate at the time of the Corporate Transaction) shall automatically terminate and the shares of Common Stock subject to those terminated rights shall immediately vest in full in the event the Optionee's Service should subsequently terminate by reason of an Involuntary Termination within eighteen (18) months following the effective date of such Corporate Transaction. Any options so accelerated shall remain exercisable for fully-vested shares until the earlier of (i) the expiration of the option term or ------- (ii) the expiration of the one (1)-year period measured from the effective date of the Involuntary Termination. G. The grant of options under the Plan shall in no way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets. -4- III. CANCELLATION AND REGRANT OF OPTIONS The Plan Administrator shall have the authority to effect, at any time and from time to time, with the consent of the affected option holders, the cancellation of any or all outstanding options under the Plan and to grant in substitution new options covering the same or different number of shares of Common Stock but with a different exercise price per share. ARTICLE THREE MISCELLANEOUS ------------- I. FINANCING A. The Plan Administrator may permit any Optionee to pay the option exercise price by delivering a promissory note payable in one or more installments. The terms of any such promissory note (including the interest rate and the terms of repayment) shall be established by the Plan Administrator in its sole discretion. Promissory notes may be authorized with or without security or collateral. In all events, the maximum credit available to the Optionee may not exceed the sum of (i) the aggregate option exercise price plus (ii) any Federal, state and local income and employment tax liability incurred by the Optionee in connection with the option exercise. B. The Plan Administrator may, in its discretion, determine that one or more such promissory notes shall be subject to forgiveness by the Corporation in whole or in part upon such terms as the Plan Administrator may deem appropriate. II. TAX WITHHOLDING A. The Corporation's obligation to deliver shares of Common Stock upon the exercise of options under the Plan shall be subject to the satisfaction of all applicable Federal, state and local income and employment tax withholding requirements. B. The Plan Administrator may, in its discretion, provide any or all Optionees with the right to use shares of Common Stock in satisfaction of all or part of the federal, state and local income or employment taxes incurred by such holders in connection with the exercise of their options. Such right may be provided to any such holder in either or both of the following formats: 1. Stock Withholding: The election to have the Corporation ----------------- withhold, from the shares of Common Stock otherwise issuable upon the exercise of such option, a portion of those shares with an aggregate Fair Market Value equal to the percentage of such taxes (not to exceed one hundred percent (100%)) designated by the holder. 2. Stock Delivery: The election to deliver to the Corporation, at -------------- the time the option is exercised, one or more shares of Common Stock previously acquired by such holder (other than in connection with the option exercise triggering the taxes) with an aggregate Fair Market Value equal to the percentage of such taxes (not to exceed one hundred percent (100%)) designated by the holder. III. EFFECTIVE DATE AND TERM OF THE PLAN A. The Plan shall become effective on the date the Plan is adopted by the Board, and options may be granted from and after the effective date. -5- B. The Plan shall terminate upon the earliest of (i) April 27, 2006, (ii) -------- the date on which all shares available for issuance under the Plan shall have been issued pursuant to the exercise of the options or (iii) the termination of all outstanding options in connection with a Corporate Transaction. Upon such Plan termination, all options outstanding on such date shall thereafter continue to have force and effect in accordance with the provisions of the documents evidencing such options. IV. AMENDMENT OF THE PLAN The Board shall have complete and exclusive power and authority to amend or modify the Plan in any or all respects. However, no such amendment or modification shall adversely affect the rights and obligations with respect to options at the time outstanding under the Plan unless the Optionee consents to such amendment or modification. V. USE OF PROCEEDS Any cash proceeds received by the Corporation from the sale of shares of Common Stock under the Plan shall be used for general corporate purposes. VI. REGULATORY APPROVALS A. The implementation of the Plan, the granting of any option under the Plan and the issuance of any shares of Common Stock upon the exercise of any option shall be subject to the Corporation's procurement of all approvals and permits required by regulatory authorities having jurisdiction over the Plan, the options granted under it and the shares of Common Stock issued pursuant to it. B. No shares of Common Stock or other assets shall be issued or delivered under the Plan unless and until there shall have been compliance with all applicable requirements of Federal and state securities laws, including the filing and effectiveness of the Form S-8 registration statement for the shares of Common Stock issuable under the Plan, and all applicable listing requirements of any stock exchange (or the Nasdaq National Market, if applicable) on which Common Stock is then listed for trading. VII. NO EMPLOYMENT/SERVICE RIGHTS Nothing in the Plan shall confer upon the Optionee any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Corporation (or any Parent or Subsidiary employing or retaining such person) or of the Optionee, which rights are hereby expressly reserved by each, to terminate such person's Service at any time for any reason, with or without cause. VIII. DEFINITIONS Capitalized terms not otherwise defined in this Plan shall have the meanings assigned to such terms in the attached Appendix. -6- APPENDIX -------- The following definitions shall be in effect under the Plan: A. BOARD shall mean the Corporation's Board of Directors. ----- B. CORPORATE TRANSACTION shall mean any of the following shareholder- --------------------- approved transactions to which the Corporation is a party: 1. a merger or consolidation in which the Corporation is not the surviving entity, except for a transaction the principal purpose of which is to change the State of the Corporation's incorporation, 2. the sale, transfer or other disposition of all or substantially all of the assets of the Corporation in liquidation or dissolution of the Corporation, or 3. any reverse merger in which the Corporation is the surviving entity but in which securities possessing more than fifty percent (50%) of the total combined voting power of the Corporation's outstanding securities are transferred to holders different from those who held such securities immediately prior to such merger. C. CORPORATION shall mean Synbiotics Corporation, a California ----------- corporation. D. FAIR MARKET VALUE per share of Common Stock on any relevant date shall ----------------- be determined in accordance with the following provisions: 1. If the Common Stock is at the time traded on the Nasdaq National Market, then the Fair Market Value shall be the closing selling price per share of Common Stock on the date in question, as such price is reported by the National Association of Securities Dealers on the Nasdaq National Market or any successor system. If there is no closing selling price for the Common Stock on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists. 2. If the Common Stock is at the time listed on any stock exchange, then the Fair Market Value shall be the closing selling price per share of Common Stock on the date in question on the stock exchange determined by the Plan Administrator to be the primary market for the Common Stock, as such price is officially quoted in the composite tape of transactions on such exchange. If there is no closing selling price for the Common Stock on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists. E. INVOLUNTARY TERMINATION shall mean the termination of the Service of ----------------------- any individual which occurs by reason of: 1. such individual's involuntary dismissal or discharge by the Corporation for reasons other than Misconduct, or A-1 2. such individual's voluntary resignation following (A) a change in his or her position with the Corporation which materially reduces his or her level of responsibility, (B) a reduction in his or her level of compensation (including base salary, fringe benefits and any non-discretionary and objective-standard incentive payment or bonus award) by more than fifteen percent (15%) or (C) a relocation of such individual's place of employment by more than fifty (50) miles, provided and only if such change, reduction or relocation is effected by the Corporation without the individual's consent. F. MISCONDUCT shall mean the commission of any act of fraud, embezzlement ---------- or dishonesty by the Optionee, any unauthorized use or disclosure by such person of confidential information or trade secrets of the Corporation (or any Parent or Subsidiary), or any other intentional misconduct by such person adversely affecting the business or affairs of the Corporation (or any Parent or Subsidiary) in a material manner. The foregoing definition shall not be deemed to be inclusive of all the acts or omissions which the Corporation (or any Parent or Subsidiary) may consider as grounds for the dismissal or discharge of any Optionee or other person in the Service of the Corporation (or any Parent or Subsidiary). G. PARENT shall mean any corporation (other than the Corporation) in an ------ unbroken chain of corporations ending with the Corporation, provided each corporation in the unbroken chain (other than the Corporation) owns, at the time of the determination, stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. H. SERVICE shall mean the provision of services to the Corporation or any ------- Parent or Subsidiary by an individual in the capacity of an employee, a non-employee member of the Board or a consultant or independent contractor. I. SUBSIDIARY shall mean each corporation (other than the Corporation) in ---------- an unbroken chain of corporations beginning with the Corporation, provided each such corporation (other than the last corporation) in the unbroken chain owns, at the time of the determination, stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A-2 EX-99.2 6 NOTICE OF GRANT OF STOCK OPTION EXHIBIT 99.2 ------------ SYNBIOTICS CORPORATION NOTICE OF GRANT OF STOCK OPTION ------------------------------- Notice is hereby given of the following non-qualified stock option grant (the "Option") to purchase shares of the Common Stock of Synbiotics Corporation (the "Corporation") in accordance with the Corporation's 1996 Stock Option Plan (the "Plan"): Optionee: - -------- ------------------------------------------------------------ Grant Date: - ---------- ------------------------------------------------------ Option Price: $ per share - ------------ ---------- Number of Option Shares: shares - ----------------------- ----------- Vesting Commencement Date: - ------------------------- ---------------------------------------- Expiration Date: - --------------- ----------------------------------------------------- Exercise Schedule: - ----------------- This Option may be exercised, at any time before it terminates or expires, for all or any portion of the vested Option Shares. The Option Shares shall vest in a series of successive equal quarterly installments over sixteen (16) quarters of Service completed by the Optionee commencing with the Vesting Commencement Date. Other Special Provisions: - ------------------------ None. Optionee agrees to be bound by the terms and conditions of the Option as set forth in the Stock Option Agreement attached hereto as Exhibit "A". Optionee also understands that the Option is granted subject to and in accordance with the express terms and conditions of the Plan, a copy of which is attached hereto as Exhibit "B", and agrees to be bound by the terms and conditions of the Plan. Optionee hereby acknowledges receipt of a copy of the official Plan prospectus. -1- NO EMPLOYMENT OR SERVICE CONTRACT. Nothing in the Stock Option Agreement or the - --------------------------------- Plan shall confer upon the Optionee the right to continue in the Service of the Corporation for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Corporation or the Optionee, which rights are hereby expressly reserved by each, to terminate Optionee's Service at any time for any reason whatsoever, with or without cause. SYNBIOTICS CORPORATION By: ------------------------------------- Title: ---------------------------------- ---------------------------------------- OPTIONEE Address: ---------------------------------------- ---------------------------------------- Dated: _________________, 199__ -2- EXHIBIT A SYNBIOTICS CORPORATION STOCK OPTION AGREEMENT ---------------------- A. Synbiotics Corporation (the "Corporation") has adopted the 1996 Stock Option Plan (the "Plan") for the purpose of attracting and retaining the services of selected persons who contribute to the financial success of the Corporation or its Parents or Subsidiaries. B. Optionee is an individual who is to render valuable services to the Corporation or its Parents or Subsidiaries, and this Agreement is executed pursuant to, and is intended to carry out the purposes of, the Plan in connection with the Corporation's grant of a stock option to Optionee. NOW, THEREFORE, it is hereby agreed as follows: 1. GRANT OF OPTION. Subject to and upon the terms and conditions set forth in --------------- this Agreement, the Corporation hereby grants to Optionee, as of the grant date (the "Grant Date") specified in the accompanying Notice of Grant of Stock Option (the "Notice of Grant"), a non-qualified stock option to purchase up to that number of shares of the Corporation's Common Stock (the "Option Shares") as is specified in the Notice of Grant. The Option Shares shall be purchasable from time to time during the option term at the option price per share (the "Option Price") specified in the Notice of Grant. 2. OPTION TERM. This option shall have a maximum term of ten (10) years ----------- measured from the Grant Date and shall accordingly expire at the close of business on the expiration date (the "Expiration Date") specified in the Notice of Grant, unless sooner terminated in accordance with Paragraph 4 of this Agreement. 3. EXERCISABILITY. This option shall become exercisable for the Option Shares -------------- in one or more installments as specified in the Notice of Grant. As the option becomes exercisable for the Option Shares in one or more such installments, those installments shall accumulate and the option shall remain exercisable for the accumulated installments until the Expiration Date or the sooner termination of the option term under Paragraph 4 of this Agreement. 4. TERMINATION OF SERVICE. The option term specified in Paragraph 2 shall ---------------------- terminate (and this option shall cease to be exercisable) prior to the Expiration Date should one of the following provisions become applicable: A. Except that this option shall immediately terminate at the time of Optionee's termination for cause and except to the extent otherwise provided in subparagraphs (B) through (C) below, should Optionee cease to remain in the Service of the Corporation at any time during the option term, then this option shall not remain exercisable for more than a thirty (30)-day period commencing with the date of such cessation of Service. Upon the expiration of such thirty (30)-day period, this option shall terminate and cease to be outstanding. B. Should Optionee die while in Service or within the thirty (30)-day period following his or her cessation of Service, then the personal representative of the Optionee's estate or the person or persons to whom this option is transferred pursuant to the Optionee's will or in accordance with the law of descent and distribution shall have the right to exercise this option. Such right shall A-1 lapse, and this option shall terminate and cease to remain exercisable, upon the expiration of the twelve (12)-month period measured from the date of Optionee's death. C. Should Optionee become permanently disabled (as defined in Internal Revenue Code Section 22(e)(3)) and cease by reason thereof to remain in Service at any time during the option term, then this option shall not remain exercisable for more than a twelve (12) month period commencing with the date of such cessation of Service. Upon the expiration of such limited period of exercisability, this option shall terminate and cease to be outstanding. D. Should a Corporate Transaction be consummated and this option not be assumed by the successor corporation (or parent thereof), this option shall immediately terminate and cease to be exercisable. E. Notwithstanding subparagraphs (A) through (C) above, in no event shall this option be exercisable at any time after the Expiration Date or, if earlier, the time specified in subparagraph (D). F. During the limited post-Service period of exercisability determined in accordance with subparagraphs (A) through (C) above, this option may not be exercised for more than the number of Option Shares (if any) for which this option is, at the time of the Optionee's cessation of Service, exercisable. 5. ADJUSTMENT IN OPTION SHARES. In the event any change is made to the Common --------------------------- Stock issuable under the Plan by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares, or other change affecting the outstanding Common Stock as a class without the Corporation's receipt of consideration, then appropriate adjustments shall be made to (i) the total number of Option Shares subject to this option, (ii) the number of Option Shares for which this option is to be exercisable from and after each installment date specified in the Notice of Grant, and (iii) the Option Price payable per share in order to reflect such change and thereby preclude a dilution or enlargement of benefits hereunder. 6. MANNER OF EXERCISING OPTION. --------------------------- A. In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or in the case of exercise after Optionee's death, the Optionee's executor, administrator, heir or legatee, as the case may be) must take the following actions: (i) Execute and deliver to the Secretary of the Corporation (a) a written notice of exercise (the "Exercise Notice"), in substantially the form of Exhibit I attached hereto, in which --------- there is specified the number of Option Shares for which the option is exercised. (ii) Pay the aggregate Option Price for the purchased shares in one or more of the alternative forms specified in Article Two, Section I.A.2 of the Plan. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than the Optionee) have the right to exercise this option. (iv) Make appropriate arrangements with the Corporation (or the Parent or Subsidiary employing or retaining Optionee) for the satisfaction of any Federal, State or local income tax withholding requirements and Federal social security employee tax requirements applicable to the exercise of this option. A-2 B. As soon after the Exercise Date as practical, the Corporation shall mail or deliver to or on behalf of the Optionee (or to any other person or persons exercising this option) a certificate or certificates representing the purchased shares. C. In no event may this option be exercised for any fractional shares. 7. COMPLIANCE WITH LAWS AND REGULATIONS. ------------------------------------ A. The exercise of this option and the issuance of the Option Shares upon such exercise shall be subject to compliance by the Corporation and the Optionee with all applicable requirements of law relating thereto and with all applicable regulations of any stock exchange or national market system on which shares of the Option Shares may be listed at the time of such exercise and issuance. B. In connection with the exercise of this option, Optionee shall execute and deliver to the Corporation such representations in writing as may be requested by the Corporation in order for it to comply with the applicable requirements of federal and state securities laws. 8. SUCCESSORS AND ASSIGNS. The provisions of this Agreement shall inure to ---------------------- the benefit of, and be binding upon, the successors, administrators, heirs, legal representatives and assigns of Optionee and the successors and assigns of the Corporation. Notwithstanding the foregoing, the Corporation need not honor any transfer of this option unless there is delivered to the Corporation a duly executed written instrument of transfer in form satisfactory to the Corporation. 9. LIABILITY OF CORPORATION. The inability of the Corporation to obtain ------------------------ approval from any regulatory body having authority deemed by the Corporation to be necessary to the lawful issuance and sale of any Common Stock pursuant to this option shall relieve the Corporation of any liability with respect to the non-issuance or sale of the Option Shares as to which such approval shall not have been obtained. The Corporation, however, shall use its best efforts to obtain all such approvals. 10. NOTICES. Any notice required to be given or delivered to the Corporation ------- under the terms of this Agreement shall be in writing and addressed to the Corporation in care of the Corporate Secretary at the Corporation's principal corporate offices. Any notice required to be given or delivered to Optionee shall be in writing and addressed to Optionee at the address indicated below Optionee's signature line on the Notice of Grant. Either party may change its address for notice by giving written notice of such change. All notices shall be deemed to have been given or delivered upon personal delivery or upon deposit in the U.S. mail, postage prepaid and properly addressed to the party to be notified. 11. CONSTRUCTION. This Agreement and the option evidenced hereby are made and ------------ granted pursuant to the Plan and are in all respects limited by and subject to the express terms and provisions of the Plan. All decisions of the Plan Administrator with respect to any question or issue arising under the Plan or this Agreement shall be conclusive and binding on all persons having an interest in this option. Capitalized terms not otherwise defined in this Agreement shall have the meanings assigned to such terms in the Plan, unless the context clearly requires otherwise. 12. GOVERNING LAW. The interpretation, performance, and enforcement of this ------------- Agreement shall be governed by the laws of the State of California without resort to that State's conflict-of-laws rules. A-3 13. NO EMPLOYMENT OR SERVICE CONTRACT. Nothing in this Agreement or in the --------------------------------- Plan shall confer upon the Optionee any right to continue in the Service of the Corporation (or any Parent or Subsidiary employing or retaining Optionee) for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Corporation (or any Parent or Subsidiary employing or retaining Optionee) or the Optionee, which rights are hereby expressly reserved by each, to terminate the Optionee's Service at any time for any reason whatsoever, with or without cause. A-4 EXHIBIT I --------- NOTICE OF EXERCISE OF STOCK OPTION ---------------------------------- I hereby notify Synbiotics Corporation (the "Corporation") that I elect to purchase _________ shares of the Corporation's Common Stock (the "Purchased Shares") pursuant to that certain option (the "Option") granted to me under the Corporation's 1996 Stock Option Plan (the "Plan") on ________________, 199_ to purchase up to __________ shares of such Common Stock at an option price of $_________ per share (the "Option Price"). Concurrently with the delivery of this Exercise Notice to the Secretary of the Corporation, I shall pay to the Corporation the Option Price for the Purchased Shares in accordance with the provisions of my agreement with the Corporation evidencing the Option and shall deliver whatever additional documents may be required by such agreement as a condition for exercise. - ----------------- -------------------------------------------- Date Optionee Address: -------------------------------------------- -------------------------------------------- Print name in exact manner it is to appear on the stock certificate: -------------------------------------------- -------------------------------------------- Address to which certificate is to be sent, if different from address above: -------------------------------------------- -------------------------------------------- Social Security Number: ---------------------------------- A-I-1 EXHIBIT B --------- Reference is made to Exhibit 99.1 of this Registration Statement on Form S-8. 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