-----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, WInqFAUc/kH84HHmyHlbw9W+ENrcgrhgP8pp29xiFKdGBUK7rKb9ccPLd4ayaf4l 7TBv6zzvRj6U7EHkrA2T8Q== 0000733337-97-000039.txt : 19970526 0000733337-97-000039.hdr.sgml : 19970526 ACCESSION NUMBER: 0000733337-97-000039 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970523 EFFECTIVENESS DATE: 19970523 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIOPHARMACEUTICS INC CENTRAL INDEX KEY: 0000733337 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 133186327 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-27747 FILM NUMBER: 97613774 BUSINESS ADDRESS: STREET 1: 990 STATION RD CITY: BELLPORT STATE: NY ZIP: 11713 BUSINESS PHONE: 5162865800 MAIL ADDRESS: STREET 1: 990 STATION ROAD CITY: BELLPORT STATE: NY ZIP: 11713 FORMER COMPANY: FORMER CONFORMED NAME: INTEGRATED GENERICS INC /NV/ DATE OF NAME CHANGE: 19880824 FORMER COMPANY: FORMER CONFORMED NAME: PATIENT MEDICAL SYSTEMS CORP DATE OF NAME CHANGE: 19880615 S-8 1 REGISTRATION STATEMENT UNDER SEC ACT OF 1933 Registration No. As filed with the Securities and Exchange Commission on May 21, 1997 SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 BIOPHARMACEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 13-3186327 (State or other (I.R.S. Employer jurisdiction of Identification Number) incorporation or organization) 990 Station Road Bellport, NY 11713 (516) 286-5900 (Address, including zip code, and telephone number, including are code, or registrant's principal executive offices) 1997 BIOPHARMACEUTICS, INC. NON-QUALIFIED STOCK COMPENSATION PLAN (Full title of plan) Edward Fine President Biopharmaceutics, Inc. 990 Station Road Bellport, NY 11713 (Name and address, including zip code, and telephone number, including area code, of agent for service) Copies to: Alfred V. Greco, P.C. 666 Fifth Avenue (14th Floor) New York, NY 10103 (212) 246-6550
CALCULATION OF REGISTRATION FEE ======================== ====================== ====================== ====================== ====================== Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of Securities to be Registered(1) Offering Price Per Aggregate Offering Registration Fee Registered Share(1) Price(1) ======================== ====================== ====================== ====================== ====================== Common Stock, par value $.001 per share(2) 720,000 $0.60 $432,000 $148,97 ======================== ====================== ====================== ====================== ====================== (1) Estimated solely for the purpose of calculating the registration fee. (2) The shares registered pursuant to this Registration Statement are available for grant as of the date of this Registration Statement under the Company's 1997 Non-Qualified Stock Option Plan and available for issuance pursuant to certain stock option agreements the forms of which are attached as exhibits to this Registration Statement. (3) Pursuant to General Instruction E, the registration fee paid in connection herewith is based on the maximum aggregate price at which securities covered by this registration statement are Proposed to be offered.
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS ITEM 1: Plan Information. The information required by Part I is included in documents to be sent or given to the participants. ITEM 2: Registration Information and Employee Plan Annual Information. Upon written or oral request, Biopharmaceutics, Inc., a Delaware corporation (the "Registrant") will provide, without charge, a copy of all documents incorporated by reference in Item 3 of Part II of this Registration Statement, which are incorporated by reference in the Section 10(a) Prospectus, and all other documents required to be delivered to employees pursuant to Rule 428(b) promulgated under the Securities Act of 1933, as amended (the "Securities Act"). All requests should be made to Biopharmaceutics, Inc., att: Edward Fine, President, 990 Station Road, Bellport, NY 11713, tel no. (516) 286-5800. PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3: Incorporation of Documents by Reference. The following documents, which are on file with the Securities and Exchange Commission (the "Commission"), are incorporated in this Registration Statement by reference: (a) Quarterly Report on Form 10-Q for the Quarterly Period Ended March 31, 1997. (b) Annual Report on Form 10-K for the Fiscal Year Ended September 30, 1996. (c) Quarterly Report on Form 10-Q for the Quarterly Period Ended December 31, 1996. (d) Quarterly Report on Form 10-Q for the Quarterly Period Ended June 30, 1996. (e) Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 1996. (f) The description of the Common Stock which is contained in the registration statements filed under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), including any amendment or report filed for the purpose of updating such description. All documents filed by the Registrant pursuant to Section 13(a), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all shares offered hereby have been sold or which deregisters all shares then remaining unsold, shall be deemed to be incorporated in this Registration Statement by reference and to be a part hereof from the date of filing of such documents. ITEM 4: Description of Securities. N/A ITEM 5: Interests of Named Experts and Counsel. N/A ITEM 6. Indemnification of Directors and Officers. The Registrant's Certificate of Incorporation generally provide for the maximum indemnification of a corporation's officers and directors as permitted by law in the State of Delaware. Delaware law empowers a corporation to indemnify any person who was or is a party or who is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except in the case of an action by or in the right of the corporation, by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or other enterprise. Depending on the character of the proceeding, a corporation may indemnify against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding if the person indemnified 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, and with respect to any criminal action or proceedings, had no reasonable cause to believe his or her conduct was unlawful. A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgement in its favor by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or other enterprise, against expenses, including amounts paid in settlement and attorney's fees actually and reasonably incurred by him or her in connection with the defense or settlement of the action or suit if he or she acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to above, or in defense of any claim, issue or matter therein, he or she must be indemnified by the corporation against expenses, including attorney's fees, actually and reasonably incurred by him in connection with the defense. Any indemnification under this section, unless ordered by a court or advanced pursuant to this section, must be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made: (a) by the stockholders; (b) by the board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding; (c) if a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion; or (d) if a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion. The certificate of incorporation, the bylaws or an agreement made by the corporation may provide that the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance o the final disposition of the action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the corporation. The provisions of this section do not affect any rights to advancement of expenses to which corporate personnel other than directors or officers may be entitled under any contract or otherwise by law. The indemnification and advancement of expenses authorized in or ordered by a court pursuant to this section: (a) does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in his or her official capacity or an action in another capacity while holding his or her office, except that indemnification, unless ordered by a court pursuant to this section or for the advancement of any director or officer if a final adjudication establishes that his or her acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action; and (b) continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person. ITEM 8: Exhibits. 4.1 1997 Non-Qualified Stock Option Plan. 4.2 Form of Stock Option Agreement between the Registrant and grantee. 5.1 Opinion of Alfred V. Greco, P.C. 23.1 Consent of Alfred V. Greco, P.C. (consent included in Exhibit 5.1). 23.2 Consent of Farber, Blicht & Eyerman ITEM 9: Undertakings. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a) (3) of the Securities Act; (ii) To reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the Registration Statement; (iii) To include any additional or changed material information on the plan of distribution; provided, however, that paragraphs (1)(i) and (1(ii) above do not apply if the Registration Statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is incorporated by reference from periodic reports filed by the Registrant under the Exchange Act. (2) That, for determining liability under the Securities Act, to treat each such post-effective amendment as a new registration statement of the securities offered, and the offering of such securities at that time to be the initial bona fide offering. (3) To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the end of the offering. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officers or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 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 New York, New York, on this day of May 16,1997. BIOPHARMACEUTICS, INC. By: /s/ Edward Fine Edward Fine Principal Executive Officer 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 Capacity in Which Signed Date /s/ Edward Fine Edward Fine Chairman of the Board, May 16, 1997 Chief Executive Officer and Director (Principal Executive Officer) /s/ William Kugler William Kugler Vice President, May 16, 1997 Chief Financial Officer (Chief Financial Officer and Principal Accounting Officer) /s/ Russell Cleveland Russell Cleveland Director May 16, 1997 /s/ Jonathan Rosen Jonathan Rosen Director May 16, 1997 /s/ Barry Weissberg Barry Weissberg Director May 16, 1997 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward Fine and William Kugler as his true and lawful attorney-in-fact and agent, 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) and supplements to this Registration Statement, and to file the same with the Securities and Exchange Commission, granting until said attorneys-in-fact and agent, 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 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 any of them or their 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 Capacity in Which Signed Date /s/ Edward Fine Edward Fine Chairman of the Board, May 16, 1997 Chief Executive Officer and Director (Principal Executive Officer) /s/ William Kugler William Kugler Vice President, May 16, 1997 Chief Financial Officer (Chief Financial Officer and Principal Accounting Officer) /s/ Russell Cleveland Russell Cleveland Director May 16, 1997 /s/ Jonathan Rosen Jonathan Rosen Director May 16, 1997 /s/ Barry Weisberg Barry Weissberg Director May 16, 1997 EXHIBIT INDEX Sequentially Document Description of Document Numbered Page 4.1 1997 Non-Qualified Stock Option Plan 10 4.2 Form of Stock Option Agreement between Registrant and Grantee 13 5.1 Opinion of Alfred V. Greco, P.C. 15 23.1 Consent of Alfred V. Greco, P.C. 15 (contained in opinion) 23.2 Consent of Farber, Blicht & Eyerman 16 Exhibit 4.1 BIOPHARMACEUTICS, INC. 1997 NON-QUALIFIED STOCK OPTION PLAN 1 . Purpose. The purpose of the Biopharmaceutics, Inc. 1997 Non-Qualified Stock Option Plan (the "Plan"), is to attract and/or retain and to provide an incentive to, certain independent contractors and consultants of Biopharmaceutics, Inc. (the "Company"), a Delaware corporation, in connection with providing services to the Company and to continue to contribute to its success. As used in the Plan, the term "Code" shall mean the Internal Revenue Code of 1986, as amended, and any successor statute, and the terms "Parent" and "Subsidiary" shall have the meanings set forth in Code Sections 424(e) and (f). This Plan was adopted by the Board of Directors as of March 12,1997. 2. Administration. The Plan shall be administered by a Plan Committee which shall be established by the Board of Directors of the Company (the "Board"). Members of the Plan Committee shall be appointed, both initially and as vacancies occur, by the Board. The Board, at any time it so desires, may increase or decrease, but not below two, the number of members of the Plan Committee, may remove from membership on the Plan Committee all or any portion of its members, and may appoint such person or persons as it desires to fill any vacancy existing on the Plan Committee, whether by removal, resignation or otherwise. The provisions of the Plan and all option agreements executed pursuant thereto, and its decisions shall be conclusive and binding upon all interested persons. Subject to the provisions of the Plan Committee shall have the sole authority to determine: (a) The persons (hereinafter, "optionees") to whom options to purchase shares of Common Stock of the Company ("Stock") shall be granted; (b) The number of options to be granted to each optionee; (c) The price to be paid for each share of Stock upon the exercise of each option; (d) The period within which each option shall be exercised and, with the consent of the optionee, any extensions of such period (provided however, that the original period and all extensions shall not exceed the maximum period under the Plan). (e) The terms and conditions of each stock option agreement entered into between the Company and persons to whom the Company has granted options and of any amendments thereto (provided that the optionee consents to each such amendment). The Plan Committee shall meet at such times and places as it determines, including by means of a telephone conference call. A majority of the members shall constitute a quorum, and a decision of a majority of those present at any meeting at which a quorum is present shall constitute the decision of the Plan Committee. A memorandum signed by all of the members of the Plan Committee shall constitute the decision of the Plan Committee without the necessity, in such event, for holding an actual meeting. 3. Eligibility. Independent contractors, consultants and other persons providing significant services to the Company shall be eligible to receive grants of options under the Plan, provided however, that no person shall be eligible to receive grants of options under the Plan at any time when such grantee is subject to the provisions of Section 16 of the Securities Exchange Act of 1934, as amended. 4. Stock Subject to Plan. There shall be reserved for issue, upon the exercise of options to purchase shares under the Plan, a total of 720,000 shares of Stock or the number of shares of Stock, which, in accordance with the provisions of Section 8 hereof, shall be substituted therefor. Such shares may be treasury shares. If an option granted under the Plan shall expire or terminate for any reason without having been exercised in full, unpurchased shares subject thereto shall again be available. 5. Terms of Options. Nonqualified stock options may be granted under the Plan to consultants, independent contractors and other persons who provide substantial services to The Company. Each nonqualified stock option granted under the plan shall be evidenced by a stock option agreement between the person to whom such option is granted and the Company. Such stock option agreement shall provide that the option is subject to the following terms and conditions and to such other terms and conditions not inconsistent therewith as the Plan Committee may deem appropriate in each case: (a) Option Price. The price to be paid for each share of Stock upon the exercise of an option shall be determined by the Plan Committee at the time the option is granted, but in no event at a price less than 20% of the fair market value for the Company's shares on the date the option is granted. As used in this Plan, the term "date the option is granted" means the date on which the Plan Committee authorized the grant of an option hereunder or any later date specified by the Plan Committee. (b) Period. The periods, during which an option to purchase shares may be exercised, shall be determined by the Plan Committee at the time the option is granted, but in no event shall such period exceed 5 years from the date this Plan is adopted. (c) Payment for Stock. The option exercise price for each share of Stock purchased hereunder shall be paid in full at the time of purchase. The Plan committee may provide that the purchase price be payable at the election of the optionee, with the consent of the Plan Committee, in whole or in part either in cash or by cancellation of all or part of any outstanding indebtedness of the Company to the optionee on the date on which the option is exercised. No share of Stock shall be issued until full payment therefor has been made, and no optionee shall have any rights as an owner of shares of Stock until the date of issuance to him of the stock certificate evidencing such Stock. 6. Non-Transferability of Option. The options granted pursuant to the Plan are non-transferable except by will or the laws of descent and distribution of the state or country of the optionee's domicile at time of death. 7. Termination of Relationship. Unless otherwise specified in the applicable option agreement upon termination of the optionee's other relationship with the Company, his rights to exercise options then held by him shall be only as follows (in no case do the time periods referred to below extend the terms specified in any option): 8. Adjustment of Shares. (a) In the event of changes in the outstanding Stock by reason of stock dividends, split-ups, consolidations, recapitalizations, reorganizations or like events (as determined by the Plan Committee), an appropriate adjustment shall be made by the Plan Committee in the number of shares reserved under the Plan, in the number of shares set forth in Section 4 hereof. The determination of the Plan committee as to what adjustments shall be made shall be conclusive. The Plan Committee shall give prompt notice to all grantees of any adjustment pursuant to this Section. (b) Termination of Options on Merger, Reorganization or Liquidation of the Company. Notwithstanding anything to the contrary in this Plan, in the event of any merger, consolidation or other reorganization of the Company in which the Company is not the surviving or continuing corporation (as determined by the Plan Committee) or in the event of the liquidation or dissolution of the Company, all options granted hereunder shall terminate on the effective date of the merger, consolidation, reorganization, liquidation or dissolution unless there is an agreement with respect thereto which expressly provides for the assumption of such options by the continuing or surviving corporation. 9. Securities Law Requirements. The Company's obligation to issue shares of its Stock upon grant is expressly conditioned upon the completion by the Company of any registration or other qualification of such shares under any state and/or federal law or rulings and regulations of any government regulatory body or the making of such investment representations or other representations and undertakings by the grantee (or his legal representative, heir or legatee, as the case may be) in order to comply with the requirements of any exemption from any such registration or other qualification of such shares which the Company in its sole discretion shall deem necessary or advisable. The Company may refuse to permit the sale or other disposition of any shares acquired pursuant to any such representation until it is satisfied that such sale or other disposition would not be in contravention of applicable state or federal securities law. 10. Tax Withholding. As a condition to the exercise of an option or otherwise, the Company may require an optionee to pay over the Company all applicable federal, state and local taxes which the Company is required to withhold with respect to the exercise of an option granted hereunder. At the discretion of the Plan Committee and upon the request of an optionee, the minimum statutory statutory withholding tax requirements may be satisfied by the withholding of shares of Stock otherwise issuable to the optionee upon the exercise of an option. 11. Amendment. The Board may amend the Plan at any time. 12. Effective Date. The Plan shall be effective upon the date of its adoption by the Board. 13. Termination. The Plan shall terminate automatically as of the close of business on the day preceding the fifth anniversary date of its effectiveness or earlier by resolution of the Board, or upon consummation of any merger, consolidation or other reorganization in which the options granted hereunder terminate, all as described in Section 9(b) hereof. 14. Stock Option Agreement. Each option granted under the Plan shall be evidenced by a written agreement executed by the Chief Executive Officer of the Corporation and accepted by the optionee, which (i) shall contain each of the provisions and agreements herein specifically required to be contained therein, (ii) may contain the agreement of the optionee to render services to the Corporation or any Subsidiary for a period of time to be determined by the Plan Committee, and (iii) may contain such other terms and conditions as the Plan Committee deems desirable and which are not inconsistent with the Plan. 15. No Right to Perform Services. Nothing in this Plan shall confer upon any optionee any right to continue to perform services for the Company, or shall interfere with or restrict in any way the rights of the Company to discharge or terminate any employee, independent contractor or consultant at any time for any reason whatsoever, with or without good cause. Executed and dated as of the date first written above at New York, New York. BIOPHARMACEUTICS, INC. By: /s/ Edward Fine Edward Fine Chief Executive Officer Exhibit 4.2 BIOPHARMACEUTICS, INC. a Delaware corporation NON-QUALIFIED STOCK OPTION AGREEMENT Name of Optionee Date Option Granted Address No. __________ This Agreement ("Agreement") is made as of the date set forth above between Biopharmaceutics, Inc., a Delaware corporation (hereinafter the "Company"), and the optionee named above (hereinafter "Optionee"). The option granted by this Agreement is designated a "Non-Qualified Option" granted pursuant to the Biopharmaceutics, Inc., 1997 Non-Qualified Stock Option Plan dated March 12, 1997 (the "Plan"). 1. Grant of Option. Pursuant to and subject to the terms and conditions of the Agreement, the Company grants to the Optionee, a consultant to the Company, the right and option (the "Option") to purchase at $._____ per share on the terms and conditions hereinafter set forth all or any part of an aggregate of __________ shares (the "Shares") of the currently authorized and unissued Common Stock, par value $.001 per share. The Option shall be exercisable, in whole or in part, during the period commencing with the date on which it is granted and ending on December 31, 1997. Nothing contained herein shall be construed to limit or restrict the right of the Company or a parent or subsidiary corporation of the Company to terminate the Optionee's services for the Company. 2. Method of Exercise. The Option may be exercised pursuant thereto by written notice to the Company stating the number of shares with respect to which the option is being exercised, together with payment in full, or by written acknowledgment, duly executed by the Optionee, of cancellation of indebtedness for services rendered to the Company, of the purchase price for the number of Shares being purchased. Optionee hereby acknowledges that, as of the date of this Agreement, the aggregate exercise price for the Options reflects the full amount owing by the Company for services rendered or otherwise, and that these Options represent satisfaction in full of all amounts owing by the Company to Optionee. If requested by the Board of Directors, prior to the delivery of any Shares, the Optionee shall supply the Board of Directors with a representation that the Shares are not being acquired with a view to distribution and will be sold or otherwise disposed of only in accordance with applicable federal and state statutes, rules and regulations. As soon after the notice of exercise as the Company is reasonably able to comply, the Company shall, without payment of any transfer or issue tax by the Optionee, deliver to the Optionee or any such other person, at the main office of the Company or such other place as shall be mutually acceptable, a certificate or certificates for the Shares being purchased upon exercise of the Option. Notwithstanding the foregoing, the Company shall have the right to postpone the time of delivery of the Shares for such period as may be required for it with reasonable diligence to comply with any applicable listing requirements of any national securities exchange or any federal, state or local law. The Optionee may exercise the Option for less than the total number of Shares for which the option is then exercisable, provided that a partial exercise may not be for fewer than 100 Shares, unless the remaining shares exercisable under the Option is for less than 100 Shares. The Option may be exercisable for whole shares only. 3. Termination of Option. The Option shall terminate and expire immediately and in total upon the earlier of: (a) The expiration date of the Option as specified in Section 1 of this Agreement; or (b) The date of termination of the Option pursuant to Section 5 hereof. This Option shall survive and be exercisable notwithstanding that Optionee shall (i) terminate its relationship with the Company, (ii) cease to provide services to the Company or (iii) otherwise be subject to the provisions of Section 7(a)-(d) of the Plan, and shall terminate only as provided in Section 3(a) or (b) of this Agreement. 4. Adjustments. If there is any change in the capitalization of the Company affecting in any manner the number or kind of outstanding shares of Common Stock of the Company, whether by stock dividend, stock split, reclassification or recapitalization of such stock, or because the Company has merged or consolidated with one or more other corporations (and provided the Option does not thereby terminate pursuant to Section 5 hereof), then the number and kind of shares then subject to the Option and the price to be paid therefor shall be appropriately adjusted by the Board of Directors; provided, however, that in no event shall any such adjustment result in the Company's being required to sell or issue any fractional shares. Any such adjustment shall be made without change in the aggregate purchase price applicable to the unexercised portion of the Option, but with an appropriate adjustment to the price of each Share or other unit of security covered by this Option. 5. Cessation of Corporate Existence. Notwithstanding any other provision of this Option, upon the dissolution or liquidation of the Company, the reorganization, merger or consolidation of the Company with one or more corporations as a result of which the Company is not the surviving corporation, or the sale of substantially all the assets of the Company or of more than 50% of the then outstanding stock of the Company to another corporation or other entity, the Option granted hereunder shall terminate; provided, however, that: (i) each Option for which no option has been tendered by the surviving corporation in accordance with all of the terms of provision (ii) immediately below shall, within five days before the effective date of such dissolution or liquidation, merger or consolidation or sale of assets in which the Company is not the surviving corporation or sale of stock, become fully exercisable; or (iii) in its sole and absolute discretion, the surviving corporation may, but shall not be so obligated to, tender to any Optionee, an option to purchase shares of the surviving corporation, and such new option or options shall contain such terms and provisions as shall be required substantially to preserve the rights and benefits of this Option. 6. Non-Transferability. The Option is not assignable or transferable by the Optionee, either voluntarily or by operation of law, otherwise than by will or by the laws of descent and distribution, and is exercisable, during the Optionee's lifetime, only by the Optionee. Upon any attempted transfer of this Option contrary to the provisions hereof, the Board of Directors may, at its discretion, terminate this option. 7. No Stockholder Rights. The Optionee or other person entitled to exercise this option shall have no rights or privileges as a stockholder with respect to any Shares subject hereto until the Optionee or such person has become the holder of record of such Shares, and no adjustment (except such adjustment as may be effected pursuant to the provisions of Section 4 hereof) shall be made for dividends or distributions of rights in respect of such Shares if the record date is prior to the date on which the optionee or such person becomes the holder of record. 8. Method of Acceptance. This Agreement is addressed to the optionee in duplicate and shall not be effective until the Optionee has executed the acceptance below and returned one copy to the Company, thereby acknowledging that he has read and agreed to all the terms and conditions of this Agreement. Executed by the Company as of this _____ date of _______________, 1997. BIOPHARMACEUTICS, INC. a Delaware corporation By: _______________________ ACCEPTED: ("Optionee") By: __________________________ __________________________ Date Exhibit 5.1 ALFRED V. GRECO,P.C. 23.1 A Professional Corporation 666 Fifth Avenue (14th Floor) New York, N.Y. 10108 Alfred V. Greco Tel.212-246-6550 Attorney At Law Fax 212-582-0176 May 19, 1997 Securities and Exchange Commission 450 Fifth Street,N.W. Washington, D.C. 20549 Re: Biopharmaceutics, Inc. (the "Company") Form S-8 Registration Statement Gentlemen: The undersigned is required to render an opinion concerning the filing of a Form s-8 Registration statement registering 720,000 shares pursuant to the Company's 1997 Non-Qualified Stock Option Plan (the "Plan"). In this connection the undersigned has among other things, reviewed the Plan,the Form S-8 Registration Statement, Prospectus, Form of Option, the minutes and by-laws of the corporation, corporate records and other filings with the Securities and Exchange Commission, consulted with the principals of the Company and engaged in such other research and review as deemed applicable and pertinent hereto. Based upon the results of such inguiry and knowledge and information gleaned from the various documentation, the undersigned is of the opinion that the 720,000 shares which are the subject of the registration statement,have been properly and duly reserved for issuance pursuant to the Company's Plan and such shares, issuable upon exercise of options granted pursuant to the Plan by the Company's Board of Directors, when issued upon receipt of payment therefor,will be validly issued, fully paid and nonassessable. The undersigned hereby consents to the use of its name and all references to this firm in the Form S-8 Registration Statement covering shares reserved under its 1997 Non-Qualified Stock Option Plan. Very truly yours, Alfred V. Greco, P.C. /s/ Alfred V. Greco Alfred V. Greco EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS To the Board of Directors of Biopharmaceutics, Inc. Bellport, New York We hereby consent to the inclusion of our report on the consolidated financial statements and schedules of Biopharmaceutics, Inc. for the year ended September 30, 1996 in the Form S-8 Registration Statement covering shares reserved under its 1997 Non-qualified Stock Option Plan. /s/ Farber, Blicht & Eyerman, LLP Plainview, New York May 20, 1997 -----END PRIVACY-ENHANCED MESSAGE-----