-----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, P+CZsRxJ5wyZHwAvOihkRHmS0NkbTQOW6GfP5gIJnNEgaE2oKCwJdUOLBlOLpnFQ abYdm97E86CzhbG8Megp2A== /in/edgar/work/0001000096-00-000755/0001000096-00-000755.txt : 20001026 0001000096-00-000755.hdr.sgml : 20001026 ACCESSION NUMBER: 0001000096-00-000755 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 17 FILED AS OF DATE: 20001025 FILER: COMPANY DATA: COMPANY CONFORMED NAME: POLLUTION RESEARCH & CONTROL CORP /CA/ CENTRAL INDEX KEY: 0000763950 STANDARD INDUSTRIAL CLASSIFICATION: [3823 ] IRS NUMBER: 952746949 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-48554 FILM NUMBER: 745471 BUSINESS ADDRESS: STREET 1: 506 PAULA AVE CITY: GLENDALE STATE: CA ZIP: 91201 BUSINESS PHONE: 8182477601 MAIL ADDRESS: STREET 1: 506 PAULA AVE CITY: GLENDALE STATE: CA ZIP: 91201 FORMER COMPANY: FORMER CONFORMED NAME: DASIBI ENVIRONMENTAL CORP DATE OF NAME CHANGE: 19900529 S-3 1 0001.txt FORM S-3 As filed with the Securities and Exchange Commission on October 25, 2000 Registration No. ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------- Pollution Research and Control Corp. ---------------------------------------------------- (Exact name of registrant as specified in its charter) California ------------------------------------------------------------ (State or other jurisdiction of incorporation or organization) 95-2746949 ---------------------------------- (I.R.S. Employer Identification No.) 506 Paula Avenue, Glendale, California 91201 (818) 247-7601 -------------------------------------------------------------------------- (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Albert E. Gosselin, Jr. 506 Paula Avenue, Glendale, California 91201 (818) 247-7601 ---------------------------------------------------------------------------- (Name, address, including zip code, and telephone number, including area code, of agent for service) Please send copies of all correspondence to: PATRICIA CUDD, ESQ. Cudd & Associates 1120 Lincoln Street, Suite #1507 Denver, Colorado 80203 Telephone: (303) 861-7273 Approximate date of commencement of proposed sale to the public: As soon as practicable after the Registration Statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] 1
CALCULATION OF REGISTRATION FEE - ----------------------------------------------------------------------------------------- Proposed Proposed Maximum Title of Each Maximum Aggregate Amount of Class of Securities Amount to Offering Price Offering Registration To be Registered Be Registered Per Share (1) Price (1) Fee - ----------------------------------------------------------------------------------------- Common Stock, no par value, 686,873 $1.94 $1,332,534 $266.51 underlying warrants (2) Common Stock, no par value 641,707 $1.94 $1,244,912 $248.98 Common Stock, no par value, 397,208 $1.94 $770,584 $154.12 underlying options (3) - ----------------------------------------------------------------------------------------- TOTAL 1,725,788 $1.94 $3,348,030 $669.61 - ----------------------------------------------------------------------------------------- (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457. Pursuant to Rule 457(c), based upon 641,707 shares of Common Stock being offered by Selling Shareholders, 686,873 shares of Common Stock underlying warrants, 397,208 shares of Common Stock underlying options and the average of the high and low sales prices of the Common Stock on the NASDAQ SmallCap Market System on October 13, 2000, of $1.94. (2) Represents the shares of Common Stock underlying warrants exercisable at exercise prices ranging from $.75 to $4.00 per share on or prior to the various expiration dates thereof commencing on February 25, 2002, through October 19, 2003. (3) Represents the shares of Common Stock underlying options exercisable at exercise prices ranging from $.75 to $4.40 per share on or prior to the various expiration dates thereof commencing on November 4, 2000, through June 24, 2003. - --------------------------- The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. DOCUMENTS INCORPORATED BY REFERENCE: Certain exhibits to this Registration Statement on Form S-3 as set forth in the Exhibit Index located at page E-1. 2
SUBJECT TO COMPLETION PROSPECTUS 1,725,788 Shares of Common Stock, no par value POLLUTION RESEARCH AND CONTROL CORP. -------------- This Prospectus relates to an aggregate of 1,725,788 shares of common stock, no par value per share (the "Common Stock"), of Pollution Research and Control Corp. (the "Company" or "PRCC"), including 1,084,081 shares of Common Stock underlying outstanding warrants (collectively, the "Warrants") and options (collectively, the "Options") that may be issued upon exercise by the holders of all of the Warrants and Options on or prior to the various expiration dates thereof commencing on November 4, 2000, through October 20, 2003, and 641,707 shares of Common Stock issued upon the exercise of warrants or options by the holders on various dates commencing on February 23 through March 31, 2000, the conversion on June 8, 1999, of certain shares of preferred stock or otherwise. The holders of Warrants and Options exercisable to purchase an aggregate of 1,084,081 shares of Common Stock, and the shareholders of 641,707 shares of Common Stock, being offered hereby are hereinafter collectively referred to as the "Selling Security Holders." Information regarding the Selling Security Holders is set forth in this Prospectus under "Selling Security Holders." The Warrants and the Options are exercisable to purchase a total of 686,873 shares, and 397,208 shares, of Common Stock, respectively. The Warrants are exercisable by the holders thereof at prices ranging from $.75 to $4.00 and the Options are exercisable by the holders thereof at prices in a range from $.75 to $4.40. The Warrants and the Options were issued by the Company on various dates commencing on June 1, 1996, through October 18, 2000. Information regarding the holders of the Warrants and Options and the circumstances under which they may exercise their respective Warrants or Options so as to acquire the underlying shares of Common Stock is set forth herein under "Description of Securities." The shareholders of 641,707 shares of Common Stock and the holders of Warrants and/or Options who exercise them so as to acquire the underlying shares of Common Stock (collectively, the "Selling Shareholders"), or pledgees, donees, transferees or other successors to the Selling Shareholders, may offer and sell the shares of Common Stock from time to time in each case in open market transactions, in private or negotiated transactions or in a combination of such methods of sale, at fixed prices, at prices then prevailing on the NASDAQ SmallCap Market System at the time of sale, at prices related to such prevailing market prices or at negotiated prices. To the extent required at the time of a particular offer of Common Stock by the Selling Shareholders, a supplement to this Prospectus will be distributed that will set forth the number of shares of Common Stock being offered and the terms of the offering, including the name or names of any underwriters, dealers, brokers or agents, the purchase price paid by any underwriter for shares of Common Stock purchased from the Selling Shareholders, any discounts, commissions and other items constituting compensation from the Selling Shareholders and any discounts, commissions or concessions allowed or re-allowed to dealers, including the proposed selling price to the public. The Selling Shareholders reserve the sole right to accept and, together with any agent of the Selling Shareholders, to reject in whole or in part any proposed purchase of the shares of Common Stock. The Selling Shareholders will pay any sales commissions or other seller's compensation applicable to such transactions. The Selling Shareholders and agents who execute orders on their behalf may be deemed to be underwriters as that term is defined in Section 2(11) of the Securities Act of 1933, as amended (the "Securities Act"), and a portion of any proceeds of sales and discounts, commissions or other seller's compensation may be deemed to be underwriting compensation for purposes of the 3 Securities Act. (See "Plan of Distribution.") This Prospectus also covers such additional shares of Common Stock as may be issuable to the Selling Shareholders in the event of a stock dividend, stock split, recapitalization or other similar change in the Common Stock. The Company will not receive any of the proceeds from the sale of the shares of Common Stock by the Selling Shareholders. Prior to such sale of Common Stock, however, the Company will have received up to a maximum of $2,253,308 ($.75 to $4.00 per share) in cash from the exercise of the Warrants and up to a maximum of $655,510 ($.75 to $4.40 per share) in cash from the exercise of the Options. If all of the Warrants and Options are exercised on or prior to their respective expiration dates on November 4, 2000, through October 20, 2003, the Company would receive gross proceeds aggregating $2,908,818 in cash. The Company has agreed to pay all costs of the registration of the shares of Common Stock underlying the Warrants and the Options and otherwise being offered by the Selling Shareholders. Such costs, fees and disbursements are estimated to be approximately $35,100. SEE "RISK FACTORS" FOR CERTAIN CONSIDERATIONS RELEVANT TO AN INVESTMENT IN THE SHARES OF COMMON STOCK. The Company's Common Stock is traded over-the-counter and is quoted on the NASDAQ National Market System under the symbol "PRCC." On October 13, 2000, the last sale price of the Common Stock on the NASDAQ National Market System was $2.00. -------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. -------------- The date of this Prospectus is October __, 2000. 4 TABLE OF CONTENTS Page ---- Available Information....................................................... 5 Incorporation of Certain Documents by Reference............................. 5 The Company................................................................. 6 The Offering................................................................ 7 Use of Proceeds............................................................. 8 Risk Factors................................................................ 8 Plan of Distribution........................................................ 14 Market Information.......................................................... 15 Selling Security Holders.................................................... 16 Description of Securities................................................... 22 Legal Matters............................................................... 26 Experts..................................................................... 26 AVAILABLE INFORMATION The Company is subject to the informational and reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance therewith, files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Such reports, proxy statements and other information filed with the Commission by the Company may be inspected and copied at the public reference facilities maintained by the Commission at its principal offices at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's regional offices located at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511, and 7 World Trade Center, Suite 1300, New York, New York 10048, and on the Commission's web site at www.sec.gov. Copies of these materials can also be obtained at prescribed rates from the Public Reference Section of the Commission at its principal offices in Washington, D.C., set forth above. Additional information with respect to this offering may be provided in the future by means of supplements or "stickers" to the Prospectus. The Company has filed a Registration Statement on Form S-3 (including all amendments and supplements thereto, the "Registration Statement") with the Commission under the Securities Act with respect to the shares of Common Stock underlying the Warrants and the Options and otherwise offered hereby. This Prospectus, which forms a part of the Registration Statement, does not contain all of the information set forth in the Registration Statement and the Exhibits filed therewith, certain parts of which have been omitted in accordance with the rules and regulations of the Commission. Statements contained herein concerning the provisions of such documents are not necessarily complete and, in each instance, reference is made to the Registration Statement or to the copy of such document filed as an Exhibit to the Registration Statement or otherwise filed with the Commission. Each such statement is qualified in its entirety by such reference. Copies of the Registration Statement and the Exhibits thereto can be obtained upon payment of a fee prescribed by the Commission or may be inspected free of charge at the public reference facilities and regional offices referred to above. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1999, and the Company's Quarterly Reports on Form 10-QSB for the quarters ended March 31 and June 30, 2000, which were previously filed with the 5 Commission (File No. 0-14266), are incorporated by reference in this Prospectus and the Registration Statement of which it is a part. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to the termination of the offering of the shares of Common Stock, shall be deemed to be incorporated by reference herein and to be part hereof from the respective dates of the filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus and the Registration Statement of which it is a part to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus or the Registration Statement of which it is a part. The Company will furnish without charge to each person, including any beneficial owner, to whom this Prospectus is delivered, upon the written or verbal request of such person, a copy of any or all of the documents incorporated herein by reference, other than exhibits to such documents. Requests should be addressed to: Secretary, Pollution Research and Control Corp., 506 Paula Avenue, Glendale, California 91201; telephone number (818) 247-7601. THE COMPANY The Company has been engaged in the business of, primarily, designing, manufacturing and marketing electronic analytical instruments used to detect and measure various types of air pollution, such as "acid rain," "ozone depletion" and "smog episodes" through its wholly-owned subsidiary, Dasibi Environmental Corp. ("Dasibi"), for the past approximately twenty-eight years. Although it is the smallest competitor in the marketplace, management believes that the Company has the most complete "in-house" line of instrumentation. The Company's products are generally used to measure air pollution levels in geographic areas that range in size from small industrial sites to entire states or countries. The Company also supplies computer-controlled calibration systems that verify the accuracy of its instruments, data loggers to collect and manage pollutant information and final reporting software for remote centralized applications. At the core of this instrumentation are three software systems, including a data logger system that permits the analysis of air samples at remote locations, a central station system that allows the compilation of data at a central site and a predictive pollutant monitoring model, which is currently under development and which management believes is useful for predicting future levels of pollutants across a geographic area. The Company's instruments have been sold to over 300 customers worldwide, including industrial manufacturers; Federal, state, city, local and foreign governmental agencies; major industrial companies; and educational and research institutions in over thirty countries. These customers use the Company's products principally for environmental protection compliance programs. Dasibi has an installed base of equipment in over thirty countries. Since 1993, the Company has experienced intense price competition in its core business of air pollutant monitoring systems that has reduced both sales and operating margins. In response to these factors, the Company acquired two companies outside its core business, each of which businesses has been discontinued. Since January 1998, the Company has explored additional markets outside the United States in which to sell its pollution monitoring and control devices, concentrating, primarily, on the People's Republic of China. On June 10, 1998, Dasibi was awarded, on a designated vendor basis, an approximate $5.2 million contract to install air pollution monitoring systems in eleven cities in the People's Republic of China. Essential completion of the contract and 6 shipment of the products by Dasibi during the five-month period ended November 30, 1999, implemented Phase I of the Nationwide Urban Air Quality Network conceived by China's State Environmental Protection Agency ("SEPA") to address air quality in the People's Republic of China through its ultimate goal of a nationwide network of air pollution monitoring stations in over 600 Chinese cities. On April 17, 2000, the Company finalized a contract for Phase II of SEPA's Nationwide Urban Air Quality Network involving an additional thirty-three cities in the People's Republic of China. The contract, valued at approximately $13.5 million, will also be performed by Dasibi. It is anticipated, without assurance, that shipments under the Phase II contract will commence in October 2000 and that all payments to Dasibi will be made by letter of credit drawn on China Construction Bank. Financing for Phase II is expected to be available from two of the banks that financed the successfully completed Phase I contract. Again, Dasibi is expected to assist the People's Republic of China in obtaining ten-year financing at a 3.9% interest rate from the U.S. Export-Import Bank, N.A. (the "Ex-Im Bank"). The Ex-Im Bank, in accordance with its customary practice, is expected to guarantee, and Imperial Bank is expected to provide, 100% of the financing. The 161% increase in the Company's revenue for the year ended December 31, 1999, is attributable to the Company's successful completion of the Phase I contract for the installation of air pollution monitoring systems in eleven Chinese cities. Management believes, but cannot assure, that the Company is well-positioned for substantial additional business in China, and that future awards and shipments to China may result in further employment opportunities for U.S. citizens. In this regard, the Company doubled its workforce in the performance of the Phase I contract and is again expected to double its workforce from forty-five to approximately one hundred employees during the performance of the Phase II contract finalized in April 2000. It is anticipated that its designated vendor status will give the Company a competitive advantage in the award of future contracts with the Chinese government. In addition to the proposed joint venture to manufacture Company products on-site in China, the Company is engaged in ongoing discussions with the eleven cities subject to the Phase I contract regarding the installation of monitoring stations in addition to those required by the Phase I contract. A wholly-owned subsidiary of the Company, formerly known as "Logan Medical Devices, Inc.," changed its name to "Aeron Systems, Inc.," and "Dasibi China, Inc.," on June 25, 1999, and March 17, 2000, respectively. Dasibi China, Inc., commenced start-up business in April 2000 after the discontinuance of its prior business activities in February 1998. (See "RISK FACTORS - 5. Losses on Discontinuance of Operations and Disposition of Nutek and LRL" below.) The Company's principal executive offices are located at 506 Paula Avenue, Glendale, California 91201, and its telephone number is (818) 247-7601. The Company's Common Stock is traded in the over-the-counter market and reported on the NASDAQ National Market System under the symbol "PRCC." THE OFFERING Shares of Common Stock Underlying Warrants..... 686,873 shares of Common Stock* Shares of Common Stock......................... 641,707 shares of Common Stock Shares of Common Stock Underlying Options...... 397,208 shares of Common Stock** 7 - ------------------ *Includes shares of Common Stock underlying warrants exercisable to purchase one share of Common Stock each at exercise prices ranging from $.75 to $4.00 per share on or prior to the various expiration dates thereof commencing on February 25, 2002, through October 20, 2003. **Includes shares of Common Stock underlying options exercisable at exercise prices in a range from $.75 to $4.40 per share on or prior to the various expiration dates thereof commencing on November 4, 2000, through June 24, 2003. USE OF PROCEEDS The Company will receive no proceeds from the sale of the shares of Common Stock underlying the Warrants or the Options, but will receive proceeds upon the exercise of the Warrants and/or the Options. If all of the outstanding Warrants are exercised at exercise prices in a range from $.75 to $4.00 per share of Common Stock, the proceeds to the Company will be approximately $2,253,308. If all of the outstanding Options are exercised at exercise prices in a range from $.75 to $4.40 per share of Common Stock, the proceeds to the Company will be approximately $655,510. The Company will use the proceeds from the exercise of the Warrants and/or the Options for working capital. RISK FACTORS Prospective investors should consider carefully, in addition to the other information contained in and incorporated into this Prospectus and the Registration Statement of which it is a part, the following factors before purchasing the shares of Common Stock offered hereby. 1. Dependence Upon Phase II Contract with SEPA and Future China Business. Since January 1998, the Company has focused its business primarily on the air pollution market of the People's Republic of China. The approximate $5.2 million in revenue realized by the Company from the successful completion of the contract for Phase I of SEPA's Nationwide Urban Air Quality Network awarded, on a designated vendor basis, to Dasibi on June 10, 1998, resulted in an approximate 161% increase in the Company's net revenue for the year ended December 31, 1999 ($7,314,975), as compared to net revenue for the year ended December 31, 1998 ($2,807,511). The approximate $13.5 million price of the Phase II contract finalized with SEPA on April 17, 2000, for the installation of air pollution monitoring systems in an additional thirty-three cities in the People's Republic of China, is approximately 2.6 times greater than the price of the Phase I contract. In addition, in May 2000, the Company's Board of Directors approved letters of intent with SEPA proposing the organization of a joint venture to manufacture the Company's products in the People's Republic of China. Further, the Company is conducting ongoing discussions with the eleven cities subject to the Phase I contract regarding the installation of monitoring stations in addition to those required by the Phase I contract. Management believes, but cannot assure, that the Company's designated vendor status will give it a competitive advantage in the award of future contracts with the Chinese government and that it is well-positioned for substantial additional business in China. However, failure to complete the Phase II contract to the satisfaction of SEPA or failure to achieve significant future business in China for any reason whatsoever would have a material adverse effect on the Company and its prospects. 2. Liquidity and Capital Resources. The Company has experienced cash shortages from time to time preventing it from paying its operating expenses on a timely basis and forcing management to raise funds from private and public equity and debt financing and bank loans. However, the Company's access to capital has been severely restricted since it has no access to bank lines of 8 credit presently and because of the low market value of the Company's Common Stock combined with its unstable operating performance. When capital has been obtained, it has been necessarily costly. Financing in the form of Federal- or state-guaranteed loans, which has generally been unavailable, involves extremely high management fees; non-guaranteed loans demand extremely high interest rates and related loan fees; and equity and debt placements require significant discounts and incentives. The Company's working capital declined from $1,346,211 at December 31, 1999, to $1,038,762 at June 30, 2000. During the year ended December 31, 1999, the Company raised an aggregate of $731,375 in capital from private placements resulting in the issuance of a total of 848,331 shares of Common Stock and the grant of warrants exercisable to purchase an aggregate of 438,331 shares of Common Stock. Also, during 1999, the Company borrowed a total of $1,100,000; $300,000 of which amount represents loans from three unaffiliated individuals at interest rates of 11% or 12% per annum whose maturation dates have been re-negotiated to June 24, 2001, and $575,000 of which is the balance of two convertible debt instruments ($225,000 of the $300,000 face amount of one of which has been converted to 119,108 shares of Common Stock at prices in a range from $1.20 to $2.25 per share), as follows: (i) 18%-$500,000 face amount debenture due December 31, 2000, convertible into shares of Common Stock at the lesser of $2.25 or 80% of the market price of the Common Stock on the date of conversion; (ii) 12%-$75,000 face amount convertible debenture due December 31, 2000, convertible into the Company's Common Stock at the lesser of $2.25 or 80% of the market price of the Common Stock on the conversion date. Management believes, but cannot assure, that these loans can be restructured if necessary. Net revenues decreased 56% from $2,292,976 for the quarter ended June 30, 1999, to $1,002,388 for the quarter ended June 30, 2000, and 51% from $2,941,897 for the six months ended June 30, 1999, to $1,430,760 for the six months ended June 30, 2000. For the six months ended June 30, 2000, the Company's "net cash used in operating activities" was $805,436, primarily, because of a net operating loss of $1,386,782 offset by the collection of accounts receivable. Cash increased by $113,970 (53%), from $214,206 as of December 31, 1999, to $328,176 as of June 30, 2000, as a result of an additional $404,406 in sales of Common Stock and net borrowings by the Company totaling $565,000. Of the sum of $565,000, $500,000 represents the face amount of a 12% convertible debenture due February 23, 2001, convertible into the Company's Common Stock at the lesser of $2.00 or 85% of the market price of the Common Stock on the conversion date. During the six months ended June 30, 2000, the Company issued 840,000 shares of Common Stock under the Company's employee stock plan; issued 100,000 shares of Common Stock and granted warrants exercisable to purchase 300,000 shares of Common Stock as an incentive to a finder; and granted warrants exercisable to purchase 100,000 shares of Common Stock at an exercise price of $5.00 per share to an investment banking firm and options exercisable to purchase an aggregate of 63,000 shares of Common Stock in connection with various loans. While the Company believes that cash flow from the contract for Phase II of SEPA's Nationwide Urban Air Quality Network anticipated to extend into 2001, together with additional funding from private sources for equity and/or debt financing, will be sufficient to permit the Company to continue in operation for the foreseeable future, there can be no assurance that such funding will be sufficient to satisfy the Company's cash requirements and, if additional financing is required, that it will be available on acceptable terms, if at all. 3. Depressive Effect of High Operating and Financing Costs upon Operational Performance. The contracts awarded to the Company for Phase I and Phase II of SEPA's Nationwide Urban Air Quality Network have required a departure from the self-sustaining, break-even level of operation demonstrated to sustain the Company's "base" core business of approximately $2,600,000 in revenue with a minimum total staff of approximately twenty-five. The Company doubled its staff to approximately forty-five employees and otherwise increased operating expenses in order to perform the Phase I contract. The Company is again increasing staffing (by again doubling its workforce from forty-five to approximately one hundred employees), training and other operating expenses in anticipation of the commencement in October 2000 of shipments under the Phase II contract, and in order to maintain a consistent quality control and manufacturing schedule. This 9 is necessary with respect to staffing, in particular, because the highly competitive market for technical personnel, as it has existed in the United States for the past approximately twenty-three months, prevents the Company from "ramping-up" in periods of peak activity and scaling down afterwards. Each of seven of the twelve months in 1999 and each month to date in 2000 has been characterized by high fixed expenses and resultant operating losses; which staggered monthly profit-loss performance is expected to continue for the foreseeable future until such time, if ever, as the Company realizes a steady flow of revenue from business in China. Accordingly, the Company can be expected to incur operating losses during the last two quarters of 2000 and in any quarter thereafter in which it fails to make product shipments to the People's Republic of China under the Phase II contract or otherwise. In addition to high fixed operating expenses, the high financing costs being experienced by the Company have the effect of further depressing its operational performance. 4. Decline in Net Revenues/Substantial Losses Prior to 1999. During each of the last four years commencing with the year ended December 31, 1996, with the exception of the Company's last year ended December 31, 1999, in which it realized net income of $1,125,637, the Company has recognized a net loss. During the 1996, 1997 and 1998 years, revenue decreased from approximately $8.8 million to less than $3 million as a result of the discontinued operations of two subsidiaries and significant competitive price pressure for the Company's instruments, thus forcing PRCC to lower its domestic and foreign bids, reducing the number of the Company's bid awards and reducing the profit margin on the bids awarded to the Company. The Company's gross profit also steadily decreased from 46% and 41% of net revenue in fiscal 1996 and 1997, respectively, to approximately 35% of net revenue in fiscal 1998. As a result, the Company suspended major new product development efforts and scaled back its efforts to improve or modify existing technologies in response to the competitive price pressures. The substantial improvement in the results of operations for 1999 is attributable to the Company's award and successful completion of the contract for Phase I of SEPA's Nationwide Urban Air Quality Network. Comparable, or possibly more favorable, operating results for 2000 and future years are expected to be substantially dependent upon the successful performance by the Company of the Phase II China contract and the generation of additional future business in China and/or other countries that do not have substantial air pollution monitoring systems. While the Company's net revenues increased approximately 161% to $7,314,975 during the year ended December 31, 1999, as compared to $2,807,511 for the year ended December 31, 1998, because of the product shipments under the Phase I contract, income from continuing operations increased to $1,125,637 from a loss of $(527,197) for 1998, because of the recognition of benefit from income taxes. The Company realized losses of $(646,941) and $(1,386,782) for the quarter and the six months, respectively, ended June 30, 2000, as compared to net operating income of $453,211 and $211,109 for the quarter and the six months, respectively, ended June 30, 1999, attributable, primarily, to increased staffing and training in connection with the Phase II contract with SEPA, the absence of shipments under the contract and ongoing competitive price pressures in the United States and Europe. There can be no assurance that the Company will successfully complete the contract for Phase II of SEPA's Nationwide Urban Air Quality Network awarded to it in April 2000; obtain other business in China and/or other countries; or be capable of sustaining its return to profitability. 5. Losses on Discontinuance of Operations and Disposition of Nutek and LRL. Nutek Corp. ("Nutek"), a wholly-owned subsidiary of the Company that filed for protection under Chapter 11 of the U.S. Bankruptcy Act in April 1998, ceased operations in July 1998 following a ruling that it was insolvent. The revenues generated by Nutek accounted for approximately 48% of the Company's consolidated net revenues for the fiscal year ended December 31, 1997. The assets of Nutek were auctioned in July 1998 to satisfy amounts owed to a secured lender. The Company realized losses from the discontinuance ($115,301) and the disposition ($1,072,986) of Nutek during the fiscal year ended December 31, 1998. Further, a default judgment in the amount of approximately $766,709, which was subsequently 10 reduced to $449,810, was entered against PRCC in an action by the secured lender in the U.S. District Court for the Northern District of Texas, Dallas Division, to recover the deficiency from the auction of Nutek's assets. The parties entered into that Compromise, Settlement and Release Agreement on August 12, 1999, pursuant to which the Company paid the secured lender $9,000 and an additional $450,000, together with interest at the rate of twelve per cent, on or before February 1, 2000. Additionally, the Company issued the secured lender 100,000 restricted shares of Common Stock that are covered by the Registration Statement of which this Prospectus forms a part and granted the lender a warrant exercisable to purchase 20,000 shares of Common Stock at an exercise price of $.75 per share during the three-year terminating on August 11, 2002. On May 17, 2000, the secured lender acknowledged full satisfaction of and released the judgment and the judgment lien(s). Effective February 28, 1998, Logan Medical Devices, Inc. ("LMD"), a wholly-owned subsidiary of the Company, returned all of the shares of common stock of Logan Research, Ltd. ("LRL"), a United Kingdom corporation engaged in the design, manufacture and marketing of medical instrumentation, owned by LMD and received in exchange all shares of LMD owned by LRL. In addition, the Company was released from liability on a promissory note payable to LRL in the principal amount of $300,000 that had accrued interest of $47,250. The Company had previously advanced funds in the amount of $160,000 to LRL that it is making no effort to recoup. The Company realized a gain in the amount of $154,575 on the disposition. The revenue generated by LRL accounted for 7% of the Company's consolidated net revenues for the 1997 fiscal year. 6. Governmental Approval. The Company is required to obtain approval by the U.S. Environmental Protection Agency of new air pollution monitoring instruments it produces before such instruments can be sold in the United States. Currently, all air pollution monitoring instruments that the Company sells in the United States have received EPA approval. If the EPA were to change its regulations or requirements, there could be no assurance that the Company's products would comply with such standards or that the Company would be able to comply with such modified requirements. With the exception of Germany, no foreign country requires governmental approval of air pollution monitoring instruments. There can be no assurance that additional regulations will not be adopted by other foreign governments. Failure to meet any future regulation could have a material adverse effect on the Company and render certain of the Company's products obsolete. 7. Dependence On Legislation and Regulation. The products developed and manufactured by the Company monitor air pollutants in accordance with standards established generally by Federal, state, local and foreign governmental agencies. Changes in legislation or regulations or a relaxation of standards determined by such agencies could adversely affect the market for the Company's products or render certain of the Company's products obsolete. 8. Competition. The Company is the smallest competitor in the ambient air pollution instrumentation market. There are other established firms in the same field, both in the United States and in foreign countries, which have substantially greater experience and financial and personnel resources than the Company. Therefore, the Company is subject to the effects of better-financed competitors and their research and development efforts and price competition. Although the Company is not aware of any other company that competes with it in all of its product lines, all of its competitors have resources substantially greater than those of the Company. There are also smaller companies that specialize in a limited number of the types of products manufactured by the Company. The Company's primary competitors in the domestic market are Thermo Instrument Systems, Inc. and Monitor Labs, Inc. In the foreign market, the Company's primary competitors are Thermo Instrument Systems, Monitor Labs, Environment S.A. of France and Horiba Instruments. All of the Company's competitors also offer a wider range of equipment, monitoring additional pollutants, than does PRCC. 11 9. Technological Obsolescence; Limited Research and Development. The Company's future success will depend on its ability to enhance its current products, reduce product costs and develop and introduce new products that keep pace with technological developments in response to evolving customer requirements and governmental regulations. Failure of the Company to anticipate or respond adequately to technological development or introduction could result in a loss of future revenue and impair the Company's competitiveness. The Company, since early 1994, has sharply limited its product development efforts. For the foreseeable future, management expects to limit research and development to software development and efforts to refine and improve its present products. 10. Risks of Foreign Sales. During the last three fiscal years, foreign sales have represented approximately 55% to 70% of the Company's total revenue and are expected to represent at least such amounts of the Company's future sales. Foreign sales are subject to numerous risks, including political and economic instability in foreign markets, restrictive trade policies of foreign governments, inconsistent product regulation by foreign agencies or governments, the imposition of product tariffs and other trade barriers and the burdens of complying with a wide variety of international and U.S. export laws and differing regulatory requirements. To the extent that foreign sales are transacted in a foreign currency, PRCC would be subject to the risk of losses due to foreign currency fluctuations and difficulties associated with accounts receivable collection. Because the Company is required to provide financing in connection with the contract for Phase II of SEPA's Nationwide Urban Air Quality Network, it bears the risk of realizing reduced margins from the Phase II contract if the financing is below market at closing. Further, PRCC may experience difficulties in managing or overseeing the technical and training operations required to be conducted in China. 11. Reliance on Certain Suppliers. While PRCC manufactures many components and subsystems used in its products, other components, including packaging materials, integrated circuits, microprocessors and minicomputers, are purchased on a non-contractual basis from unaffiliated suppliers. The Company is not dependent upon any one supplier for any raw material or component that it purchases, and the Company believes there are available alternative sources for such raw materials and components. The Company is currently dependent, however, on a limited number of vendors with respect to the availability and quality of certain key instrument components, such as printed circuit board designs and lamps. A vendor's inability to supply these components to PRCC in a timely fashion, or to the Company's satisfaction, would affect the Company's ability to deliver its instruments on time and could damage the Company's reputation. 12. Limited Marketing Capability and other Resources. The Company's success depends in large part upon its ability to identify and adequately penetrate the markets for its products. Most of the Company's competitors have much larger budgets for marketing, advertising and promotion. The Company has historically lacked the financial, personnel and other resources required in order to compete with its larger, better-financed competitors in marketing products. Through the year ended December 31, 1998, the Company's revenue had shrunk and the Company had reduced its staff to approximately twenty and operated without a bank line of credit. There can be no assurance that the Company's return to profitability, with the award in 1998, and the successful completion in 1999, of the Phase I China contract, can be sustained as a result of the award to the Company in April 2000 of the contract for Phase II of SEPA's Nationwide Urban Air Quality Network, the generation of other business in China and/or other foreign countries lacking substantial air pollution monitoring systems and/or otherwise. 13. Dependence on Key Personnel. The Company's success depends in part upon its ability to attract and/or retain highly skilled management, technical and marketing personnel. Loss of the services of Mr. Albert E. Gosselin, Jr., 12 President and Chairman of the Board of Directors of PRCC, could adversely affect the development of the Company's business and its ability to realize or sustain profitable operations. The Company does not maintain key-man life insurance on any of its personnel and has no present plans to obtain such insurance. 14. Limited Protection of Intellectual Property and Proprietary Rights. The Company regards all or portions of the designs and technologies incorporated into its products as proprietary and attempts to protect them with a combination of trademark and trade secret laws. It has generally been the Company's policy to proceed without patent protection. It may be possible for unauthorized third parties to copy certain portions of the Company's products or to "reverse engineer" or otherwise obtain and use to the Company's detriment information that the Company regards as proprietary. Moreover, the laws of some foreign countries do not afford the same protection to the Company's proprietary rights as do U.S. laws. There can be no assurance that any of the Company's efforts to protect its proprietary technology will be adequate or that the Company's competitors will not independently develop technologies that are substantially equivalent or superior to the Company's technologies. 15. Absence of Products Liability Insurance. The Company does not maintain products liability insurance. In the event that PRCC experiences a material liability as a result of a products liability claim, such a liability could have a material adverse effect on the Company. 16. No Dividends. The Company has never paid dividends on the shares of its Common Stock and does not intend to pay any dividends in the foreseeable future. 17. Possible Volatility of Stock Price. The trading price of the Company's Common Stock has from time to time fluctuated widely and in the future may be subject to similar fluctuations in response to quarter-to-quarter variations in the Company's operating results, announcements of technological innovations or new products by the Company or its competitors, general conditions in the air pollution monitoring industry in which the Company competes and other events or factors. In addition, in recent years broad stock market indices, in general, and the securities of technology companies, in particular, have experienced substantial price fluctuations. Such broad market fluctuations also may adversely affect the future trading price of the Common Stock. In addition, sales of substantial amounts of shares of Common Stock in the public market following this offering could adversely affect the future trading price of the Common Stock. (See "MARKET INFORMATION.") 18. Possible Dilutive Effect and Other Disadvantages of Outstanding Warrants, Options and Debentures. As of the date hereof, there are an aggregate of 1,725,831 shares of Common Stock reserved for issuance upon the exercise of outstanding options and warrants currently exercisable at prices in a range from $.75 to $6.51. Additionally, the outstanding debentures are convertible, based upon a conversion price per share of $l.55 or $1.65 applicable as of October 13, 2000, into approximately 673,998 shares of Common Stock. Further, with regard to certain outstanding debentures, the conversion price of those debentures is calculated based upon the trading price of the Company's Common Stock, which has been as low as $.26 from time to time. Accordingly, if the Debentures are converted at a time when the Company's Common Stock is trading at a low price, the number of shares issuable upon conversion of the Debentures may be extremely large. Further, to the extent that the trading price of the Common Stock at the time of the exercise of any such options or warrants or the conversion of the Debentures exceeds the exercise or conversion price, such exercise or conversion will have a dilutive effect on the Company's shareholders. 19. Potential Anti-Takeover and Other Effects of Issuance of Preferred Stock Rights May Be Detrimental to Common Shareholders. The Company is authorized to issue up to 20,000,000 shares of preferred stock, $.01 par value per share (the "Preferred Stock"); of which none are currently issued and 13 outstanding. The issuance of Preferred Stock does not require approval by the shareholders of the Company's Common Stock. The Board of Directors, in its sole discretion, has the power to issue Preferred Stock in one or more series and establish the dividend rates and preferences, liquidation preferences, voting rights, redemption and conversion terms and conditions and any other relative rights and preferences with respect to any series of Preferred Stock. Holders of Preferred Stock may have the right to receive dividends, certain preferences in liquidation and conversion and other rights, any of which rights and preferences may operate to the detriment of the shareholders of the Company's Common Stock. Further, the issuance of any Preferred Stock having rights superior to those of the Company's Common Stock may result in a decrease in the value or market price of the Common Stock and, additionally, could be used by the Board of Directors as an anti-takeover measure or device to prevent a change in control of the Company. (See "DESCRIPTION OF SECURITIES - Preferred Stock.") PLAN OF DISTRIBUTION The shares of Common Stock may be offered and sold from time to time by the Selling Shareholders or by pledgees, donees, transferees or other successors in interest. The Selling Shareholders will act independently of the Company in making determinations with respect to the timing, manner and size of each offer or sale. Such sales may be made on the over-the-counter market or otherwise at prices and at terms then prevailing or at prices related to the then current market prices, or in negotiated transactions. The Selling Shareholders may sell shares of Common Stock in any of the following ways: (i) through dealers; (ii) through agents; or (iii) directly to one or more purchasers. The distribution of the shares of Common Stock may be effected from time to time in one or more transactions (which may involve crosses or block transactions) in the over-the-counter market. Any such transaction may be effected at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices or at fixed prices. The Selling Shareholders may effect such transactions by selling shares of Common Stock to or through broker-dealers, and such broker-dealers may receive compensation in the form of discounts, concessions or commissions from Selling Shareholders and/or commissions from purchasers of shares of Common Stock for whom they may act as agent. The Selling Shareholders and any broker-dealers or agents that participate in the distribution of Common Stock by them might be deemed to be underwriters and any discounts, commissions or concessions received by any such broker-dealers or agents might be deemed to be underwriting discounts and commissions under the Securities Act. In offering the shares of Common Stock, the Selling Shareholders and any broker-dealers and any other participating broker-dealers that execute sales for the Selling Shareholders may be deemed to be "underwriters" within the meaning of the Securities Act in connection with such sales, and any profits realized by the Selling Shareholders and the compensation of such broker-dealers may be deemed to be underwriting discounts and commissions. In addition, any shares of Common Stock covered by this Prospectus which qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this Prospectus. Rule 10b-2 under the Exchange Act prohibits persons who are participating in or financially interested in a distribution of securities from making payments to another person for the solicitation of a third party to purchase the securities that are the subject of the distribution, except that Rule 10b-2 does not apply, among other exceptions, to brokerage transactions not involving the solicitation of customer orders. Rule 10b-6 under the Exchange Act prohibits participants in a distribution from bidding for or purchasing, for an account in which the participant has a beneficial interest, any of the securities that are the subject of the distribution. Rule 10b-7 governs bids and purchases made in 14 order to stabilize the price of a security in connection with a distribution of the security. The public offering of the Common Stock by the Selling Shareholders will terminate on the date on which all shares of Common Stock offered hereby have been sold by the Selling Shareholders, or on such earlier date on which the Company files a post-effective amendment that de-registers all shares of Common Stock then remaining unsold. The Company will pay certain expenses incidental to the offering and sale of the shares of Common Stock to the public estimated to be approximately $35,100. The Company will not pay for, among other expenses, selling expenses, underwriting discounts or fees and expenses of counsel for the Selling Shareholders. To the extent required at the time a particular offer of Common Stock by the Selling Shareholders is made, a supplement to this Prospectus will be distributed that will set forth the number of shares of Common Stock being offered and the terms of the offering, including the name or names of any underwriters, dealers, brokers or agents, the purchase price paid by any underwriter for shares of Common Stock purchased from the Selling Shareholders, any discounts, commissions and other items constituting compensation from the Selling Shareholders and any discounts, commissions or concessions allowed or re-allowed to dealers, including the proposed selling price to the public. The Company will not receive any of the proceeds from the sale of shares of Common Stock by the Selling Shareholders. MARKET INFORMATION The Company's Common Stock is traded over-the-counter and reported on the NASDAQ National Market System under the symbol "PRCC." Set forth below are the high and low closing bid quotations in the over-the-counter market for the Common Stock as reported by the relevant market makers for fiscal years l999 and 1998 and the quarters ended March 31, June 30 and September 30, 2000. The high and low closing bid quotations in the over-the-counter market reported by the relevant market makers on October 13, 2000, were $2.13 and $1.75 for the Common Stock. Quotations represent inter-dealer quotations, without adjustment for retail mark-ups, mark-downs or commissions, and may not necessarily represent actual transactions. Fiscal 2000 Fiscal 1999 Fiscal 1998 Quarter Ended High Bid Low Bid High Bid Low Bid High Bid Low Bid - ------------- ------------------ ------------------ ---------------- Common Stock: March 31 $4.22 $1.41 $2.00 $.88 $4.52 $2.52 June 30 $3.68 $1.88 2.38 1.06 3.13 2.48 September 30 $2.96 $1.66 3.87 1.81 2.25 .26 December 31 2.91 1.56 1.25 .56 As of October 13, 2000, the approximate number of shareholders of record of the Company's Common Stock was 1,100. The Company has never paid or declared any dividends on its Common Stock and does not anticipate paying dividends in the foreseeable future. The Company cannot predict the market price for the Common Stock upon the commencement or the completion of this offering. Since the market for the Company's Common Stock is thinly traded, sales of the shares of Common Stock could cause the Common Stock to trade at levels lower than would otherwise be anticipated. 15 SELLING SECURITY HOLDERS Of the 1,725,788 shares of Common Stock being offered hereby, an aggregate of 879,966 shares of Common Stock are being offered collectively by seven persons, including Messrs. Ronald E. Patterson, Lee N. Sion, Steven Sion, William T. Richey and Alan Talesnick, East West Network Group Co. and Patricia Cudd, Esq. Of these 879,966 shares of Common Stock, a total of 508,733 shares are issuable upon the exercise of warrants exercisable on or prior to March 31 or October 4, 2003, at exercise prices in a range from $2.00 through $4.00 per share. Ms. Cudd is the sole proprietor of Cudd & Associates, the law firm that passed upon certain legal matters in connection with the validity of the issuance of the shares of Common Stock being offered hereby. Of the balance of 845,822 shares of Common Stock, a total of 339,073 shares, including 120,474 shares of Common Stock, an aggregate of 112,141 shares of Common Stock underlying outstanding warrants exercisable on or prior to September 13, 2002, or March 31, 2003, at exercise prices of $4.00 and $2.40, respectively, and a total of 106,458 shares of Common Stock underlying outstanding options exercisable on or prior to May 15 or June 19, 2001, or March 31, 2003, at exercise prices of $2.20 and $4.00, respectively, are being offered collectively by Mr. Philip T. Huss, Phoenix Alliance, Inc., a corporation solely-owned by Mr. Huss, and Ms. Maria Molinsky. Of the balance of 506,749 shares, a total of 285,750 shares of Common Stock underlying options exercisable at exercise prices ranging from $.75 to $4.40 on or prior to the various expiration dates thereof commencing on June 1, 2001, through June 24, 2003, are being offered by a total of fifteen persons, including Messrs. Albert E. Gosselin, Jr., Mark S. Rose, Anthony Reneau, Sean Rose, Mike Hamdan, Robert Klein, Craig E. Gosselin and Gary L. Dudley, Mesdames Paz Laroya, Clare F. Rose, Marcia A. Smith and Rosemary Althaus, Delta Capital Partners, Jorel Management and the estate of Margaret Jones. Ms. Smith is the Manager of Administration and a director of the Company and Ms. Jones is the late mother of Mr. Albert E. Gosselin, Jr., the President, the Chief Executive Officer and the Chairman of the Board Directors of the Company. Of the balance of 220,999 shares of Common Stock being offered hereby, 100,000 shares of Common Stock are being offered by each of Brittanica Associates Limited and the Barbara L. Gosselin Revocable Trust. Mrs. Gosselin is the spouse of Mr. Albert E. Gosselin, Jr. Of the balance of 20,999 shares of Common Stock being offered, 11,666 shares of Common Stock are being offered by Ms. Cynthia L. Gosselin, the daughter of Mr. Albert E. Gosselin, Jr., including 6,666 shares, and 5,000 shares, of Common Stock underlying outstanding warrants and an outstanding option, respectively, exercisable at an exercise price of $.75 per share on or prior to February 25, 2002, and June 6, 2002, respectively. The balance of 9,333 shares of Common Stock underlying outstanding warrants exercisable or prior to February 25, 2002, at an exercise price of $.75 per share, are being offered by Ms. Jennifer Jauregui, the daughter of Mr. Albert E. Gosselin, Jr. The table below indicates the name of each selling security holder (the "Selling Security Holder"), any material relationship he, she or it has had to the Company within the last three years, the number and percentage of shares of Common Stock owned by the Selling Security Holder prior to this offering, the number of shares being offered for sale by the Selling Security Holder and the number of shares of Common Stock and the percentage of the total shares of Common Stock outstanding that will be held if all shares offered are sold. (See "Description of Securities - Capital Stock - Common Stock," "Common Stock That May Be Offered By the Warrantholders" and "Common Stock That May Be Offered By the Optionholders.") 16
Shares Shares Shares Selling Shareholders Owned Owned Owned and Relationship Prior to Being After Warrantholders to Company Offering Per Cent Offered Offering Per Cent - --------------------- ------------- --------- -------- -------- --------- -------- Ronald E. Patterson 14.19% 748,030(1) 14.19 375,716(1) 372,314 7.33 shareholder East West Network 5.14% 275,000(2) 5.14 275,000(2) -0- 0.00 Group Co. shareholder Lee N. Sion 5.40% 277,000(3) 5.40 81,250(3) 195,750 3.85 shareholder Steven Sion N/A 100,000(4) 1.96 50,000(4) 50,000 .98 William T. Richey N/A 95,000(5) 1.86 50,000(5) 45,000 .89 Alan Talesnick N/A 60,000(6) 1.18 28,000(6) 32,000 .63 Patricia Cudd N/A 20,000(7) .39 20,000(7) -0- 0.00 Selling Shares Shares Shares Shareholders, Owned Owned Owned Warrantholders and Relationship Prior to Being After Optionholders to Company Offering Per Cent Offered Offering Per Cent - ---------------------- ---------- -------- -------- ------- -------- -------- Phillip T. Huss 5.42% 284,073(8) 5.42 247,407(8) 36,666 .72 shareholder Maria Molinsky N/A 91,666(9) 1.78 91,666(9) -0- 0.00 Owned Owned Owned Selling Relationship Prior to Being After Optionholders to Company Offering Per Cent Offered Offering Per Cent - ----------------------- ---------- -------- -------- ------- -------- -------- Albert E. Gosselin, Jr. President, Chief 247,410(10) 4.80 73,250(10) 174,160 3.43 Executive Officer, Chairman of the Board of Directors Mark S. Rose N/A 72,000(11) 1.40 72,000(11) -0- 0.00 Anthony Reneau N/A 25,000(12) .49 25,000(12) -0- 0.00 Sean Rose N/A 16,000(13) .31 16,000(13) -0- 0.00 Delta Capital Partners N/A 15,000(14) .29 15,000(14) -0- 0.00 Mike Hamdan N/A 14,500(15) .29 14,500(15) -0- 0.00 Paz Laroya N/A 14,500(16) .29 14,500(16) -0- 0.00 Jorel Management N/A 12,500(17) .25 12,500(17) -0- 0.00 Robert Klein N/A 10,000(18) .20 10,000(18) -0- 0.00 Clare F. Rose N/A 8,000(19) .16 8,000(19) -0- 0.00 Craig E. Gosselin Director 16,250(20) .32 5,000(21) 11,250(22) .22 Gary L. Dudley N/A 41,950(23) .82 5,000(24) 36,950(25) .72 Estate of Margaret N/A 15,000(26) .29 5,000(27) 10,000(28) .20 Jones Marcia A. Smith N/A 135,600(29) 2.65 5,000(30) 130,600(31) 2.56 Rosemary Althaus N/A 5,000(32) .10 5,000(32) -0- 0.00 17
Owned Owned Owned Selling Relationship Prior to Being After Shareholders to Company Offering Per Cent Offered Offering Per Cent - ------------------------ ---------- -------- -------- ------- -------- -------- Brittanica Associates 7.43% 400,000(33) 7.43 100,000(34) 300,000(35) 3.80 Limited shareholder Barbara L. Gosselin 5.77% 293,055(36) 5.77 100,000(36) 193,055 3.80 Revocable Trust shareholder Shares Shares Selling Warrantholder Owned Owned Owned and Relationship Prior to Being After Optionholder to Company Offering Per Cent Offered Offering Per Cent - -------------------------- ---------- -------- -------- ------- -------- -------- Cynthia L. Gosselin N/A 95,000(37) 1.86 11,666(38) 83,334(39) 1.63 Owned Owned Owned Selling Relationship Prior to Being After Warrantholder to Company Offering Per Cent Offered Offering Per Cent - ----------------------- ---------- -------- -------- ------- -------- -------- Jennifer Jauregui N/A 9,333(40) .18 9,333(40) -0- 0.00 - -------------------------- *The number of shares of Common Stock underlying, and the exercise price of, each option described in the table above is shown after giving effect to the reverse split in the Company's Common Stock effective on May 15, 1998, on the basis of one share for each four shares of Common Stock then outstanding. (1) Includes 187,858 shares of Common Stock issued upon the exercise on March 30, 2000, of warrants at an exercise price of $.75 per share and 187,858 shares of Common Stock underlying warrants exercisable to purchase one share of Common Stock each on or prior to March 31, 2003, at an exercise price of $4.00 per share. (2) Includes 25,000 shares of Common Stock issued, and 50,000 shares, 50,000 shares, 50,000 shares, 50,000 shares, and 50,000 shares, of Common Stock underlying warrants, exercisable on or prior to October 19, 2003, at exercise prices of $2.00, $2.25, $2.50, $3.00, and $3.50 per share, respectively, 18
granted, on October 19, 2000, pursuant to that certain Investor Relations Agreement dated October 19, 2000, between the Company and East West Network Group Co. (3) Includes 25,000 shares, and 9,375 shares, of Common Stock issued upon the exercise on March 31, 2000, of warrants and options, respectively, at an exercise price of $.75 per share and 46,875 shares of Common Stock underlying warrants exercisable to purchase one share of Common Stock each on or prior to March 31, 2003, at an exercise price of $3.10 per share. (4) Includes 25,000 shares of Common Stock issued upon the exercise on March 31, 2000, of warrants at an exercise price of $.75 per share and 25,000 shares of Common Stock underlying warrants exercisable to purchase one share each on or prior to March 31, 2003, at an exercise price of $3.10 per share. (5) Includes 25,000 shares of Common Stock issued upon the exercise on March 31, 2000, of warrants at an exercise price of $.75 per share and 25,000 shares of Common Stock underlying warrants exercisable to purchase one share of Common Stock each on or prior to March 31, 2003, at an exercise price of $4.00 per share. (6) Includes 14,000 shares of Common Stock issued upon the exercise on March 31, 2000, of warrants at an exercise price of $.75 per share and 14,000 shares of Common Stock underlying warrants exercisable to purchase one share of Common Stock each on or prior to March 31, 2003, at an exercise price of $4.00 per share. (7) Includes 10,000 shares of Common Stock issued upon the exercise on March 31, 2000, of warrants at an exercise price of $.75 per share and 10,000 shares of Common Stock underlying warrants exercisable to purchase one share of Common Stock each on or prior to March 31, 2003, at an exercise price of $4.00 per share. (8) Includes 87,141 shares of Common Stock issued upon the exercise on March 30, 2000, of warrants at an exercise price of $.75 per share, 87,141 shares of Common Stock underlying warrants exercisable to purchase one share of Common Stock each on or prior to March 31, 2003, at an exercise price of $4.00 per share, and 50,000 shares, and 23,125 shares, of Common Stock underlying options exercisable at an exercise price of $2.20 per share on or prior to May 15, 2001, owned of record by Phoenix Alliance, Inc., a corporation solely-owned by Mr. Huss. (9) Includes 33,333 shares of Common Stock issued upon the exercise on March 31, 2000, of warrants at an exercise price of $.75 per share, 25,000 shares of Common Stock underlying warrants exercisable to purchase one share of Common Stock each on or prior to September 13, 2002, at an exercise price of $2.40 per share and 33,333 shares of Common Stock underlying an option exercisable at an exercise price of $4.00 per share on or prior to March 31, 2003. (10) Includes 30,750 shares, 30,000 shares and 12,500 shares, of Common Stock underlying options exercisable at an exercise price of $.75 per share on or prior to January 6, 2002, June 1, 2001, and June 8, 2001, respectively. (11) Includes 48,000 shares, and 24,000 shares, of Common Stock underlying options exercisable on or prior to January 27, 2002, and May 27, 2003, respectively, at exercise prices of $.75 and $2.13 per share, respectively. 19 (12) Includes 25,000 shares of Common Stock underlying an option exercisable on or prior to February 25, 2002, at an exercise price of $1.00 per share. (13) Includes 8,000 shares, and 8,000 shares, of Common Stock underlying options exercisable at exercise prices of $2.19 and $2.28 per share, respectively, on or prior to June 24 and 17, 2003, respectively. (14) Includes 15,000 shares of Common Stock underlying an option exercisable on or prior to June 6, 2003, at an exercise price of $2.25 per share. (15) Includes 14,500 shares of Common Stock underlying an option exercisable at an exercise price of $1.38 per share on or prior to March 22, 2002. (16) Includes 14,500 shares of Common Stock underlying an option exercisable on or prior to March 22, 2002, at an exercise price of $1.38 per share. (17) Includes 12,500 shares of Common Stock underlying an option exercisable on or prior to November 4, 2000, at an exercise price of $.75 per share. (18) Includes 10,000 shares of Common Stock underlying an option exercisable on or prior to March 22, 2002, at an exercise price of $1.38 per share. (19) Includes 8,000 shares of Common Stock underlying an option exercisable at an exercise price of $2.13 per share on or prior to May 27, 2003. (20) Includes 10,000 shares, and 5,000 shares, of Common Stock underlying options exercisable on or prior to June 1, 2001, and January 6, 2002, respectively, at an exercise price of $.75 per share. (21) Includes 5,000 shares of Common Stock underlying an option exercisable on or prior to January 6, 2002, at an exercise price of $.75 per share. (22) Includes 10,000 shares of Common Stock underlying an option exercisable on or prior to June 1, 2001, at an exercise price of $.75 per share. (23) Includes 11,250 shares, 10,000 shares, and 5,000 shares, of Common Stock underlying options exercisable on or prior to June 8, 2001, June 1, 2001, and January 6, 2002, respectively, at an exercise price of $.75 per share. (24) Includes 5,000 shares of Common Stock underlying an option exercisable on or prior to January 6, 2002, at an exercise price of $.75 per share. (25) Includes 11,250 and 10,000 shares of Common Stock underlying an option exercisable on or prior to June 8, 2001, and June 1, 2001, at an exercise price of $.75 per share. (26) Includes 10,000 shares, and 5,000 shares, of Common Stock underlying options exercisable on or prior to June 1, 2000, and January 6, 2002, respectively, at an exercise price of $4.40 per share. (27) Includes 5,000 shares of Common Stock underlying an option exercisable on or prior to January 6, 2002, at an exercise price of $4.40 per share. (28) Includes 10,000 shares of Common Stock underlying an option exercisable on or prior to June 1, 2000, at an exercise price of $4.40 per share. 20 (29) Includes 13,750 shares, 10,000 shares, and 5,000 shares, of Common Stock underlying options exercisable on or prior to December 14, 2002, June 1, 2001, and January 6, 2002, respectively, at an exercise price of $.75 per share. (30) Includes 5,000 shares of Common Stock underlying an option exercisable on or prior to January 6, 2002, at an exercise price of $.75 per share. (31) Includes 13,750 shares, and 10,000 shares, of Common Stock underlying options exercisable on or prior to December 14, 2002, and June 1, 2001, respectively, at an exercise price of $.75 per share. (32) Includes 5,000 shares of Common Stock underlying an option exercisable at an exercise price of $.75 per share on or prior to January 27, 2002. (33) Includes 100,000 shares of Common Stock issued on February 23, 2000, in consideration and as incentive for lending the sum of $500,000 to the Company and 200,000 shares, and 100,000 shares, of Common Stock underlying warrants exercisable on or prior to February 23, 2003, at exercise prices of $4.50 and $2.25 per share, respectively. (34) Includes 100,000 shares of Common Stock issued on February 23, 2000, in consideration and as incentive for lending the sum of $500,000 to the Company. (35) Includes 200,000 shares, and 100,000 shares, of Common Stock underlying warrants exercisable on or prior to February 23, 2003, at exercise prices of $4.50 and $2.25 per share, respectively. (36) Mr. Albert E. Gosselin, Jr., the spouse of Barbara L. Gosselin, disclaims any beneficial ownership interest in the shares of Common Stock. (37) Includes 12,500 shares, 10,000 shares, 6,666 shares, and 5,000 shares, of Common Stock underlying an outstanding option, an outstanding option, outstanding warrants and an outstanding option, respectively, exercisable on or prior to December 14, 2002, June 1, 2001, February 25, 2002, and June 6, 2002, respectively, at an exercise price of $.75 per share. (38) Includes 6,666 shares, and 5,000 shares, of Common Stock underlying outstanding warrants and an outstanding option, respectively, exercisable on or prior to February 25, 2002, and June 6, 2002, respectively, at an exercise price of $.75 per share. (39) Includes 12,500 shares, and 10,000 shares, of Common Stock underlying outstanding options exercisable on or prior to December 14, 2002, and June 1, 2001, respectively, at an exercise price of $.75 per share. (40) Includes 9,333 shares of Common Stock underlying warrants exercisable to purchase one share of Common Stock each on or prior to February 25, 2002, at an exercise price of $.75 per share. 21 DESCRIPTION OF SECURITIES Capital Stock - ------------- The Company's authorized capital stock consists of 30,000,000 shares of Common Stock, no par value per share (the "Common Stock") and 20,000,000 shares of preferred stock, $.01 par value per share (the "Preferred Stock"). Common Stock. All shares of Common Stock have equal voting rights and, when validly issued and outstanding, are entitled to one vote per share on all matters to be voted upon by shareholders. The shares of Common Stock have no preemptive, subscription, conversion or redemption rights and may be issued only as fully-paid and nonassessable shares of Common Stock. Cumulative voting in the election of directors is permitted; however, cumulative voting may occur only if a shareholder announces his intention to cumulate his votes prior to the voting, in which case all shareholders may cumulate their votes. In the event of liquidation of the Company, each shareholder is entitled to receive a proportionate share of the Company's assets available for distribution to shareholders after the payment of liabilities. All shares of the Company's Common Stock issued and outstanding are fully-paid and nonassessable. Holders of the shares of Common Stock are entitled to share pro rata in dividends and distributions with respect to the Common Stock, as may be declared by the Board of Directors out of funds legally available therefor. As of October 13, 2000, there were 5,099,469 shares of Common Stock issued and outstanding held of record by approximately 1,100 shareholders. The Common Stock is traded over-the-counter and reported on the NASDAQ National Market System under the symbol "PRCC." Holders of shares of Common Stock are entitled to share pro rata in dividends and distributions with respect to the Common Stock when, as and if declared by the Board of Directors out of funds legally available therefor. The Company has not paid any dividends on its Common Stock and currently intends to retain earnings, if any, to finance the development and expansion of its business. Future dividend policy is subject to the discretion of the Board of Directors and will depend upon a number of factors, including future earnings, capital requirements and the financial condition of the Company. Preferred Stock. Shares of Preferred Stock may be issued from time to time in one or more series as may be determined by the Board of Directors. The voting powers and preferences, the relative rights of each such series and the qualifications, limitations and restrictions thereof shall be established by the Board of Directors, except that no holder of Preferred Stock shall have preemptive rights. The Company has no outstanding Preferred Stock, and the Board of Directors does not plan to issue any for the foreseeable future unless the issuance thereof shall be in the best interests of the Company. Common Stock That May Be Offered by the Warrantholders - ------------------------------------------------------ The Company, on October 20, 2000, granted warrants exercisable on or prior to October 20, 2003, to purchase an aggregate of 250,000 shares of Common Stock, at an exercise price of $2.00 per share (50,000 shares), $2.25 per share (50,000 shares), $2.50 per share (50,000 shares), $3.00 per share (50,000 shares) and $3.50 per share (50,000 shares), to East West Network Group Co. ("East West Network"), pursuant to that certain Investor Relations Agreement dated October 20, 2000, between the Company and East West Network. The brief description of certain provisions of the Warrant to Purchase 250,000 Shares of Common Stock of Pollution Research and Control Corp. from October 20, 2000 Void after 5:00 P.M., Los Angeles Time, on October 20, 2003, set forth above is qualified in its entirety by the more detailed provisions of the warrant, a copy of which is attached hereto as Exhibit 4.45 and incorporated herein by this reference. 22 On March 31, 2000, the Company granted warrants exercisable to purchase an aggregate of 395,874 shares of Common Stock on or prior to March 31, 2003, at an exercise price of $3.10 per share, to Messrs. Lee N. Sion (46,875 shares) and Steven Sion (25,000 shares) and, at an exercise price of $4.00 per share, to Messrs. Ronald E. Patterson (187,858 shares), Phillip T. Huss (87,141 shares), William T. Richey (25,000 shares) and Alan Talesnick (14,000 shares) and Patricia Cudd, Esq. (10,000 shares). The brief descriptions of certain provisions of the warrants, dated March 31, 2000, set forth above are qualified in their entirety by the more detailed provisions of the warrants, copies of which are incorporated herein by reference to Exhibits 10.219, 10.220, 10.218, 10.217, 10.223, 10.222 and 10.221 to the Company's Annual Report on Form 10-KSB for the year ended December 31, 1999. The Company, on March 24, 1999, granted to Ms. Jennifer Jauregui a warrant exercisable at an exercise price of $.75 per share to purchase 9,333 shares of Common Stock on or prior to February 25, 2002. Ms. Jauregui is the daughter of Mr. Albert E. Gosselin, Jr., the President, the Chief Executive Officer and the Chairman of the Board of Directors of the Company. The foregoing brief description of this warrant, dated March 24, 1999, is qualified in its entirety by reference to the more detailed provisions of the warrant, a copy of which is incorporated herein by reference to Exhibit 4.14 to the Company's Registration Statement on Form S-3 (File Number 333-87965) filed on September 28, 1999. On February 25, 1999, the Company granted to Ms. Cynthia L. Gosselin a warrant exercisable on or prior to February 25, 2002, at an exercise price of $.75 per share to purchase 6,666 shares of Common Stock. The foregoing description of the warrant is a brief summary of certain provisions thereof and is qualified in its entirety by the more detailed provisions of the warrant, a copy of which is incorporated herein by reference to Exhibit 4.15 to the Company's Registration Statement on Form S-3 (File Number 333-87965) filed on September 28, 1999. Transfer Agent, Registrar and Warrant Agent - ------------------------------------------- Oxford Transfer & Registrar, Inc., 1130 Southwest Morrison, Suite #250, Portland, Oregon 97205, is the Transfer Agent and Registrar for the Common Stock and the Warrant Agent for the Warrants. Common Stock That May Be Offered by the Optionholders - ----------------------------------------------------- The number of shares of the Company's Common Stock underlying, and the exercise price of, each option described herein is shown after giving effect to the reverse split in the Company's Common Stock effective on May 15, 1998, on the basis of one share for each four shares of Common Stock then outstanding. The Company, on June 8, 1991, granted an option exercisable to purchase 50,000 shares of Common Stock on or prior to June 8, 2001, at an exercise price of $.75 per share, to Mr. Albert E. Gosselin, Jr. The foregoing description of the option is a brief summary of certain provisions thereof and is qualified in its entirety by the more detailed provisions of the option, a copy of which is incorporated herein by reference to Exhibit 10.15 to the Company's Annual Report on Form 10-KSB for the year ended December 31, 1991. The Company, on June 1, 1996, granted options exercisable at an exercise price of $.75 per share to purchase an aggregate of 80,750 shares of Common Stock to Mr. Albert E. Gosselin, Jr. (60,750 shares), Ms. Cynthia L. Gosselin (5,000 shares), Ms. Margaret Jones (5,000 shares), Mr. Craig E. Gosselin (5,000 shares), Ms. Marcia Smith (5,000 shares) and Mr. Gary L. Dudley (5,000 shares). Of the 60,750 shares of Common Stock underlying options granted to Mr. Gosselin, 30,750 shares, and 30,000 shares, of Common Stock are exercisable on or prior to the date of expiration of the options on June 6, 2002, and June 1, 2001, respectively. Ms. Cynthia L. Gosselin's option expires on June 6, 2002, and the 23 expiration date of the options held by the estate of Margaret Jones, Messrs. Craig E. Gosselin and Dudley and Ms. Smith is June 1, 2001. Mr. Albert E. Gosselin, Jr., is the President, the Chief Executive Officer and the Chairman of the Board Directors of the Company and Ms. Smith is the Manager of Administration and a director of the Company. Ms. Jones is the late mother of Mr. Albert E. Gosselin, Jr. The foregoing descriptions of certain provisions of the options, dated June 1, 1996, set forth above are qualified in their entirety by the more detailed provisions of the options, copies of which are incorporated herein by reference to Exhibit 10.118 to the Company's Annual Report on Form 10-KSB for the year ended December 31, 1996, Exhibit 4.19 to the Registration Statement on Form S-3 (File Number 33-14133) filed on October 15, 1996, and Exhibits 10.125, 10.129, 10.123, 10.127 and 10.121 to the Company's Annual Report on Form 10-KSB for the year ended December 31, 1996. On April 30, 1997, the Company granted the Option to Purchase 50,000 Shares of Common Stock of Pollution Research and Control Corp. to Jorel Management exercisable to purchase 12,500 shares of Common Stock at an exercise price of $.75 per share on or prior to November 4, 2000. The foregoing brief description of certain provisions of the Option to Purchase 50,000 Shares of Common Stock of Pollution Research and Control Corp. is qualified in its entirety by the more detailed provisions of the option, a copy of which is incorporated herein by reference to Exhibit 10.150 to the Company's Annual Report on Form 10-KSB for the year ended December 31, 1997. On May 15, 1998, the Company granted options to Phoenix Alliance, Inc., exercisable to purchase 50,000 and 23,125 shares of Common Stock at an exercise price of $2.20 on or prior to May 15, 2001. The terms and conditions of the options are more fully described in the Option to Purchase 200,000 Shares of Common Stock of Pollution Research and Control Corp., a copy of which is attached to the Registration Statement of which this Prospectus is a part as Exhibit 4.10 thereto, and is incorporated herein by this reference, and the Option to Purchase 23,125 Shares of Common Stock of Pollution Research and Control Corp., a copy of which is incorporated herein by reference to Exhibit 10.165 to the Company's Annual Report on Form 10-KSB for the year ended December 31, 1998. The foregoing brief descriptions of certain provisions of the options are qualified in their entirety by the more detailed provisions of the Option to Purchase 200,000 Shares of Common Stock of Pollution Research and Control Corp. and the Option to Purchase 23,125 Shares of Common Stock of Pollution Research and Control Corp. The Company, on January 27, 1999, granted options to Mr. Mark S. Rose and Ms. Rosemary Althaus exercisable to purchase 48,000 and 5,000 shares of Common Stock, respectively, at an exercise price of $.75 per share on or prior to January 27, 2002. The foregoing brief descriptions of certain provisions of the Option to Purchase 48,000 Shares of Common Stock of Pollution Research and Control Corp. and the Option to Purchase 5,000 Shares of Common Stock of Pollution Research and Control Corp. are qualified in their entirety by the more detailed provisions of the options, copies of which are incorporated herein by reference to Exhibits 10.170 and 10.172, respectively, to the Annual Report on Form 10-KSB of the Company for the year ended December 31, 1998. On February 25, 2000, the Company granted the Option to Purchase 25,000 Shares of Common Stock of Pollution Research and Control Corp. from February 25, 2000 Void after 5:00 P.M., Los Angeles Time, on March 22, 2002, to Mr. Anthony Reneau exercisable at an exercise price of $1.00 per share on or prior to February 25, 2002. Mr. Reneau is a Company employee. The terms and conditions of the Option to Purchase 25,000 Shares of Common Stock of Pollution Research and Control Corp. from February 25, 2000 Void after 5:00 P.M., Los Angeles Time, on February 25, 2002, a copy of which is attached as Exhibit 4.27 to the 24 Registration Statement on Form S-3 of which this Prospectus is a part, and incorporated herein by this reference, qualify in its entirety the brief description of the option set forth herein. On March 22, 2000, the Company granted options exercisable on or prior to March 22, 2002, to purchase an aggregate of 39,000 shares of Common Stock at an exercise price of $1.38 per share to the following individuals, as follows: (i) Mr. Mike Hamdan - 14,500 shares; (ii) Ms. Paz Laroya - 14,500 shares; and (iii) Mr. Robert Klein - 10,000 shares. All of the foregoing are employees of the Company. The terms and conditions of Mr. Hamdan's option are more fully described in the Option to Purchase 14,500 Shares of Common Stock of Pollution Research and Control Corp. from March 22, 2,000 Void after 5:00 P.M., Los Angeles Time, on March 22, 2002 (the "Hamdan Option"), a copy of which is attached as Exhibit 4.28 to the Registration Statement of which this Prospectus forms a part, and is incorporated herein by this reference. The terms and conditions of Ms. Laroya's option are more fully described in the Option to Purchase 14,500 Shares of Common Stock of Pollution Research and Control Corp. from March 22, 2000 Void after 5:00 P.M., Los Angeles Time, on March 22, 2002 (the "Laroya Option"), a copy of which is attached as Exhibit 4.29 to the Registration Statement of which this Prospectus is a part, and is incorporated herein by this reference. The terms and conditions of Mr. Klein's option are more fully described in the Option to Purchase 10,000 Shares of Common Stock of Pollution Research and Control Corp. from March 22, 2000 Void after 5:00 P.M., Los Angeles Time, on March 22, 2002 (the "Klein Option"), a copy of which is attached as Exhibit 4.30 to the Registration Statement of which this Prospectus is a part, and is incorporated herein by this reference. The foregoing brief description of certain provisions of the options is qualified in its entirety by the more detailed provisions of the Hamdan Option, the Laroya Option and the Klein Option. On May 27, 2000, the Company granted options to Mr. Mark S. Rose and Ms. Clare F. Rose exercisable to purchase 24,000 and 8,000 shares of Common Stock, respectively, at an exercise price of $2.13 per share on or prior to May 27, 2003. The terms and conditions of the options are more fully described in the Option to Purchase 24,000 Shares of Common Stock of Pollution Research and Control Corp. from May 27, 2000 Void After 5:00 P.M., Los Angeles Time, on May 27, 2003, and the Option to Purchase 8,000 Shares of Common Stock of Pollution Research and Control Corp. from May 27, 2000 Void After 5:00 P.M., Los Angeles Time, on May 27, 2003, copies of which are attached as Exhibits 4.39 and 4.40, respectively, to the Registration Statement on Form S-3 of which this Prospectus is a part, and are incorporated herein by this reference. The foregoing brief descriptions of certain provisions of the options are qualified in their entirety by the more detailed provisions of the Option to Purchase 24,000 Shares of Common Stock of Pollution Research and Control Corp. from May 27, 2000 Void After 5:00 P.M., Los Angeles Time, on May 27, 2003, and the Option to Purchase 8,000 Shares of Common Stock of Pollution Research and Control Corp. from May 27, 2000 Void After 5:00 P.M., Los Angeles Time, on May 27, 2003. The Company, on June 7, 2000, granted the Option to Purchase 15,000 Shares of Common Stock of Pollution Research and Control Corp. from June 7, 2000 Void After 5:00 P.M., Los Angeles Time, on June 6, 2003, to Delta Capital Partners exercisable at an exercise price of $2.25 per share. The foregoing description of the Option to Purchase 15,000 Shares of Common Stock of Pollution Research and Control Corp. from June 7, 2000 Void After 5:00 P.M., Los Angeles Time, on June 6, 2003, is a brief summary of certain provisions thereof and is qualified in its entirety by the more detailed provisions of the option, a copy of which is attached to the Registration Statement on Form S-3 of which this Prospectus forms a part as Exhibit 4.42, and is incorporated herein by this reference. The Company, on June 17, 2000, granted the Option to Purchase 8,000 Shares of Common Stock of Pollution Research and Control Corp. from June 17, 2000 Void After 5:00 P.M., Los Angeles Time, on June 17, 2003, to Mr. Sean Rose exercisable at an exercise price of $2.28 per share. The foregoing description 25 of the Option to Purchase 8,000 Shares of Common Stock of Pollution Research and Control Corp. from June 17, 2000 Void After 5:00 P.M., Los Angeles Time, on June 17, 2003, is a brief summary of certain provisions thereof and is qualified in its entirety by the more detailed provisions of the option, a copy of which is attached as Exhibit 4.43 to the Registration Statement on Form S-3 of which this Prospectus is a part, and is incorporated herein by this reference. On June 24, 2000, the Company granted the Option to Purchase 8,000 Shares of Common Stock of Pollution Research and Control Corp. from June 24, 2000 Void After 5:00 P.M., Los Angeles Time, on June 24, 2003, to Mr. Sean Rose exercisable at an exercise price of $2.19 per share. The foregoing description of the Option to Purchase 8,000 Shares of Common Stock of Pollution Research and Control Corp. from June 24, 2000 Void After 5:00 P.M., Los Angeles Time, on June 24, 2003, is a brief summary of certain provisions thereof and is qualified in its entirety by the more detailed provisions of the option, a copy of which is attached to the Registration Statement on Form S-3 of which this Prospectus forms a part as Exhibit 4.44, and is incorporated herein by this reference. LEGAL MATTERS Certain legal matters in connection with the validity of the issuance of the shares of Common Stock being offered hereby will be passed upon for the Company by Cudd & Associates, 1120 Lincoln Street, Suite #1507, Denver, Colorado 80203. Patricia Cudd, Esq., the sole proprietor of Cudd & Associates, owns of record and beneficially 10,000 shares of the Company's Common Stock and warrants exercisable to purchase 10,000 shares of the Company's Common Stock at an exercise price of $4.00 per share on or prior to March 31, 2003. EXPERTS The financial statements of the Company are incorporated herein by reference to the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1999. Such financial statements have been audited by AJ. Robbins, P.C., Certified Public Accountants and Consultants, independent auditors, as stated in their report that is incorporated herein by reference. 26 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution. ------------------------------------------- The following is an itemized statement of the expenses incurred in connection with this Registration Statement and the issuance and distribution of the shares of Common Stock being registered hereby. All such expenses will be paid by the Company. Securities and Exchange Commission registration fee................. $ 100 Legal fees and expenses............................................. 20,000 Accounting fees and expenses........................................ 3,000 Blue sky fees and expenses.......................................... 4,000 Transfer agent fees and expenses.................................... 3,000 Printing, electronic filing and engraving expenses.................. 3,000 Miscellaneous expenses.............................................. 2,000 --------- TOTAL ................................................. $ 35,100 ========= All of the above items except the Securities and Exchange Commission registration and NASD fees are estimates. Item 15. Indemnification of Directors and Officers. ----------------------------------------- The Company's Articles of Incorporation, as amended, provide for (i) the elimination of directors' liability for monetary damages for certain breaches of their fiduciary duties to the Company and its shareholders as permitted by California law; and (ii) permit the indemnification by the Company to the fullest extent under California law. At present, there is no pending litigation or proceeding involving a director or officer of the Company as to which indemnification is being sought. Section 317 of the California Corporations Code, as amended, provides for the indemnification of the officers, directors and controlling persons of a corporation as follows: "(a) For the purposes of this section, "agent" means any person who is or was a director officer, employee or other agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, or was a director, officer, employee, or agent of a foreign or domestic corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation; "proceeding" means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative; and "expenses" includes without limitation attorneys' fees and any expenses of establishing a right to indemnification under subdivision (d) or paragraph (3) of subdivision (e). (b) A corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the corporation to procure a judgment in its favor, an action brought under Section 9243, or an action brought by the Attorney General pursuant to Section 9230) by reason of the fact that such person is or was an agent of the corporation, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding if such person acted in good faith and in a manner such person believed to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such 27 person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person believed to be in the best interests of the corporation or that the person had reasonable cause to believe that the person's conduct was unlawful. (c) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action by or in the right of the corporation, or brought under Section 9243, or brought by the Attorney General pursuant to Section 9230, to procure a judgment in its favor by reason of the fact that such person is or was an agent of the corporation, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action if the person acted in good faith, in a manner in which such person believed to be in the best interests of the corporation and with such care, including reasonable inquiry, as an ordinary prudent person in a like position would use under similar circumstances. No indemnification shall be made under this subdivision: (1) In respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation in the performance of such person's duty to the corporation, unless and only to the extent that the court in which such proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for the expenses which such court shall determine; (2) Of amounts paid in settling or otherwise disposing of a threatened or pending action, with or without court approval; or (3) Of expenses incurred in defending a threatened or pending action which is settled or otherwise disposed of without court approval unless it is settled with the approval of the Attorney General. (d) To the extent that an agent of a corporation has been successful on the merits in defense or any proceeding referred to in subdivision (b) or (c) or in defense of any claim, issue or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith. (e) Except as provided in subdivision (d), any indemnification under this section shall be made by the corporation only if authorized in the specific case, upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in either subdivision (b) or (c) by: (l) A majority vote of a quorum consisting of directors who are not parties to such proceedings; (2) Approval of the members (Section 5034), with the persons to be indemnified not being entitled to vote thereon; or (3) The court in which such proceeding is or was pending upon application made by the corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney or other person is approved by the corporation. (f) Expenses incurred in defending any proceeding may be advanced by the corporation prior to the final disposition of such proceeding upon receipt of an undertaking by or on behalf of the agent to repay such amount unless it shall be 28 determined ultimately that the agent is entitled to be indemnified as authorized in this section. (g) No provision made by a corporation to indemnify its or its subsidiary's directors or officers for the defense of any proceeding, whether contained in the articles, bylaws, a resolution of members or directors, an agreement or otherwise, shall be valid unless consistent with this section. Nothing contained in this section shall affect any right to indemnification to which persons other than such directors and officers may be entitled by contract or otherwise. (h) No indemnification or advance shall be made under this section, except as provided in subdivision (d) or paragraph (3) of subdivision (e), in any circumstances where it appears that:: (1) It would be inconsistent with a provision of the articles, bylaws, a resolution or the members or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or (2) It would be inconsistent with any condition expressly imposed by a court in approving a settlement. (i) A corporation shall have power to purchase and maintain insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such whether or not the corporation would have the power to indemnify the agent against such liability under the provisions of this section; provided, however, that a corporation shall have no power to purchase and maintain such insurance to indemnify any agent of the corporation for a violation of Section 9243. (j) This section does not apply to any proceeding against any trustee, investment manager or other fiduciary of an employee benefit plan in such person's capacity as such, even though such person may also be an agent as defined in subdivision (a) of the employer corporation. A corporation shall have power to indemnify such trustee, investment manager or other fiduciary to the extent permitted by subdivision (f) or Section 207." Item 16. Exhibits. -------- The Exhibit Index commences on page 33. Item 17. Undertakings. ------------ (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post- effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; 29 (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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 registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 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 of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. 30 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-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Glendale, State of California, on October 16, 2000. Date: October 16, 2000 POLLUTION RESEARCH AND CONTROL CORP. (Registrant) By: /s/ Albert E. Gosselin, Jr. -------------------------------------- Albert E. Gosselin, Jr., President, Chief Executive Officer and Chairman of the Board Directors POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Albert E. Gosselin, Jr., and Marcia A. Smith, or either one of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all pre- or 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 or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or their or his or her 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 below by the following persons in the capacities and on the dates indicated. Date: October 16, 2000 By: /s/ Albert E. Gosselin, Jr. -------------------------------------- Albert E. Gosselin, Jr., President, Chief Executive Officer and Chairman of the Board Directors (Principal Executive Officer) Date: October 16, 2000 By: /s/ Donald R. Ford -------------------------------------- Donald R. Ford, Chief Financial Officer (Principal Financial and Accounting Officer) Date: October 16, 2000 By: /s/ Gary L. Dudley -------------------------------------- Gary L. Dudley, Director Date: October 16, 2000 By: /s/ Marcia A. Smith -------------------------------------- Marcia A. Smith, Director Date: October 16, 2000 By: /s/ Craig E. Gosselin -------------------------------------- Craig E. Gosselin, Director 31 EXHIBIT INDEX The following Exhibits are filed as part of this Registration Statement on Form S-3 or are incorporated herein by reference. Item Number Description ------ ----------- 4.1 Option to Purchase 50,000 Shares of Common Stock of Pollution Research and Control Corp. issued to Albert E. Gosselin; Option Agreement, dated as of June 8, 1991, between Pollution Research and Control Corp. and Albert E. Gosselin. (Incorporated herein by reference to Exhibit 10.15 to the Company's Annual report on Form 10-KSB for the year ended December 31, 1991.) 4.2 Option to Purchase 123,000 Shares of Common Stock of Pollution Research and Control Corp. issued to Albert E. Gosselin; Option Agreement, dated as as of June 1, 1996, between Pollution Research and Control Corp. and Albert ASlbertE. Gosselin. (Incorporated herein by reference to Exhibit 10.118 to the Annual Report on Form 10-KSB for the year ended December 31, 1996.) 4.3 Option to Purchase 120,000 Shares of Common Stock of Pollution Research and Control Corp. issued to Albert E. Gosselin; Option Agreement, dated as of June 1, 1996, between Pollution Research and Control Corp. and Albert E. Gosselin, Jr. (Incorporated herein by reference to Exhibit 4.19 to the Registration Statement on Form S-3 (File Number 33-14133) filed on October 15, 1996.) 4.4 Option to Purchase 20,000 Shares of Common Stock of Pollution Research and Control Corp. issued to Cynthia L. Gosselin; Option Agreement, dated as of June 1, 1996, between Pollution Research and Control Corp. and Cynthia L. Gosselin. (Incorporated herein by reference to Exhibit 10.125 to the Annual Report on Form 10-KSB for the year ended December 31, 1996.) 4.5 Option to Purchase 20,000 Shares of Common Stock of Pollution Research and Control Corp. issued to Margaret Jones; Option Agreement, dated as of June 1, 1996, between Pollution Research and Control Corp. and Margaret Jones. (Incorporated herein by reference to Exhibit 10.129 to the Annual Report on Form 10-KSB for the year ended December 31, 1996.) 4.6 Option to Purchase 20,000 Shares of Common Stock of Pollution Research and Control Corp. issued to Craig E. Gosselin; Option Agreement, dated as of June 1, 1996, between Pollution Research and Control Corp. and Craig E. Gosselin. (Incorporated herein by reference to Exhibit 10.123 to the Annual Report on Form 10-KSB for the year ended December 31, 1996.) 4.7 Option to Purchase 20,000 Shares of Common Stock of Pollution Research and Control Corp. issued to Marcia Smith; Option Agreement, dated as of June 1, 1996, between Pollution Research and Control Corp. and Marcia Smith. (Incorporated herein by reference to Exhibit 10.127 to the Annual Report on Form 10-KSB for the year ended December 31, 1996.) 4.8 Option to Purchase 20,000 Shares of Common Stock of Pollution Research and Control Corp. issued to Gary L. Dudley; Option Agreement, dated as of June 1, 1996, between Pollution Research and Control Corp. and Gary L. Dudley. (Incorporated herein by reference to Exhibit 10.121 to the Annual Report on Form 10-KSB for the year ended December 31, 1996.) 32 4.9 Option to Purchase 50,000 Shares of Common Stock of Pollution Research and Control Corp. dated as of April 30, 1997, issued to Jorel Management. (Incorporated herein by reference to Exhibit 10.150 to the Annual Report on Form 10-KSB for the year ended December 31, 1997.) 4.10* Option to Purchase 200,000 Shares of Common Stock of Pollution Research and Control Corp. issued to Phoenix Alliance, Inc.; Option Agreement, dated May 15, 1998, between Pollution Research and Control Corp. and Phoenix Alliance, Inc. 4.11 Option to Purchase 23,125 Shares of Common Stock of Pollution Research and Control Corp. issued to Phoenix Alliance, Inc.; Option Agreement, dated May 15, 1998, between Pollution Research and Control Corp. and Phoenix Alliance, Inc. (Incorporated herein by reference to Exhibit 10.165 to the Annual Report on Form 10-KSB for the year ended December 31, 1998.) 4.12 Option to Purchase 48,000 Shares of Common Stock of Pollution Research and Control Corp. issued to Mark S. Rose; Option Agreement, dated as of January 27, 1999, between Pollution Research and Control Corp. and Mark S. Rose. (Incorporated herein by reference to Exhibit 10.170 to the Annual Report on Form 10-KSB for the year ended December 31, 1998.) 4.13 Option to Purchase 5,000 Shares of Common Stock of Pollution Research and Control Corp. issued to Rosemary Althaus; Option Agreement, dated as of January 27, 1999, between Pollution Research and Control Corp. and Rosemary Althaus. (Incorporated herein by reference to Exhibit 10.172 to the Annual Report on Form 10-KSB for the year ended December 31, 1998.) 4.14 Investment Letter and Memorandum of Subscription/Purchase Agreement to purchase 6,666 units consisting of 6,666 shares of Common Stock and 6,666 warrants to purchase Common Stock, dated as of February 25, 1999, between Pollution Research and Control Corp. and Cynthia L. Gosselin. (Incorporated herein by reference to Exhibit 4.15 to the Registration Statement on Form S-3 (File Number 333-87965) filed on September 28, 1999.) 4.15 Investment Letter and Memorandum of Subscription/Purchase Agreement to purchase 9,333 units consisting of 9,333 shares of Common Stock and 9,333 warrants to purchase Common Stock, dated as of March 24, 1999, between Pollution Research and Control Corp. and Jennifer S. Jauregui. (Incorporated herein by reference to Exhibit 4.14 to the Registration Statement on Form S-3 (File Number 333-87965) filed on September 28, 1999.) 4.16 Warrant to Purchase 75,000 Shares of Common Stock of Pollution Research and Control Corp. issued to IIG Capital LLC; Warrant Agreement dated as of June 1, 1999, between Pollution Research and Control Corp. and IIG Capital LLC. (Incorporated herein by reference to Exhibit 10.196 to the Annual Report on Form 10-KSB for the year ended December 31, 1999.) 4.17 Warrant to Purchase 30,000 Shares of Common Stock of Pollution Research and Control Corp. issued to Astor Capital; Warrant Agreement dated as of June 1, 1999, between Pollution Research and Control Corp. and Astor Capital, Inc. (Incorporated herein by reference to Exhibit 10.197 to the Annual Report on Form 10-KSB for the year ended December 31, 1999.) 33 4.18 Warrant to Purchase 22,500 Shares of Common Stock of Pollution Research and Control Corp. issued to Spiga Limited; Warrant Agreement dated as of September 1, 1999, between Pollution Research and Control Corp. and Spiga Limited. (Incorporated herein by reference to Exhibit 10.198 to the Annual Report on Form 10-KSB for the year ended December 31, 1999.) 4.19 Warrant to Purchase 22,500 Shares of Common Stock of Pollution Research and Control Corp. issued to Spiga Limited; Warrant Agreement dated as of September 1, 1999, between Pollution Research and Control Corp. and Spiga Limited. (Incorporated herein by reference to Exhibit 10.200 to the Annual Report on Form 10-KSB for the year ended December 31, 1999.) 4.20 Warrant to Purchase 18,000 Shares of Common Stock of Pollution Research and Control Corp. issued to Astor Capital, Inc.; Warrant Agreement dated as of September 1, 1999, between Pollution Research and Control Corp. and Astor Capital, Inc. (Incorporated herein by reference to Exhibit 10.199 to the Annual Report on Form 10-KSB for the year ended December 31, 1999.) 4.21 Warrant to Purchase 25,000 Shares of Common Stock of Pollution Research and Control Corp. issued to Maria Molinsky; Warrant Agreement dated as of September 13, 1999, between Pollution Research and Control Corp. and Maria Molinsky. (Incorporated herein by reference to Exhibit 10.205 to the Annual Report on Form 10-KSB for the year ended December 31, 1999.) 4.22 Warrant to Purchase 25,000 Shares of Common Stock of Pollution Research and Control Corp. issued to IIG Capital LLC; Warrant Agreement dated as of December 1, 1999, between Pollution Research and Control Corp. and IIG Capital LLC. (Incorporated herein by reference to Exhibit 10.201 to the Annual Report on Form 10-KSB for the year ended December 31, 1999.) 4.23* Agreement for Sale of Shares of Common Stock dated February 23, 2000, between Pollution Research and Control Corp. and Britannica Associates Limited. 4.24 Warrant to Purchase 200,000 Shares of Common Stock of Pollution Research and Control Corp. issued to Brittanica Associates Limited; Warrant Agreement dated as of February 23, 2000, between Pollution Research and Control Corp. and Brittanica Associates Limited. (Incorporated herein by reference to Exhibit 10.211 to the Annual Report on Form 10-KSB for the year ended December 31, 1999.) 4.25 Warrant to Purchase 100,000 Shares of Common Stock of Pollution Research and Control Corp. issued to Brittanica Associates Limited; Warrant Agreement dated as of February 23, 2000, between Pollution Research and Control Corp. and Brittanica Associates Limited. (Incorporated herein by reference to Exhibit 10.212 to the Annual Report on Form 10-KSB for the year ended December 31, 1999.) 4.26 Warrant to Purchase 20,000 Shares of Common Stock of Pollution Research and Control Corp. issued to Astor Capital, Inc.; Warrant Agreement dated as of February 23, 2000, between Pollution Research and Control Corp. and Astor Capital, Inc. (Incorporated herein by reference to Exhibit 10.213 to the Annual Report on Form 10-KSB for the year ended December 31, 1999.) 34 4.27* Option to Purchase 25,000 Shares of Common Stock of Pollution Research and Control Corp. from February 25, 2000 Void After 5:00 P.M., Los Angeles Time, on February 25, 2002, of Anthony Reneau. 4.28* Option to Purchase 14,500 Shares of Common Stock of Pollution Research and Control Corp. from March 22, 2000 Void After 5:00 P.M., Los Angeles Time, on March 22, 2002, of Mike Hamdan. 4.29* Option to Purchase 14,500 Shares of Common Stock of Pollution Research and Control Corp. from March 22, 2000 Void After 5:00 P.M., Los Angeles Time, on March 22, 2002, of Paz Laroya. 4.30* Option to Purchase 10,000 Shares of Common Stock of Pollution Research and Control Corp. from March 22, 2000 Void After 5:00 P.M., Los Angeles Time, on March 22, 2002, of Robert Klein. 4.31 Warrant to Purchase 187,858 Shares of Common Stock of Pollution Research and Control Corp. issued to Ronald E. Patterson; Warrant Agreement dated as of March 31, 2000, between Pollution Research and Control Corp. and Ronald E. Patterson. (Incorporated herein by reference to Exhibit 10.218 to the Annual Report on Form 10-KSB for the year ended December 31, 1999.) 4.32 Warrant to Purchase 87,141 Shares of Common Stock of Pollution Research and Control Corp. issued to Phillip T. Huss; Warrant Agreement dated as of March 31, 2000, between Pollution Research and Control Corp. and Phillip T. Huss. (Incorporated herein by reference to Exhibit 10.217 to the Annual Report on Form 10-KSB for the year ended December 31, 1999.) 4.33 Warrant to Purchase 46,875 Shares of Common Stock of Pollution Research and Control Corp. issued to Lee Sion; Warrant Agreement dated as of March 31, 2000, between Pollution Research and Control Corp. and Lee Sion (Incorporated herein by reference to Exhibit 10.219 to the Annual Report on Form 10-KSB for the year ended December 31, 1999.) 4.34 Warrant to Purchase 33,333 Shares of Common Stock of Pollution Research and Control Corp. issued to Maria Molinsky; Warrant Agreement dated as of March 31, 2000, between Pollution Research and Control Corp. and Maria Molinsky. (Incorporated herein by reference to Exhibit 10.224 to the Annual Report on Form 10-KSB for the year ended December 31, 1999.) 4.35 Warrant to Purchase 25,000 Shares of Common Stock of Pollution Research and Control Corp. issued to Steven Sion; Warrant Agreement dated as of March 31, 2000, between Pollution Research and Control Corp. and Steven Sion. (Incorporated herein by reference to Exhibit 10.220 to the Annual Report on Form 10-KSB for the year ended December 31, 1999.) 4.36 Warrant to Purchase 25,000 Shares of Common Stock of Pollution Research and Control Corp. issued to William Richey; Warrant Agreement dated as of March 31, 2000, between Pollution Research and Control Corp. and William Richey. (Incorporated herein by reference to Exhibit 10.223 to the Annual Report on Form 10-KSB for the year ended December 31, 1999.) 4.37 Warrant to Purchase 14,000 Shares of Common Stock of Pollution Research and Control Corp. issued to Alan Talesnick; Warrant Agreement dated as of March 31, 2000, between Pollution Research and Control Corp. and Alan Talesnick. (Incorporated herein by reference to Exhibit 10.222 to the Annual Report on Form 10-KSB for the year ended December 31, 1999.) 35 4.38 Warrant to Purchase 10,000 Shares of Common Stock of Pollution Research and Control Corp. issued to Patricia Cudd; Warrant Agreement dated as of March 31, 2000, between Pollution Research and Control Corp. and Patricia Cudd. (Incorporated herein by reference to Exhibit 10.221 to the Annual Report on Form 10-KSB for the year ended December 31, 1999.) 4.39* Option to Purchase 24,000 Shares of Common Stock of Pollution Research and Control Corp. issued to Mark S. Rose; Option Agreement, dated as of May 27, 2000, between Pollution Research and Control Corp. and Mark S. Rose. 4.40* Option to Purchase 8,000 Shares of Common Stock of Pollution Research and Control Corp. issued to Clare F. Rose; Option Agreement, dated as of May 27, 2000, between Pollution Research and Control Corp. and Clare F. Rose. 4.41* Warrant to Purchase 100,000 Shares of Common Stock of Pollution Research and Control Corp. issued to Astor Capital, Inc.; Warrant Agreement dated as of June 6, 2000, between Pollution Research and Control Corp. and Astor Capital, Inc. 4.42* Option to Purchase 15,000 Shares of Common Stock of Pollution Research and Control Corp. issued to Delta Capital Partners; Option Agreement, dated as of June 7, 2000, between Pollution Research and Control Corp. and Delta Capital Partners. 4.43* Option to Purchase 8,000 Shares of Common Stock of Pollution Research and Control Corp. issued to Sean Rose; Option Agreement, dated as of June 17, 2000, between Pollution Research and Control Corp. and Sean Rose. 4.44* Option to Purchase 8,000 Shares of Common Stock of Pollution Research and Control Corp. issued to Sean Rose; Option Agreement, dated as of June 24, 2000, between Pollution Research and Control Corp. and Sean Rose. 4.45* Warrant to Purchase 250,000 Shares of Common Stock of Pollution Research and Control Corp. from October 20, 2000 Void after 5:00 P.M., Los Angeles Time, on October 20, 2003, issued to East West Network Group Co. 4.46 Investor Relations Agreement Made by and between Pollution Research and Control Corp. and East West Network Group dated October 20, 2000. 5.0* Opinion and Consent of Cudd & Associates. 23.1* Consent of Cudd & Associates (included in Exhibit 5.0 hereto). 23.2* Consent of A.J. Robbins, P.C., Certified Public Accountants and Consultants, independent auditors. ------------------ *Filed herewith. 36 EX-4.10 2 0002.txt OPTION TO PURCHASE Exhibit 4.10 THE OPTION REPRESENTED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THE OPTION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE AND THUS MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS REGISTERED UNDER THAT ACT AND REGISTERED OR QUALIFIED UNDER APPLICABLE SECURITIES LAW OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION IS AVAILABLE. OPTION TO PURCHASE 200,000 SHARES OF COMMON STOCK OF POLLUTION RESEARCH AND CONTROL CORP. FROM MAY 15, 1998 VOID AFTER 5:00 P.M., LOS ANGELES TIME, ON MAY 15, 2001 This certifies that Phoenix Alliance, Inc., or registered assigns, is entitled, subject to the terms set forth below, to purchase from Pollution Research and Control Corp., a California corporation (the "Company"), the above number of fully-paid and nonassessable shares of Common Stock of the Company ("Common Stock") at a purchase price of fifty-five cents ($.55) per share ("Purchase Price"). This Option is exercisable at any time to and including 5:00 p.m., Los Angeles time, on May 15, 2001. Registered Owner: Phoenix Alliance, Inc. Purchase Price: $.55 OPTION AGREEMENT This Option Agreement (the "Agreement") is made and entered into effective as of May 15, 1998 by and between Pollution Research and Control Corp., a California corporation ("PRCC") and Phoenix Alliance, Inc. ("Optionee"). WHEREAS, Optionee has been providing valuable services as recognized by the Company's Board of Directors to PRCC and PRCC is desirous of having Optionee continue to provide such services to it; and WHEREAS, PRCC is willing to grant Optionee an option to purchase up to an aggregate of 200,000 shares of the no par value common stock of PRCC (the "Common Stock") under the terms and conditions set forth below. NOW, THEREFORE, the parties agree as follows: 1. Grant of Option. PRCC hereby grants to Optionee, as a matter of separate agreement and not in lieu of other compensation for services, the right and option (the "Option") to purchase on the terms and conditions set forth in this Agreement all or any part of up to an aggregate of 200,000 shares of Common Stock (the "Option Shares"). 2. Option Price. At any time when shares of Common Stock are to be purchased pursuant to the Option, the purchase price for each Option share shall be fifty-five cents ($.55) ("Option Price"), and for purposes of record, the bid price of the Company's stock on this date was $.55. 3. Option Period. The option period shall commence on May 15, 1998 and shall terminate on May 15, 2001. 4. Exercise of Option. The Option may be exercised in whole or in part at any time after the date hereof by delivering to the Chief Financial Officer of PRCC (a) a Notice and Agreement of Exercise of Option, substantially in the form attached hereto as Exhibit "A," specifying the number of Option Shares with respect to which the Option is exercised, and (b) full payment of the Option Price for such Shares. 5. Securities Laws Requirements. The Option Shares have not been registered under the Securities Act of 1933, as amended (the "Act"), and no Shares may be sold, offered for sale, transferred, pledged, hypothecated or otherwise disposed of except in compliance with the Act and any other applicable federal and state securities laws. Additionally, the Option and the Option Shares have not been qualified under the California Securities Law of 1968, as amended (the "California Law"). PRCC has no obligation to register the Option Shares under the Act or qualify the Option Shares under the California Law. Optionee acknowledges that it is aware that Rule 144 of the General Rules and Regulations under the Act ("Rule 144") affords a limited exemption from registration for the public resale of registered securities and under the terms of Rule 144 as currently in effect, the Shares received by Optionee may be sold to the public without registration only after a period of two (2) years has elapsed from the exercise date of the Option and then only in compliance with all other requirements of Rule 144 and the Act. Optionee hereby acknowledges, represents, warrants and agrees as follows: (a) That the Option and the Option Shares are not registered under the Act or qualified under the California Law, and the Option Shares shall be acquired solely for the account of Optionee for investment purposes only and with no view to their resale or other distribution of any kind; (b) Neither the Option nor any Option Share shall be sold or otherwise distributed in violation of the Act, the California Law or any other applicable federal or state securities law; (c) Its overall commitment to investments that are not readily marketable is not disproportionate to its net worth, and its investment in PRCC will not cause such overall commitment to become excessive; (d) It has the financial ability to bear the economic risk of its investment, has adequate means of providing for its current needs and personal contingencies, and has no need for liquidity in its investment in PRCC; (e) It either: (i) has a preexisting personal or business relationship with PRCC or its officers, directors or controlling persons, or (ii) has evaluated the business of PRCC and the high risks of investing in PRCC, the competitive nature of the business in which PRCC is engaged, and has the business or financial experience or has business or financial advisors who are unaffiliated with, and not compensated by, PRCC and protect its interests in connection with the transaction; (f) It has been given the opportunity to review all books, records and documents of PRCC and to ask questions and receive answers from PRCC concerning PRCC's business, to obtain additional information necessary to verify the accuracy of the information it has desired in order to evaluate its investment, and to consult with such attorneys, accountants and other advisors as it has desired; (g) Its residence set forth below is its true and correct residence, and it has no present intention of becoming a resident or domiciliary of any other state of jurisdiction; (h) In making the decision to accept the Option and/or purchase the Option Shares, it has relied solely upon independent investigations made by or on behalf of it; (i) No federal or state agency has made any finding or determination as to the fairness of an investment in PRCC; and (j) It understands that all the representations and warranties made by it herein, and all information furnished by it to PRCC, is true, correct and complete in all respects. 6. Optionee hereby acknowledges that it understands the meaning and legal consequences of the representations, warranties and covenants contained herein and that PRCC has relied on the representations made by Optionee in paragraph 5 hereof in granting this Option, and Optionee agrees to indemnify and hold harmless PRCC and its officers, directors, controlling persons, attorneys, agents and employees from and against any and all loss, damage or liability, together with all costs and expenses (including attorneys' fees and disbursements) which any of them may incur by reason of any breach and any representation, warranty, covenant or agreement contained herein. All representations, warranties, covenants and agreements, and the indemnification contained herein, shall survive the grant of the Option and the issuance of the Option Shares by PRCC. 7. Legend on Certificates. All Option Shares issued pursuant to this Agreement shall be subject to the provisions of this Agreement and the certificates representing such Option Shares shall bear the following legend or language substantially equivalent thereto: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER FEDERAL OR STATE SECURITIES LAWS. THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS SO REGISTERED OR QUALIFIED OR UNLESS AN EXEMPTION EXISTS, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY." 8. Transferability of Option. The Option shall not be transferable except by the laws of descent and distribution and any attempt to do so shall void the Option. 9. Adjustment. The Option Price and the number and kind of Option Shares shall be subject to corresponding adjustment in the event of any change in the Common Stock by reason of any reclassification, recapitalization, split-up, combination, exchange of shares, readjustment or stock dividend, in like manner as if such Option Shares had been issued and outstanding, fully-paid and nonassessable at the time of such occurrence. 10. Privilege of Ownership. Optionee shall not have any of the rights of a shareholder with respect to the shares covered by the Option except to the extent that one or more certificates for such shares shall be delivered to it upon one (1) or more exercises of the Option. 11. Notices. Any notices required or permitted to be given under this Agreement shall be in writing and they shall be deemed to have been given upon personal delivery or two (2) business days after mailing the notice by postage, registered or certified mail. Such notice shall be addressed to the party to be notified as shown below: PRCC: POLLUTION RESEARCH AND CONTROL CORP. 506 Paula Avenue Glendale, CA 91201 Attn: President OPTIONEE: Phoenix Alliance, Inc. 22 Cedar Court Durango, CO 81301 Any party may change its address for purposes of this Section by giving the other party written notice of the new address in the manner set forth above. 12. General Provisions. This Agreement: (a) Contains the entire agreement between PRCC and Optionee regarding options of PRCC to Optionee and supersedes all prior communications, oral or written; (b) Shall not be construed to give Optionee any rights as to PRCC or the Common Stock, except as specifically provided herein; (c) May not be amended nor may any rights hereunder be waived except by an instrument in writing signed by the party sought to be charged with such amendment or waiver; (d) Shall be construed in accordance with, and governed by, the laws of the State of California; and (e) Shall be binding upon and shall inure to the benefit of PRCC and Optionee, and their respective successors and assigns, except that Optionee shall not have the right to assign or otherwise transfer its rights hereunder to any person. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. PRCC: POLLUTION RESEARCH AND CONTROL CORP., a California corporation By: /s/ Albert E. Gosselin ----------------------------------------- Albert E. Gosselin, Jr., President and Chief Executive Officer OPTIONEE: PHOENIX ALLIANCE, INC. By: /s/ Phillip T. Huss ----------------------------------------- Phillip T. Huss EXHIBIT A To Pollution Research and Control Corp. NOTICE AND AGREEMENT OF EXERCISE OF OPTION I hereby exercise the Option granted to me by POLLUTION RESEARCH AND CONTROL CORP., a California corporation ("PRCC"), dated as of ____________________ as to __________ shares of PRCC's no par value Common Stock. Enclosed are the documents and payment specified in Paragraph 4 of my Agreement regarding the Option. - ---------------------------------- ---------------------------------- (Print Your Name) Signature EX-4.23 3 0003.txt AGREEMENT FOR SALE OF SHARES Exhibit 4.23 AGREEMENT FOR SALE OF SHARES OF COMMON STOCK THIS AGREEMENT FOR SALE OF SHARES OF COMMON STOCK (hereafter referred to as the "Agreement") is made and entered into this 23rd day of February, 2000, by and between Pollution Research and Control Corp., a California corporation (hereafter referred to as the "Company"), with its address at 506 Paula Avenue, Glendale, California 91201, and Britannica Associates Limited, a British Virgin Islands corporation (hereinafter referred to as the "Purchaser"), whose address is 3rd Floor, Omar Hodge Building, Wickhams Cap, Road Town, Tortola, British Virgin Islands. RECITALS: WHEREAS, the Company, as the maker, has, contemporaneously with the execution of this Agreement, entered into that certain Convertible Debenture (herein referred to as the "Note") of even date herewith in the principal amount of $500,000, bearing interest at the rate of 12 per cent (12%) per annum, payable to the Purchaser, as the holder, on 2/23, 2001. WHEREAS, the Company desires, in consideration for and as an incentive to the Purchaser to make the loan described in the Note, to issue, sell and deliver to the Purchaser a total of 100,000 restricted shares of common stock, no par value per share (hereinafter referred to as the "Common Stock"), of the Company owned by the Company on the terms and subject to the conditions set forth herein. WHEREAS, the Purchaser desires to purchase and acquire 100,000 restricted shares of Common Stock from the Company on the terms and subject to the conditions set forth herein. NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants, agreements, representations and warranties contained herein, the parties hereto agree as follows: ARTICLE I SALE OF SHARES On the date hereof, as an incentive and in consideration for the Purchaser's making the loan to the Company described in the Note, the receipt and sufficiency of which consideration is hereby acknowledged, the Company hereby agrees to sell, convey and deliver 100,000 restricted shares (hereinafter referred to as the "Shares") of Common Stock owned by the Company to the Purchaser, and the Purchaser hereby agrees to purchase and acquire said Shares from the Company. ARTICLE II AGREEMENT SUBJECT TO PROMISSORY NOTE This Agreement is subject to, and entered into contemporaneously with, that certain Convertible Debenture of even date herewith in the principal amount of $500,000, bearing interest at the rate of 12 per cent (12%) per annum, payable to the Purchaser, as the holder, on 2/23, 2001, a copy of which is attached hereto and incorporated herein by this reference. ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY The Company hereby represents and warrants to the Purchaser as follows (it being acknowledged that the Purchaser is entering into this Agreement in material reliance upon each of the following representations and warranties, and that the truth and accuracy of each of which constitutes a condition precedent to the obligations of the Purchaser hereunder): 3.1 Authorization. The Company has full power, legal capacity and authority to enter into this Agreement, to execute all attendant documents and instruments necessary to consummate the transactions herein contemplated, to issue, sell and deliver the Shares to the Purchaser and to perform all of its obligations hereunder. This Agreement constitutes the legal, valid and binding obligation of the Company, and this Agreement is enforceable with respect to the Company in accordance with its terms. Neither the execution and delivery of this Agreement, nor the compliance with any of the provisions hereof, will (a) conflict with or result in a breach of, violation of or default under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, lease, credit agreement or other agreement, document, instrument or obligation to which the Company is a party or by which the Company or any of its assets or properties may be bound or (b) violate any judgment, order, injunction, decree, statute, rule or regulation applicable to the Company or the assets or properties of the Company. 3.2 Shares Unencumbered. Upon delivery by the Purchaser to the Company of the Consideration described in Article I hereinabove, the Company shall sell, convey and deliver the Shares to the Purchaser, free and clear of any lien, claim, charge or other encumbrance whatsoever. ARTICLE IV MISCELLANEOUS PROVISIONS 4.1 Parties in Interest. This Agreement shall be binding upon and inure to the benefit of the parties hereto, and the successors and assigns of each of them, but shall not confer, expressly or by implication, any rights or remedies upon any other party. 4.2 Governing Law. This Agreement is made and shall be governed in all respects, including validity, interpretation and effect, by the laws of the State of California and the United States. 4.3 Notices. All notices, requests or demands and other communications hereunder must be in writing and shall be deemed to have been duly made if personally delivered or mailed, postage prepaid, to the parties as follows: (a) If to the Company, to: Mr. Albert E. Gosselin, Jr., President Pollution Research and Control Corp. 506 Paula Avenue Glendale, California 91201 (b) If to the Purchaser, to: Mr. Tony Hurley, Vice President/Secretary Brittanica Associates Limited 3rd Floor, Omar Hodge Building Wickhams Cap, Road Town, Tortola British Virgin Islands Either party hereto may change its address by written notice to the other party given in accordance with this Section 4.3. 4.4 Entire Agreement. This Agreement contains the entire agreement between the parties and supersedes all prior agreements, understandings and writings between the parties with respect to the subject matter hereof. Each party hereto acknowledges that no representations, inducements, promises or agreements, oral or otherwise, have been made by any party, or anyone acting with authority on behalf of any party, which are not embodied herein, and that no other agreements, statement or promise may be relied upon or shall be valid or binding. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated orally. This Agreement may be amended or any term hereof may be changed, waived, discharged or terminated by an agreement in writing signed by each of the parties hereto. 4.5 Captions and Heading. The article and section headings throughout this Agreement are for convenience and reference only, and shall in no way be deemed to define, limit or add to the meaning of any provision of this Agreement. 4.6 Attorneys' Fees. In the event of any litigation between the parties hereto, the non-prevailing party shall pay the reasonable expenses, including the attorneys' fees, of the prevailing party in connection therewith. IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the day and year first above written. COMPANY: PURCHASER: POLLUTION RESEARCH AND BRITTANICA ASSOCIATES CONTROL CORP. LIMITED By: /s/ Albert E. Gosselin, Jr. By: /s/ Tony Hurley --------------------------------------- --------------------------- Albert E. Gosselin, Jr., President Tony Hurley, Vice President, Secretary EX-4.27 4 0004.txt OPTION TO PURCHASE SHARES Exhibit 4.27 THE OPTION REPRESENTED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THE OPTION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE AND THUS MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS REGISTERED UNDER THAT ACT AND REGISTERED OR QUALIFIED UNDER APPLICABLE SECURITIES LAW OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION IS AVAILABLE. OPTION TO PURCHASE 25,000 SHARES OF COMMON STOCK OF POLLUTION RESEARCH AND CONTROL CORP. FROM FEBRUARY 25, 1999 VOID AFTER 5:00 P.M., LOS ANGELES TIME, ON FEBRUARY 25, 2002 This certifies that Anthony Reneau, or registered assigns, is entitled, subject to the terms set forth below, to purchase from Pollution Research and Control Corp., a California corporation (the "Company"), the above number of fully-paid and nonassessable shares of Common Stock of the Company ("Common Stock") at a purchase price of $1.00 per share ("Purchase Price"). This Option is exercisable from February 25, 1999 to and including 5:00 p.m., Los Angeles time, on February 25, 2002. Registered Owner: Anthony Reneau Purchase Price: $1.00 per share OPTION AGREEMENT This Option Agreement (the "Agreement") is made and entered into effective as of February 25, 1999 by and between Pollution Research and Control Corp., a California corporation ("PRCC") and Anthony Reneau ("Optionee"). WHEREAS, Optionee has been providing valuable services as recognized by the Company's Board of Directors to PRCC and PRCC is desirous of having Optionee continue to provide such services to it; and WHEREAS, PRCC is willing to grant Optionee an option to purchase up to an aggregate of 25,000 shares of the no par value common stock of PRCC (the "Common Stock") under the terms and conditions set forth below. NOW, THEREFORE, the parties agree as follows: 1. Grant of Option. PRCC hereby grants to Optionee, as a matter of separate agreement and not in lieu of other compensation for services, the right and option (the "Option") to purchase on the terms and conditions set forth in this Agreement all or any part of up to an aggregate of 25,000 shares of Common Stock (the "Option Shares"), for continuous, uninterrupted, employment service to PRCC or by specific acknowledgement of exception by the Company's Board of Directors. 2. Option Price. At any time when shares of Common Stock are to be purchased pursuant to the Option, the purchase price for each Option Share shall be $1.00 ("Option Price"), and for purposes of record, the bid price of the Company's stock on this date was $1.38. 3. Option Period. The option period shall commence on February 25, 1999 (the "Date of Grant") and shall terminate on February 25, 2002. 4. Exercise of Option. The Option may be exercised in whole or in part at any time after the date hereof by delivering to the Chief Financial Officer of PRCC (a) a Notice and Agreement of Exercise of Option, substantially in the form attached hereto as Exhibit "A," specifying the number of Option Shares with respect to which the Option is exercised, and (b) full payment of the Option Price for such Shares. 5. Securities Laws Requirements. The Option Shares have not been registered under the Securities Act of 1933, as amended (the "Act"), and no Shares may be sold, offered for sale, transferred, pledged, hypothecated or otherwise disposed of except in compliance with the Act and any other applicable federal and state securities laws. Additionally, the Option and the Option Shares have not been qualified under the California Securities Law of 1968, as amended (the "California Law"). PRCC has no obligation to register the Option Shares under the Act or qualify the Option Shares under the California Law. Optionee acknowledges that he is aware that Rule 144 of the General Rules and Regulations under the Act ("Rule 144") affords a limited exemption from registration for the public resale of registered securities and under the terms of Rule 144 as currently in effect, the Shares received by Optionee may be sold to the public without registration only after a period of two (2) years has elapsed from the exercise date of the Option and then only in compliance with all other requirements of Rule 144 and the Act. Optionee hereby acknowledges, represents, warrants and agrees as follows: (a) That the Option and the Option Shares are not registered under the Act or qualified under the California Law, and the Option Shares shall be acquired solely for the account of Optionee for investment purposes only and with no view to their resale or other distribution of any kind; (b) Neither the Option nor any Option Share shall be sold or otherwise distributed in violation of the Act, the California Law or any other applicable federal or state securities law; (c) His overall commitment to investments that are not readily marketable is not disproportionate to his net worth, and his investment in PRCC will not cause such overall commitment to become excessive; (d) He has the financial ability to bear the economic risk of his investment, has adequate means of providing for his current needs and personal contingencies, and has no need for liquidity in his investment in PRCC; (e) He either: (i) has a preexisting personal or business relationship with PRCC or its officers, directors or controlling persons, or (ii) has evaluated the business of PRCC and the high risks of investing in PRCC, the competitive nature of the business in which PRCC is engaged, and has the business or financial experience or has business or financial advisors who are unaffiliated with, and not compensated by, PRCC and protect his interests in connection with the transaction; (f) He has been given the opportunity to review all books, records and documents of PRCC and to ask questions and receive answers from PRCC concerning PRCC's business, to obtain additional information necessary to verify the accuracy of the information he has desired in order to evaluate his investment, and to consult with such attorneys, accountants and other advisors as he has desired; (g) His residence set forth below is his true and correct residence, and he has no present intention of becoming a resident or domiciliary of any other state of jurisdiction; (h) In making the decision to accept the Option and/or purchase the Option Shares, he has relied solely upon independent investigations made by or on behalf of him; (i) No federal or state agency has made any finding or determination as to the fairness of an investment in PRCC; and (j) He understands that all the representations and warranties made by him herein, and all information furnished by him to PRCC, is true, correct and complete in all respects. 6. Optionee hereby acknowledges that he understands the meaning and legal consequences of the representations, warranties and covenants contained herein and that PRCC has relied on the representations made by Optionee in paragraph 5 hereof in granting this Option, and Optionee agrees to indemnify and hold harmless PRCC and its officers, directors, controlling persons, attorneys, agents and employees from and against any and all loss, damage or liability, together with all costs and expenses (including attorneys' fees and disbursements) which any of them may incur by reason of any breach and any representation, warranty, covenant or agreement contained herein. All representations, warranties, covenants and agreements, and the indemnification contained herein, shall survive the grant of the Option and the issuance of the Option Shares by PRCC. 7. Legend on Certificates. All Option Shares issued pursuant to this Agreement shall be subject to the provisions of this Agreement and the certificates representing such Option Shares shall bear the following legend or language substantially equivalent thereto: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER FEDERAL OR STATE SECURITIES LAWS. THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS SO REGISTERED OR QUALIFIED OR UNLESS AN EXEMPTION EXISTS, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY." 8. Transferability of Option. The Option shall not be transferable except by the laws of descent and distribution and any attempt to do so shall void the Option. 9. Adjustment. The Option Price and the number and kind of Option Shares shall be subject to corresponding adjustment in the event of any change in the Common Stock by reason of any reclassification, recapitalization, split-up, combination, exchange of shares, readjustment or stock dividend, in like manner as if such Option Shares had been issued and outstanding, fully-paid and nonassessable at the time of such occurrence. 10. Privilege of Ownership. Optionee shall not have any of the rights of a shareholder with respect to the shares covered by the Option except to the extent that one or more certificates for such shares shall be delivered to him upon one (1) or more exercises of the Option. 11. Notices. Any notices required or permitted to be given under this Agreement shall be in writing and they shall be deemed to have been given upon personal delivery or two (2) business days after mailing the notice by postage, registered or certified mail. Such notice shall be addressed to the party to be notified as shown below: PRCC: POLLUTION RESEARCH AND CONTROL CORP. 506 Paula Avenue Glendale, CA 91201 Attn: President OPTIONEE: Anthony Reneau 506 Paula Avenue Glendale, CA 91201 Any party may change its or his address for purposes of this Section by giving the other party written notice of the new address in the manner set forth above. 12. General Provisions. This Agreement: (a) Contains the entire agreement between PRCC and Optionee regarding options of PRCC to Optionee and supersedes all prior communications, oral or written; (b) Shall not be construed to give Optionee any rights as to PRCC or the Common Stock, except as specifically provided herein; (c) May not be amended nor may any rights hereunder be waived except by an instrument in writing signed by the party sought to be charged with such amendment or waiver; (d) Shall be construed in accordance with, and governed by, the laws of the State of California; and (e) Shall be binding upon and shall inure to the benefit of PRCC and Optionee, and their respective successors and assigns, except that Optionee shall not have the right to assign or otherwise transfer his rights hereunder to any person. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. PRCC: POLLUTION RESEARCH AND CONTROL CORP., a California corporation By: /s/ Albert E. Gosselin ---------------------------------------- Albert E. Gosselin, Jr., President and Chief Executive Officer OPTIONEE: By: /s/ Anthony Reneau ----------------------------------------- Anthony Reneau EXHIBIT A To Pollution Research and Control Corp. NOTICE AND AGREEMENT OF EXERCISE OF OPTION I hereby exercise the Option granted to me by POLLUTION RESEARCH AND CONTROL CORP., a California corporation ("PRCC"), dated as of ____________________ as to __________ shares of PRCC's no par value Common Stock. Enclosed are the documents and payment specified in Paragraph 4 of my Agreement regarding the Option. - ---------------------------------- ---------------------------------- (Print Your Name) Signature EX-4.28 5 0005.txt OPTION TO PURCHASE Exhibit 4.28 THE OPTION REPRESENTED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THE OPTION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE AND THUS MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS REGISTERED UNDER THAT ACT AND REGISTERED OR QUALIFIED UNDER APPLICABLE SECURITIES LAW OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION IS AVAILABLE. OPTION TO PURCHASE 14,500 SHARES OF COMMON STOCK OF POLLUTION RESEARCH AND CONTROL CORP. FROM MARCH 22, 2000 VOID AFTER 5:00 P.M., LOS ANGELES TIME, ON MARCH 22, 2002 This certifies that Mike Hamdan, or registered assigns, is entitled, subject to the terms set forth below, to purchase from Pollution Research and Control Corp., a California corporation (the "Company"), the above number of fully-paid and nonassessable shares of Common Stock of the Company ("Common Stock") at a purchase price of $1.38 per share ("Purchase Price"). This Option is exercisable from March 22, 2000 to and including 5:00 p.m., Los Angeles time, on March 22, 2002. Registered Owner: Mike Hamdan Purchase Price: $1.38 per share OPTION AGREEMENT This Option Agreement (the "Agreement") is made and entered into effective as of March 22, 1999 by and between Pollution Research and Control Corp., a California corporation ("PRCC"), and Mike Hamden ("Optionee"). WHEREAS, Optionee has been providing valuable services as recognized by the Company's Board of Directors to PRCC and PRCC is desirous of having Optionee continue to provide such services to it; and WHEREAS, PRCC is willing to grant Optionee an option to purchase up to an aggregate of 14,500 shares of the no par value common stock of PRCC (the "Common Stock") under the terms and conditions set forth below. NOW, THEREFORE, the parties agree as follows: 1. Grant of Option. PRCC hereby grants to Optionee, as a matter of separate agreement and not in lieu of other compensation for services, the right and option (the "Option") to purchase on the terms and conditions set forth in this Agreement all or any part of up to an aggregate of 14,500 shares of Common Stock (the "Option Shares"), for continuous, uninterrupted, employment service to PRCC or by specific acknowledgement of exception by the Company's Board of Directors. 2. Option Price. At any time when shares of Common Stock are to be purchased pursuant to the Option, the purchase price for each Option Share shall be $1.38 ("Option Price"), and for purposes of record, the bid price of the Company's stock on this date was $1.25. 3. Option Period. The option period shall commence on March 22, 2000 (the "Date of Grant") and shall terminate March 22, 2002. 4. Exercise of Option. The Option may be exercised in whole or in part at any time after the date hereof by delivering to the Chief Financial Officer of PRCC (a) a Notice and Agreement of Exercise of Option, substantially in the form attached hereto as Exhibit "A," specifying the number of Option Shares with respect to which the Option is exercised, and (b) full payment of the Option Price for such Shares. 5. Securities Laws Requirements. The Option Shares have not been registered under the Securities Act of 1933, as amended (the "Act"), and no Shares may be sold, offered for sale, transferred, pledged, hypothecated or otherwise disposed of except in compliance with the Act and any other applicable federal and state securities laws. Additionally, the Option and the Option Shares have not been qualified under the California Securities Law of 1968, as amended (the "California Law"). PRCC has no obligation to register the Option Shares under the Act or qualify the Option Shares under the California Law. Optionee acknowledges that he is aware that Rule 144 of the General Rules and Regulations under the Act ("Rule 144") affords a limited exemption from registration for the public resale of registered securities and under the terms of Rule 144 as currently in effect, the Shares received by Optionee may be sold to the public without registration only after a period of two (2) years has elapsed from the exercise date of the Option and then only in compliance with all other requirements of Rule 144 and the Act. Optionee hereby acknowledges, represents, warrants and agrees as follows: (a) That the Option and the Option Shares are not registered under the Act or qualified under the California Law, and the Option Shares shall be acquired solely for the account of Optionee for investment purposes only and with no view to their resale or other distribution of any kind; (b) Neither the Option nor any Option Share shall be sold or otherwise distributed in violation of the Act, the California Law or any other applicable federal or state securities law; (c) His overall commitment to investments that are not readily marketable is not disproportionate to his net worth, and his investment in PRCC will not cause such overall commitment to become excessive; (d) He has the financial ability to bear the economic risk of his investment, has adequate means of providing for his current needs and personal contingencies, and has no need for liquidity in his investment in PRCC; (e) He either: (i) has a preexisting personal or business relationship with PRCC or its officers, directors or controlling persons, or (ii) has evaluated the business of PRCC and the high risks of investing in PRCC, the competitive nature of the business in which PRCC is engaged, and has the business or financial experience or has business or financial advisors who are unaffiliated with, and not compensated by, PRCC and protect his interests in connection with the transaction; (f) He has been given the opportunity to review all books, records and documents of PRCC and to ask questions and receive answers from PRCC concerning PRCC's business, to obtain additional information necessary to verify the accuracy of the information he has desired in order to evaluate his investment, and to consult with such attorneys, accountants and other advisors as he has desired; (g) His residence set forth below is his true and correct residence, and he has no present intention of becoming a resident or domiciliary of any other state or jurisdiction; (h) In making the decision to accept the Option and/or purchase the Option Shares, he has relied solely upon independent investigations made by or on behalf of him; (i) No federal or state agency has made any finding or determination as to the fairness of an investment in PRCC; and (j) He understands that all the representations and warranties made by him herein, and all information furnished by him to PRCC, is true, correct and complete in all respects. 6. Optionee hereby acknowledges that he understands the meaning and legal consequences of the representations, warranties and covenants contained herein and that PRCC has relied on the representations made by Optionee in paragraph 5 hereof in granting this Option, and Optionee agrees to indemnify and hold harmless PRCC and its officers, directors, controlling persons, attorneys, agents and employees from and against any and all loss, damage or liability, together with all costs and expenses (including attorneys' fees and disbursements) which any of them may incur by reason of any breach and any representation, warranty, covenant or agreement contained herein. All representations, warranties, covenants and agreements, and the indemnification contained herein shall survive the grant of the Option and the issuance of the Option Shares by PRCC. 7. Legend on Certificates. All Option Shares issued pursuant to this Agreement shall be subject to the provisions of this Agreement and the certificates representing such Option Shares shall bear the following legend or language substantially equivalent thereto: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER FEDERAL OR STATE SECURITIES LAWS. THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS SO REGISTERED OR QUALIFIED OR UNLESS AN EXEMPTION EXISTS, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY." 8. Transferability of Option. The Option shall not be transferable except by the laws of descent and distribution and any attempt to do so shall void the Option. 9. Adjustment. The Option Price and the number and kind of Option Shares shall be subject to corresponding adjustment in the event of any change in the Common Stock by reason of any reclassification, recapitalization, split-up, combination, exchange of shares, readjustment or stock dividend, in like manner as if such Option Shares had been issued and outstanding, fully-paid and nonassessable at the time of such occurrence. 10. Privilege of Ownership. Optionee shall not have any of the rights of a shareholder with respect to the shares covered by the Option except to the extent that one or more certificates for such shares shall be delivered to him upon one (1) or more exercises of the Option. 11. Notices. Any notices required or permitted to be given under this Agreement shall be in writing and they shall be deemed to have been given upon personal delivery or two (2) business days after mailing the notice by postage, registered or certified mail. Such notice shall be addressed to the party to be notified as shown below: PRCC: POLLUTION RESEARCH AND CONTROL CORP. 506 Paula Avenue Glendale, CA 91201 Attn: President OPTIONEE: Mike Hamdan 506 Paula Avenue Glendale, CA 91201 Any party may change its or his address for purposes of this Section by giving the other party written notice of the new address in the manner set forth above. 12. General Provisions. This Agreement: (a) Contains the entire agreement between PRCC and Optionee regarding options of PRCC to Optionee and supersedes all prior communications, oral or written; (b) Shall not be construed to give Optionee any rights as to PRCC or the Common Stock, except as specifically provided herein; (c) May not be amended nor may any rights hereunder be waived except by an instrument in writing signed by the party sought to be charged with such amendment or waiver; (d) Shall be construed in accordance with, and governed by, the laws of the State of California; and (e) Shall be binding upon and shall inure to the benefit of PRCC and Optionee, and their respective successors and assigns, except that Optionee shall not have the right to assign or otherwise transfer his rights hereunder to any person. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. PRCC: POLLUTION RESEARCH AND CONTROL CORP., a California corporation By: /s/ Albert E. Gosselin ----------------------------------------- Albert E. Gosselin, Jr., President and Chief Executive Officer OPTIONEE: By: /s/ Mike Hamdan ----------------------------------------- Mike Hamdan EXHIBIT A To Pollution Research and Control Corp. NOTICE AND AGREEMENT OF EXERCISE OF OPTION I hereby exercise the Option granted to me by POLLUTION RESEARCH AND CONTROL CORP., a California corporation ("PRCC"), dated as of ____________________ as to __________ shares of PRCC's no par value Common Stock. Enclosed are the documents and payment specified in Paragraph 4 of my Agreement regarding the Option. - ---------------------------------- ---------------------------------- (Print Your Name) Signature EX-4.29 6 0006.txt OPTION TO PURCHASE Exhibit 4.29 THE OPTION REPRESENTED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THE OPTION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE AND THUS MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS REGISTERED UNDER THAT ACT AND REGISTERED OR QUALIFIED UNDER APPLICABLE SECURITIES LAW OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION IS AVAILABLE. OPTION TO PURCHASE 14,500 SHARES OF COMMON STOCK OF POLLUTION RESEARCH AND CONTROL CORP. FROM MARCH 22, 2000 VOID AFTER 5:00 P.M., LOS ANGELES TIME, ON MARCH 22, 2002 This certifies that Paz Laroya, or registered assigns, is entitled, subject to the terms set forth below, to purchase from Pollution Research and Control Corp., a California corporation (the "Company"), the above number of fully-paid and nonassessable shares of Common Stock of the Company ("Common Stock") at a purchase price of $1.38 per share ("Purchase Price"). This Option is exercisable from March 22, 2000 to and including 5:00 p.m., Los Angeles time, on March 22, 2002. Registered Owner: Paz Laroya Purchase Price: $1.38 per share OPTION AGREEMENT This Option Agreement (the "Agreement") is made and entered into effective as of March 22, 1999 by and between Pollution Research and Control Corp., a California corporation ("PRCC"), and Paz Laroya ("Optionee"). WHEREAS, Optionee has been providing valuable services as recognized by the Company's Board of Directors to PRCC and PRCC is desirous of having Optionee continue to provide such services to it; and WHEREAS, PRCC is willing to grant Optionee an option to purchase up to an aggregate of 14,500 shares of the no par value common stock of PRCC (the "Common Stock") under the terms and conditions set forth below. NOW, THEREFORE, the parties agree as follows: 1. Grant of Option. PRCC hereby grants to Optionee, as a matter of separate agreement and not in lieu of other compensation for services, the right and option (the "Option") to purchase on the terms and conditions set forth in this Agreement all or any part of up to an aggregate of 14,500 shares of Common Stock (the "Option Shares"), for continuous, uninterrupted, employment service to PRCC or by specific acknowledgement of exception by the Company's Board of Directors. 2. Option Price. At any time when shares of Common Stock are to be purchased pursuant to the Option, the purchase price for each Option Share shall be $1.38 ("Option Price"), and for purposes of record, the bid price of the Company's stock on this date was $1.25. 3. Option Period. The option period shall commence on March 22, 2000 (the "Date of Grant") and shall terminate March 22, 2002. 4. Exercise of Option. The Option may be exercised in whole or in part at any time after the date hereof by delivering to the Chief Financial Officer of PRCC (a) a Notice and Agreement of Exercise of Option, substantially in the form attached hereto as Exhibit "A," specifying the number of Option Shares with respect to which the Option is exercised, and (b) full payment of the Option Price for such Shares. 5. Securities Laws Requirements. The Option Shares have not been registered under the Securities Act of 1933, as amended (the "Act"), and no Shares may be sold, offered for sale, transferred, pledged, hypothecated or otherwise disposed of except in compliance with the Act and any other applicable federal and state securities laws. Additionally, the Option and the Option Shares have not been qualified under the California Securities Law of 1968, as amended (the "California Law"). PRCC has no obligation to register the Option Shares under the Act or qualify the Option Shares under the California Law. Optionee acknowledges that she is aware that Rule 144 of the General Rules and Regulations under the Act ("Rule 144") affords a limited exemption from registration for the public resale of registered securities and under the terms of Rule 144 as currently in effect, the Shares received by Optionee may be sold to the public without registration only after a period of two (2) years has elapsed from the exercise date of the Option and then only in compliance with all other requirements of Rule 144 and the Act. Optionee hereby acknowledges, represents, warrants and agrees as follows: (a) That the Option and the Option Shares are not registered under the Act or qualified under the California Law, and the Option Shares shall be acquired solely for the account of Optionee for investment purposes only and with no view to their resale or other distribution of any kind; (b) Neither the Option nor any Option Share shall be sold or otherwise distributed in violation of the Act, the California Law or any other applicable federal or state securities law; (c) Her overall commitment to investments that are not readily marketable is not disproportionate to her net worth, and her investment in PRCC will not cause such overall commitment to become excessive; (d) She has the financial ability to bear the economic risk of her investment, has adequate means of providing for her current needs and personal contingencies, and has no need for liquidity in her investment in PRCC; (e) She either: (i) has a preexisting personal or business relationship with PRCC or its officers, directors or controlling persons, or (ii) has evaluated the business of PRCC and the high risks of investing in PRCC, the competitive nature of the business in which PRCC is engaged, and has the business or financial experience or has business or financial advisors who are unaffiliated with, and not compensated by, PRCC and protect her interests in connection with the transaction; (f) She has been given the opportunity to review all books, records and documents of PRCC and to ask questions and receive answers from PRCC concerning PRCC's business, to obtain additional information necessary to verify the accuracy of the information she has desired in order to evaluate her investment, and to consult with such attorneys, accountants and other advisors as she has desired; (g) Her residence set forth below is her true and correct residence, and she has no present intention of becoming a resident or domiciliary of any other state or jurisdiction; (h) In making the decision to accept the Option and/or purchase the Option Shares, she has relied solely upon independent investigations made by or on behalf of her; (i) No federal or state agency has made any finding or determination as to the fairness of an investment in PRCC; and (j) She understands that all the representations and warranties made by her herein, and all information furnished by her to PRCC, is true, correct and complete in all respects. 6. Optionee hereby acknowledges that she understands the meaning and legal consequences of the representations, warranties and covenants contained herein and that PRCC has relied on the representations made by Optionee in paragraph 5 hereof in granting this Option, and Optionee agrees to indemnify and hold harmless PRCC and its officers, directors, controlling persons, attorneys, agents and employees from and against any and all loss, damage or liability, together with all costs and expenses (including attorneys' fees and disbursements) which any of them may incur by reason of any breach and any representation, warranty, covenant or agreement contained herein. All representations, warranties, covenants and agreements, and the indemnification contained herein, shall survive the grant of the Option and the issuance of the Option Shares by PRCC. 7. Legend on Certificates. All Option Shares issued pursuant to this Agreement shall be subject to the provisions of this Agreement and the certificates representing such Option Shares shall bear the following legend or language substantially equivalent thereto: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER FEDERAL OR STATE SECURITIES LAWS. THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS SO REGISTERED OR QUALIFIED OR UNLESS AN EXEMPTION EXISTS, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY." 8. Transferability of Option. The Option shall not be transferable except by the laws of descent and distribution and any attempt to do so shall void the Option. 9. Adjustment. The Option Price and the number and kind of Option Shares shall be subject to corresponding adjustment in the event of any change in the Common Stock by reason of any reclassification, recapitalization, split-up, combination, exchange of shares, readjustment or stock dividend, in like manner as if such Option Shares had been issued and outstanding, fully-paid and nonassessable at the time of such occurrence. 10. Privilege of Ownership. Optionee shall not have any of the rights of a shareholder with respect to the shares covered by the Option except to the extent that one or more certificates for such shares shall be delivered to her upon one (1) or more exercises of the Option. 11. Notices. Any notices required or permitted to be given under this Agreement shall be in writing and they shall be deemed to have been given upon personal delivery or two (2) business days after mailing the notice by postage, registered or certified mail. Such notice shall be addressed to the party to be notified as shown below: PRCC: POLLUTION RESEARCH AND CONTROL CORP. 506 Paula Avenue Glendale, CA 91201 Attn: President OPTIONEE: Paz Laroya 506 Paula Avenue Glendale, CA 91201 Any party may change its or her address for purposes of this Section by giving the other party written notice of the new address in the manner set forth above. 12. General Provisions. This Agreement: (a) Contains the entire agreement between PRCC and Optionee regarding options of PRCC to Optionee and supersedes all prior communications, oral or written; (b) Shall not be construed to give Optionee any rights as to PRCC or the Common Stock, except as specifically provided herein; (c) May not be amended nor may any rights hereunder be waived except by an instrument in writing signed by the party sought to be charged with such amendment or waiver; (d) Shall be construed in accordance with, and governed by, the laws of the State of California; and (e) Shall be binding upon and shall inure to the benefit of PRCC and Optionee, and their respective successors and assigns, except that Optionee shall not have the right to assign or otherwise transfer her rights hereunder to any person. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. PRCC: POLLUTION RESEARCH AND CONTROL CORP., a California corporation By: /s/ Albert E. Gosselin ----------------------------------------- Albert E. Gosselin, Jr., President and Chief Executive Officer OPTIONEE: By: /s/ Paz Laroya ----------------------------------------- Paz Laroya EXHIBIT A To Pollution Research and Control Corp. NOTICE AND AGREEMENT OF EXERCISE OF OPTION I hereby exercise the Option granted to me by POLLUTION RESEARCH AND CONTROL CORP., a California corporation ("PRCC"), dated as of ____________________ as to __________ shares of PRCC's no par value Common Stock. Enclosed are the documents and payment specified in Paragraph 4 of my Agreement regarding the Option. - ---------------------------------- ---------------------------------- (Print Your Name) Signature EX-4.30 7 0007.txt OPTION TO PURCHASE Exhibit 4.30 THE OPTION REPRESENTED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THE OPTION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE AND THUS MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS REGISTERED UNDER THAT ACT AND REGISTERED OR QUALIFIED UNDER APPLICABLE SECURITIES LAW OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION IS AVAILABLE. OPTION TO PURCHASE 10,000 SHARES OF COMMON STOCK OF POLLUTION RESEARCH AND CONTROL CORP. FROM MARCH 22, 2000 VOID AFTER 5:00 P.M., LOS ANGELES TIME, ON MARCH 22, 2002 This certifies that Robert Klein, or registered assigns, is entitled, subject to the terms set forth below, to purchase from Pollution Research and Control Corp., a California corporation (the "Company"), the above number of fully-paid and nonassessable shares of Common Stock of the Company ("Common Stock") at a purchase price of $1.38 per share ("Purchase Price"). This Option is exercisable from March 22, 2000 to and including 5:00 p.m., Los Angeles time, on March 22, 2002. Registered Owner: Robert Klein Purchase Price: $1.38 per share OPTION AGREEMENT This Option Agreement (the "Agreement") is made and entered into effective as of March 22, 1999 by and between Pollution Research and Control Corp., a California corporation ("PRCC"), and Robert Klein ("Optionee"). WHEREAS, Optionee has been providing valuable services as recognized by the Company's Board of Directors to PRCC and PRCC is desirous of having Optionee continue to provide such services to it; and WHEREAS, PRCC is willing to grant Optionee an option to purchase up to an aggregate of 10,000 shares of the no par value common stock of PRCC (the "Common Stock") under the terms and conditions set forth below. NOW, THEREFORE, the parties agree as follows: 1. Grant of Option. PRCC hereby grants to Optionee, as a matter of separate agreement and not in lieu of other compensation for services, the right and option (the "Option") to purchase on the terms and conditions set forth in this Agreement all or any part of up to an aggregate of 10,000 shares of Common Stock (the "Option Shares"), for continuous, uninterrupted, employment service to PRCC or by specific acknowledgement of exception by the Company's Board of Directors. 2. Option Price. At any time when shares of Common Stock are to be purchased pursuant to the Option, the purchase price for each Option Share shall be $1.38 ("Option Price"), and for purposes of record, the bid price of the Company's stock on this date was $1.25. 3. Option Period. The option period shall commence on March 22, 2000 (the "Date of Grant") and shall terminate March 22, 2002. 4. Exercise of Option. The Option may be exercised in whole or in part at any time after the date hereof by delivering to the Chief Financial Officer of PRCC (a) a Notice and Agreement of Exercise of Option, substantially in the form attached hereto as Exhibit "A," specifying the number of Option Shares with respect to which the Option is exercised, and (b) full payment of the Option Price for such Shares. 5. Securities Laws Requirements. The Option Shares have not been registered under the Securities Act of 1933, as amended (the "Act"), and no Shares may be sold, offered for sale, transferred, pledged, hypothecated or otherwise disposed of except in compliance with the Act and any other applicable federal and state securities laws. Additionally, the Option and the Option Shares have not been qualified under the California Securities Law of 1968, as amended (the "California Law"). PRCC has no obligation to register the Option Shares under the Act or qualify the Option Shares under the California Law. Optionee acknowledges that he is aware that Rule 144 of the General Rules and Regulations under the Act ("Rule 144") affords a limited exemption from registration for the public resale of registered securities and under the terms of Rule 144 as currently in effect, the Shares received by Optionee may be sold to the public without registration only after a period of two (2) years has elapsed from the exercise date of the Option and then only in compliance with all other requirements of Rule 144 and the Act. Optionee hereby acknowledges, represents, warrants and agrees as follows: (a) That the Option and the Option Shares are not registered under the Act or qualified under the California Law, and the Option Shares shall be acquired solely for the account of Optionee for investment purposes only and with no view to their resale or other distribution of any kind; (b) Neither the Option nor any Option Share shall be sold or otherwise distributed in violation of the Act, the California Law or any other applicable federal or state securities law; (c) His overall commitment to investments that are not readily marketable is not disproportionate to his net worth, and his investment in PRCC will not cause such overall commitment to become excessive; (d) He has the financial ability to bear the economic risk of his investment, has adequate means of providing for his current needs and personal contingencies, and has no need for liquidity in his investment in PRCC; (e) He either: (i) has a preexisting personal or business relationship with PRCC or its officers, directors or controlling persons, or (ii) has evaluated the business of PRCC and the high risks of investing in PRCC, the competitive nature of the business in which PRCC is engaged, and has the business or financial experience or has business or financial advisors who are unaffiliated with, and not compensated by, PRCC and protect his interests in connection with the transaction; (f) He has been given the opportunity to review all books, records and documents of PRCC and to ask questions and receive answers from PRCC concerning PRCC's business, to obtain additional information necessary to verify the accuracy of the information he has desired in order to evaluate his investment, and to consult with such attorneys, accountants and other advisors as he has desired; (g) His residence set forth below is his true and correct residence, and he has no present intention of becoming a resident or domiciliary of any other state or jurisdiction; (h) In making the decision to accept the Option and/or purchase the Option Shares, he has relied solely upon independent investigations made by or on behalf of him; (i) No federal or state agency has made any finding or determination as to the fairness of an investment in PRCC; and (j) He understands that all the representations and warranties made by him herein, and all information furnished by him to PRCC, is true, correct and complete in all respects. 6. Optionee hereby acknowledges that he understands the meaning and legal consequences of the representations, warranties and covenants contained herein and that PRCC has relied on the representations made by Optionee in paragraph 5 hereof in granting this Option, and Optionee agrees to indemnify and hold harmless PRCC and its officers, directors, controlling persons, attorneys, agents and employees from and against any and all loss, damage or liability, together with all costs and expenses (including attorneys' fees and disbursements) which any of them may incur by reason of any breach and any representation, warranty, covenant or agreement contained herein. All representations, warranties, covenants and agreements, and the indemnification contained herein, shall survive the grant of the Option and the issuance of the Option Shares by PRCC. 7. Legend on Certificates. All Option Shares issued pursuant to this Agreement shall be subject to the provisions of this Agreement and the certificates representing such Option Shares shall bear the following legend or language substantially equivalent thereto: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER FEDERAL OR STATE SECURITIES LAWS. THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS SO REGISTERED OR QUALIFIED OR UNLESS AN EXEMPTION EXISTS, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY." 8. Transferability of Option. The Option shall not be transferable except by the laws of descent and distribution and any attempt to do so shall void the Option. 9. Adjustment. The Option Price and the number and kind of Option Shares shall be subject to corresponding adjustment in the event of any change in the Common Stock by reason of any reclassification, recapitalization, split-up, combination, exchange of shares, readjustment or stock dividend, in like manner as if such Option Shares had been issued and outstanding, fully-paid and nonassessable at the time of such occurrence. 10. Privilege of Ownership. Optionee shall not have any of the rights of a shareholder with respect to the shares covered by the Option except to the extent that one or more certificates for such Shares shall be delivered to him upon one (1) or more exercises of the Option. 11. Notices. Any notices required or permitted to be given under this Agreement shall be in writing and they shall be deemed to have been given upon personal delivery or two (2) business days after mailing the notice by postage, registered or certified mail. Such notice shall be addressed to the party to be notified as shown below: PRCC: POLLUTION RESEARCH AND CONTROL CORP. 506 Paula Avenue Glendale, CA 91201 Attn: President OPTIONEE: Robert Klein 506 Paula Avenue Glendale, CA 91201 Any party may change its or his address for purposes of this Section by giving the other party written notice of the new address in the manner set forth above. 12. General Provisions. This Agreement: (a) Contains the entire agreement between PRCC and Optionee regarding options of PRCC to Optionee and supersedes all prior communications, oral or written; (b) Shall not be construed to give Optionee any rights as to PRCC or the Common Stock, except as specifically provided herein; (c) May not be amended nor may any rights hereunder be waived except by an instrument in writing signed by the party sought to be charged with such amendment or waiver; (d) Shall be construed in accordance with, and governed by, the laws of the State of California; and (e) Shall be binding upon and shall inure to the benefit of PRCC and Optionee, and their respective successors and assigns, except that Optionee shall not have the right to assign or otherwise transfer his rights hereunder to any person. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. PRCC: POLLUTION RESEARCH AND CONTROL CORP., a California corporation By: /s/ Albert E. Gosselin ---------------------------------------- Albert E. Gosselin, Jr., President and Chief Executive Officer OPTIONEE: By: /s/ Robert Klein ---------------------------------------- Robert Klein EXHIBIT A To Pollution Research and Control Corp. NOTICE AND AGREEMENT OF EXERCISE OF OPTION I hereby exercise the Option granted to me by POLLUTION RESEARCH AND CONTROL CORP., a California corporation ("PRCC"), dated as of ____________________ as to __________ shares of PRCC's no par value Common Stock. Enclosed are the documents and payment specified in Paragraph 4 of my Agreement regarding the Option. - ---------------------------------- ---------------------------------- (Print Your Name) Signature EX-4.39 8 0008.txt OPTION TO PURCHASE Exhibit 4.39 THE OPTION REPRESENTED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THE OPTION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE AND THUS MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS REGISTERED UNDER THAT ACT AND REGISTERED OR QUALIFIED UNDER APPLICABLE SECURITIES LAW OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION IS AVAILABLE. OPTION TO PURCHASE 24,000 SHARES OF COMMON STOCK OF POLLUTION RESEARCH AND CONTROL CORP. FROM MAY 27, 2000 VOID AFTER 5:00 P.M., LOS ANGELES TIME, ON MAY 27, 2003 This certifies that Mark S. Rose, or registered assigns, is entitled, subject to the terms set forth below, to purchase from Pollution Research and Control Corp., a California corporation (the "Company"), the above number of fully-paid and nonassessable shares of Common Stock of the Company ("Common Stock") at a purchase price of Two Dollars and 13/100 ($2.13) per share ("Purchase Price"). This Option is exercisable at any time to and including 5:00 p.m., Los Angeles time, on May 27, 2003. Registered Owner: Mark S. Rose Purchase Price: $2.13 OPTION AGREEMENT This Option Agreement (the "Agreement") is made and entered into effective as of May 27, 2000 by and between Pollution Research and Control Corp., a California corporation ("PRCC"), and Mark S. Rose ("Optionee"). WHEREAS, Optionee has been providing valuable services as recognized by the Company's Board of Directors to PRCC and PRCC is desirous of having Optionee continue to provide such services to it; and WHEREAS, PRCC is willing to grant Optionee an option to purchase up to an aggregate of 24,000 shares of the no par value common stock of PRCC (the "Common Stock") under the terms and conditions set forth below. NOW, THEREFORE, the parties agree as follows: 1. Grant of Option. PRCC hereby grants to Optionee, as a matter of separate agreement and not in lieu of other compensation for services, the right and option (the "Option") to purchase on the terms and conditions set forth in this Agreement all or any part of up to an aggregate of 24,000 shares of Common Stock (the "Option Shares"), for continuous, uninterrupted, employment service to PRCC or by specific acknowledgement of exception by the Company's Board of Directors. 2. Option Price. At any time when shares of Common Stock are to be purchased pursuant to the Option, the purchase price for each Option share shall be two dollars and 13/100 ($2.13) ("Option Price"), and for purposes of record, the bid price of the Company's stock on this date was $2.13. 3. Option Period. The option period shall commence on March 22, 2000 (the "Date of Grant") and shall terminate May 27, 2003. 4. Exercise of Option. The Option may be exercised in whole or in part at any time after the date hereof by delivering to the Chief Financial Officer of PRCC (a) a Notice and Agreement of Exercise of Option, substantially in the form attached hereto as Exhibit "A," specifying the number of Option Shares with respect to which the Option is exercised, and (b) full payment of the Option Price for such Shares. 5. Securities Laws Requirements. The Option Shares have not been registered under the Securities Act of 1933, as amended (the "Act"), and no Shares may be sold, offered for sale, transferred, pledged, hypothecated or otherwise disposed of except in compliance with the Act and any other applicable federal and state securities laws. Additionally, the Option and the Option Shares have not been qualified under the California Securities Law of 1968, as amended (the "California Law"). PRCC has no obligation to register the Option Shares under the Act or qualify the Option Shares under the California Law. Optionee acknowledges that he is aware that Rule 144 of the General Rules and Regulations under the Act ("Rule 144") affords a limited exemption from registration for the public resale of registered securities and under the terms of Rule 144 as currently in effect, the Shares received by Optionee may be sold to the public without registration only after a period of two (2) years has elapsed from the exercise date of the Option and then only in compliance with all other requirements of Rule 144 and the Act. Optionee hereby acknowledges, represents, warrants and agrees as follows: (a) That the Option and the Option Shares are not registered under the Act or qualified under the California Law, and the Option Shares shall be acquired solely for the account of Optionee for investment purposes only and with no view to their resale or other distribution of any kind; (b) Neither the Option nor any Option Share shall be sold or otherwise distributed in violation of the Act, the California Law or any other applicable federal or state securities law; (c) His overall commitment to investments that are not readily marketable is not disproportionate to his net worth, and his investment in PRCC will not cause such overall commitment to become excessive; (d) He has the financial ability to bear the economic risk of his investment, has adequate means of providing for his current needs and personal contingencies, and has no need for liquidity in his investment in PRCC; (e) He either: (i) has a preexisting personal or business relationship with PRCC or its officers, directors or controlling persons, or (ii) has evaluated the business of PRCC and the high risks of investing in PRCC, the competitive nature of the business in which PRCC is engaged, and has the business or financial experience or has business or financial advisors who are unaffiliated with, and not compensated by, PRCC and protect his interests in connection with the transaction; (f) He has been given the opportunity to review all books, records and documents of PRCC and to ask questions and receive answers from PRCC concerning PRCC's business, to obtain additional information necessary to verify the accuracy of the information he has desired in order to evaluate his investment, and to consult with such attorneys, accountants and other advisors as he has desired; (g) His residence set forth below is his true and correct residence, and he has no present intention of becoming a resident or domiciliary of any other state of jurisdiction; (h) In making the decision to accept the Option and/or purchase the Option Shares, he has relied solely upon independent investigations made by or on behalf of him; (i) No federal or state agency has made any finding or determination as to the fairness of an investment in PRCC; and (j) He understands that all the representations and warranties made by him herein, and all information furnished by him to PRCC, is true, correct and complete in all respects. 6. Optionee hereby acknowledges that he understands the meaning and legal consequences of the representations, warranties and covenants contained herein and that PRCC has relied on the representations made by Optionee in paragraph 5 hereof in granting this Option, and Optionee agrees to indemnify and hold harmless PRCC and its officers, directors, controlling persons, attorneys, agents and employees from and against any and all loss, damage or liability, together with all costs and expenses (including attorneys' fees and disbursements) which any of them may incur by reason of any breach and any representation, warranty, covenant or agreement contained herein. All representations, warranties, covenants and agreements, and the indemnification contained herein shall survive the grant of the Option and the issuance of the Option Shares by PRCC. 7. Legend of Certificates. All Option Shares issued pursuant to this Agreement shall be subject to the provisions of this Agreement and the certificates representing such Option Shares shall bear the following legend or language substantially equivalent thereto: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER FEDERAL OR STATE SECURITIES LAWS. THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS SO REGISTERED OR QUALIFIED OR UNLESS AN EXEMPTION EXISTS, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY." 8. Transferability of Option. The Option shall not be transferable except by the laws of descent and distribution and any attempt to do so shall void the Option. 9. Adjustment. The Option Price and the number and kind of Option Shares shall be subject to corresponding adjustment in the event of any change in the Common stock by reason of any reclassification, recapitalization, split-up, combination, exchange of shares, readjustment or stock dividend, in like manner as if such Option Shares had been issued and outstanding, fully-paid and nonassessable at the time of such occurrence. 10. Privilege of Ownership. Optionee shall not have any of the rights of a shareholder with respect to the shares covered by the Option except to the extent that one or more certificates for such shares shall be delivered to him upon one (1) or more exercises of the Option. 11. Notices. Any notices required or permitted to be given under this Agreement shall be in writing and they shall be deemed to have been given upon personal delivery or two (2) business days after mailing the notice by postage, registered or certified mail. Such notice shall be addressed to the party to be notified as shown below: PRCC: POLLUTION RESEARCH AND CONTROL CORP. 506 Paula Avenue Glendale, CA 91201 Attn: President OPTIONEE: Mark S. Rose 72 Clare Rose Boulevard Patchogue, New York 11772 Any party may change its or his address for purposes of this Section by giving the other party written notice of the new address in the manner set forth above. 12. General Provisions. This Agreement: (a) Contains the entire agreement between PRCC and Optionee regarding options of PRCC to Optionee and supersedes all prior communications, oral or written; (b) Shall not be construed to give Optionee any rights as to PRCC or the Common Stock, except as specifically provided herein; (c) May not be amended nor may any rights hereunder be waived except by an instrument in writing signed by the party sought to be charged with such amendment or waiver; (d) Shall be construed in accordance with, and governed by, the laws of the State of California; and (e) Shall be binding upon and shall inure to the benefit of PRCC and Optionee, and their respective successors and assigns, except that Optionee shall not have the right to assign or otherwise transfer his rights hereunder to any person. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. PRCC: POLLUTION RESEARCH AND CONTROL CORP., a California corporation By: /s/ Albert E. Gosselin ----------------------------------------- . Albert E. Gosselin, Jr., President and Chief Executive Officer OPTIONEE: By: /s/ Mark S. Rose ------------------------------------------ Mark S. Rose EXHIBIT A To Pollution Research and Control Corp. NOTICE AND AGREEMENT OF EXERCISE OF OPTION I hereby exercise the Option granted to me by POLLUTION RESEARCH AND CONTROL CORP., a California corporation ("PRCC"), dated as of_________________as to____________shares of PRCC's no par value Common Stock. Enclosed are the documents and payment specified in Paragraph 4 of my Agreement regarding the Option. - ---------------------------------- ----------------------------------- (Print Your Name) Signature EX-4.40 9 0009.txt OPTION TO PURCHASE Exhibit 4.40 THE OPTION REPRESENTED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THE OPTION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE AND THUS MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS REGISTERED UNDER THAT ACT AND REGISTERED OR QUALIFIED UNDER APPLICABLE SECURITIES LAW OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION IS AVAILABLE. OPTION TO PURCHASE 8,000 SHARES OF COMMON STOCK OF POLLUTION RESEARCH AND CONTROL CORP. FROM MAY 27, 2000 VOID AFTER 5:00 P.M., LOS ANGELES TIME, ON MAY 27, 2003 This certifies that Clare F. Rose, or registered assigns, is entitled, subject to the terms set forth below, to purchase from Pollution Research and Control Corp., a California corporation (the "Company"), the above number of fully-paid and nonassessable shares of Common Stock of the Company ("Common Stock") at a purchase price of two dollars and 13/100 ($2.13) per share ("Purchase Price"). This Option is exercisable at any time to and including 5:00 p.m., Los Angeles time, on May 27, 2003. Registered Owner: Clare F. Rose Purchase Price: $2.13 OPTION AGREEMENT This Option Agreement (the "Agreement") is made and entered into effective as of May 27, 2000 by and between Pollution Research and Control Corp., a California corporation ("PRCC"), and Clare F. Rose ("Optionee"). WHEREAS, Optionee has been providing valuable services as recognized by the Company's Board of Directors to PRCC and PRCC is desirous of having Optionee continue to provide such services to it; and WHEREAS, PRCC is willing to grant Optionee an option to purchase up to an aggregate of 8,000 shares of the no par value common stock of PRCC (the "Common Stock") under the terms and conditions set forth below. NOW, THEREFORE, the parties agree as follows: 1. Grant of Option. PRCC hereby grants to Optionee, as a matter of separate agreement and not in lieu of other compensation for services, the right and option (the "Option") to purchase on the terms and conditions set forth in this Agreement all or any part of up to an aggregate of 8,000 shares of Common Stock (the "Option Shares"), for continuous, uninterrupted, employment service to PRCC or by specific acknowledgement of exception by the Company's Board of Directors. 2. Option Price. At any time when shares of Common Stock are to be purchased pursuant to the Option, the purchase price for each Option share shall be two dollars and 13/100 ($2.13) ("Option Price"), and for purposes of record, the bid price of the Company's stock on this date was $2.13. 3. Option Period. The option period shall commence on May 27, 2000 and shall terminate May 27, 2003. 4. Exercise of Option. The Option may be exercised in whole or in part at any time after the date hereof by delivering to the Chief Financial Officer of PRCC (a) a Notice and Agreement of Exercise of Option, substantially in the form attached hereto as Exhibit "A," specifying the number of Option Shares with respect to which the Option is exercised, and (b) full payment of the Option Price for such Shares. 5. Securities Laws Requirements. The Option Shares have not been registered under the Securities Act of 1933, as amended (the "Act"), and no Shares may be sold, offered for sale, transferred, pledged, hypothecated or otherwise disposed of except in compliance with the Act and any other applicable federal and state securities laws. Additionally, the Option and the Option Shares have not been qualified under the California Securities Law of 1968, as amended (the "California Law"). PRCC has no obligation to register the Option Shares under the Act or qualify the Option Shares under the California Law. Optionee acknowledges that she is aware that Rule 144 of the General Rules and Regulations under the Act ("Rule 144") affords a limited exemption from registration for the public resale of registered securities and under the terms of Rule 144 as currently in effect, the Shares received by Optionee may be sold to the public without registration only after a period of two (2) years has elapsed from the exercise date of the Option and then only in compliance with all other requirements of Rule 144 and the Act. Optionee hereby acknowledges, represents, warrants and agrees as follows: (a) That the Option and the Option Shares are not registered under the Act or qualified under the California Law, and the Option Shares shall be acquired solely for the account of Optionee for investment purposes only and with no view to their resale or other distribution of any kind; (b) Neither the Option nor any Option Share shall be sold or otherwise distributed in violation of the Act, the California Law or any other applicable federal or state securities law; (c) Her overall commitment to investments that are not readily marketable is not disproportionate to her net worth, and her investment in PRCC will not cause such overall commitment to become excessive; (d) She has the financial ability to bear the economic risk of her investment, has adequate means of providing for her current needs and personal contingencies, and has no need for liquidity in her investment in PRCC; (e) She either: (i) has a preexisting personal or business relationship with PRCC or its officers, directors or controlling persons, or (ii) has evaluated the business of PRCC and the high risks of investing in PRCC, the competitive nature of the business in which PRCC is engaged, and has the business or financial experience or has business or financial advisors who are unaffiliated with, and not compensated by, PRCC and protect her interests in connection with the transaction; (f) She has been given the opportunity to review all books, records and documents of PRCC and to ask questions and receive answers from PRCC concerning PRCC's business, to obtain additional information necessary to verify the accuracy of the information she has desired in order to evaluate her investment, and to consult with such attorneys, accountants and other advisors as she has desired; (g) Her residence set forth below is her true and correct residence, and she has no present intention of becoming a resident or domiciliary of any other state of jurisdiction; (h) In making the decision to accept the Option and/or purchase the Option Shares, she has relied solely upon independent investigations made by or on behalf of her; (i) No federal or state agency has made any finding or determination as to the fairness of an investment in PRCC; and (j) She understands that all the representations and warranties made by her herein, and all information furnished by her to PRCC, is true, correct and complete in all respects. 6. Optionee hereby acknowledges that she understands the meaning and legal consequences of the representations, warranties and covenants contained herein and that PRCC has relied on the representations made by Optionee in paragraph 5 hereof in granting this Option, and Optionee agrees to indemnify and hold harmless PRCC and its officers, directors, controlling persons, attorneys, agents and employees from and against any and all loss, damage or liability, together with all costs and expenses (including attorneys' fees and disbursements) which any of them may incur by reason of any breach and any representation, warranty, covenant or agreement contained herein. All representations, warranties, covenants and agreements, and the indemnification contained herein shall survive the grant of the Option and the issuance of the Option Shares by PRCC. 7. Legend on Certificates. All Option Shares issued pursuant to this Agreement shall be subject to the provisions of this Agreement and the certificates representing such Option Shares shall bear the following legend or language substantially equivalent thereto: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER FEDERAL OR STATE SECURITIES LAWS. THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS SO REGISTERED OR QUALIFIED OR UNLESS AN EXEMPTION EXISTS, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY." 8. Transferability of Option. The Option shall not be transferable except by the laws of descent and distribution and any attempt to do so shall void the Option. 9. Adjustment. The Option Price and the number and kind of Option Shares shall be subject to corresponding adjustment in the event of any change in the Common Stock by reason of any reclassification, recapitalization, split-up, combination, exchange of shares, readjustment or stock dividend, in like manner as if such Option Shares had been issued and outstanding, fully-paid and nonassessable at the time of such occurrence. 10. Privilege of Ownership. Optionee shall not have any of the rights of a shareholder with respect to the shares covered by the Option except to the extent that one or more certificates for such shares shall be delivered to her upon one (1) or more exercises of the Option. 11. Notices. Any notices required or permitted to be given under this Agreement shall be in writing and they shall be deemed to have been given upon personal delivery or two (2) business days after mailing the notice by postage, registered or certified mail. Such notice shall be addressed to the party to be notified as shown below: PRCC: POLLUTION RESEARCH AND CONTROL CORP. 506 Paula Avenue Glendale, CA 91201 Attn: President OPTIONEE: Clare F. Rose 72 Clare Rose Boulevard Patchogue, New York 11772 Any party may change its or her address for purposes of this Section by giving the other party written notice of the new address in the manner set forth above. 12. General Provisions. This Agreement: (a) Contains the entire agreement between PRCC and Optionee regarding options of PRCC to Optionee and supersedes all prior communications, oral or written; (b) Shall not be construed to give Optionee any rights as to PRCC or the Common Stock, except as specifically provided herein; (c) May not be amended nor may any rights hereunder be waived except by an instrument in writing signed by the party sought to be charged with such amendment or waiver; (d) Shall be construed in accordance with, and governed by, the laws of the State of California; and (e) Shall be binding upon and shall inure to the benefit of PRCC and Optionee, and their respective successors and assigns, except that Optionee shall not have the right to assign or otherwise transfer his rights hereunder to any person. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. PRCC: POLLUTION RESEARCH AND CONTROL CORP., a California corporation By: /s/ Albert E. Gosselin ----------------------------------------- Albert E. Gosselin, Jr., President and Chief Executive Officer OPTIONEE: By: /s/ Clare F. Rose ----------------------------------------- Clare F. Rose EXHIBIT A To Pollution Research and Control Corp. NOTICE AND AGREEMENT OF EXERCISE OF OPTION I hereby exercise the Option granted to me by POLLUTION RESEARCH AND CONTROL CORP., a California corporation ("PRCC"), dated as of ____________________ as to __________ shares of PRCC's no par value Common Stock. Enclosed are the documents and payment specified in Paragraph 4 of my Agreement regarding the Option. - ---------------------------------- ---------------------------------- (Print Your Name) Signature EX-4.41 10 0010.txt WARRANT TO PURCHASE Exhibit 4.41 THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THE WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE AND THUS MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS REGISTERED UNDER THAT ACT AND REGISTERED OR QUALIFIED UNDER APPLICABLE SECURITIES LAW OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION IS AVAILABLE. WARRANT TO PURCHASE 100,000 SHARES OF COMMON STOCK OF POLLUTION RESEARCH AND CONTROL CORP. FROM JUNE 6, 2000 VOID AFTER 5:00 P.M., LOS ANGELES TIME, ON JUNE 6, 2003 This certifies that, Astor Capital, Inc., or registered assigns, is entitled, subject to the terms set forth below, to purchase from Pollution Research and Control Corp., a California corporation (the "Company"), the above number of fully-paid and nonassessable shares of Common Stock of the Company ("Common Stock") at a purchase price of Five Dollars ($5.00) per share ("Purchase Price"). The Purchase Price and number of shares of Common Stock issuable upon exercise hereof shall be subject to adjustment as provided in this Warrant. This Warrant is exercisable at any time, or from time to time, to and including 5:00 p.m., Los Angeles time, on June 6, 2003, unless sooner exercise is required pursuant to the terms of this Warrant. DEFINITIONS. As used in this Warrant, the following terms, unless the context otherwise requires, have the following meanings: 1.1 "Company" includes any corporation which shall succeed to or assume the obligations of the Company under this Warrant. 1.2 "Common Stock," when used with reference to stock of the Company, means all shares, now or hereafter authorized, of the class of the Common Stock of the Company presently authorized and stock of any other class into which those shares may hereafter be changed. 1.3 The terms "Warrant holder," "holder of this Warrant," "holder," or similar terms when the context refers to a holder of the Warrant, refers to any person who shall at the time be the registered holder of the Warrant. 2. EXERCISE. The holder of this Warrant may exercise it in full by surrender of this Warrant, with the form of subscription at the end of this Warrant duly executed by the holder, to the Company at its principal office, accompanied by payment in the amount obtained by multiplying the Purchase Price by the number of shares of Common Stock specified on the face of this warrant as may be adjusted pursuant to the terms of this Warrant. Payment shall be made in cash, cashier's or certified check payable to the Company, by the surrender of any notes of the Company having an unpaid principal and interest balance at least equal to such payment (designating the portion of such balance to be applied), or by any combination of such methods. The holder of this Warrant may exercise it in part by surrendering it, accompanied by payment as provided above, except that the amount payable by the holder on such partial exercise shall be the amount obtained by multiplying the Purchase Price by the number of shares of Common Stock (without giving effect to any adjustment of that number) designated by the holder in a written statement accompanying this Warrant. On partial exercise, the Company shall, unless this Warrant has expired, promptly issue and deliver to the holder of this Warrant a new Warrant or Warrants of like tenor and dated the date hereof in the name of that holder providing for the right to purchase that number of shares of Common Stock (without giving effect to any adjustment of that number) for which this Warrant has not been exercised. In the event the Common Stock issuable upon exercise of this Warrant is not then registered under the Securities Act of 1933, as amended, the holder of this Warrant shall, upon exercise of this Warrant, deliver to the Company an investor's certificate with respect to such shares to the effect that such shares are being acquired for investment purposes only and for its own account, and not as a nominee or agent for any other person and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act of 1933, as amended. 3. ISSUANCE OF CERTIFICATES. As soon as possible after full or partial exercise of this Warrant, the Company, at its expense, will cause to be issued in the name of and delivered to the holder of this Warrant, a certificate, or certificates, for the number of fully paid and nonassessable shares of Common Stock to which that holder shall be entitled on such exercise, together with any other securities and property to which that holder is entitled on such exercise under the terms of this Warrant. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Purchase Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. No fractional share will be issued on exercise of rights to purchase under this Warrant. If on any exercise of this Warrant, a fraction of a share results, the Company will pay the cash value of that fractional share, calculated on the basis of the Purchase Price. 4. SUBDIVISIONS OR COMBINATIONS. If, at any time during the term hereof, the number of shares of Common Stock outstanding is increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up, then, immediately following the record date fixed for the determination of holders of Common Stock entitled to receive such stock dividend, subdivision or split-up, the number of shares of Common Stock issuable upon exercise of this Warrant shall be increased and the Purchase Price shall be decreased in proportion to such increase in outstanding shares. If at any time during the term hereof the number of shares of Common Stock outstanding is decreased by a combination of the outstanding shares of Common Stock, immediately following the record date for such combination, the number of shares of Common Stock issuable upon exercise of this Warrant shall be decreased and the Purchase Price shall be increased in proportion to such decrease in outstanding shares. If the Company shall, at any time, subdivide or combine its outstanding shares of Common Stock, pay a dividend of other securities to the holders of such shares, or pay a dividend of shares of Common Stock to holders of any such stock of the Company of any class, this Warrant shall, after that subdivision, combination, or dividend, evidence the right to purchase the number of shares of Common Stock or other securities that would have been issuable to the holder of this Warrant as a result of that subdivision, combination or dividend with respect to the shares of Common Stock which were purchasable under this Warrant immediately before that subdivision, combination, or dividend or any record date thereafter. If the Company shall at any time subdivide the outstanding shares of Common Stock, the Purchase Price then in effect immediately before that subdivision shall be proportionately decreased, and, if the Company shall at any time combine the outstanding shares of Common Stock, the Purchase Price then in effect immediately before that combination shall be proportionately increased. Any judgment under this Section 4 shall become effective at the close of business on the date the subdivision, combination or dividend becomes effective retroactive to the record date therefor, if any. 5. REORGANIZATION, RECLASSIFICATION. If the Common Stock issuable on exercise of this Warrant shall be changed into the same or a different number of shares of any other class or classes of stock, whether by capital reorganization, reclassification, or otherwise (other than a subdivision or combination of shares provided for above), the holder of this Warrant shall, on its exercise, be entitled to purchase, in lieu of the Common Stock which that holder would have become entitled to purchase but for such change, a number of shares of such other class or classes of stock which the holder of this Warrant would have owned or have been entitled to receive after such change, had this Warrant been exercised immediately before that change or any record date therefor. 6. CONSOLIDATION, MERGERS. If at any time there shall be a capital reorganization of the Common Stock issuable upon exercise of this Warrant (other than a combination, reclassification, exchange or subdivision of shares provided for elsewhere in this Warrant) or a merger or consolidation of the Company with or into another corporation, or the sale of the Company's properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation, or sale, lawful provision shall be made so that the holder of this Warrant shall thereafter be entitled to receive on exercise of this Warrant, during the period specified in this Warrant and on payment of the Purchase Price then in effect, the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from such merger or consolidation, to which a holder of the Common Stock deliverable on exercise of this Warrant would have been entitled on such capital reorganization, merger, consolidation, or sale. In any such case, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the holder of this Warrant after the reorganization, merger, consolidation, or sale such that the provisions of this Warrant (including adjustments of the Purchase Price then in effect and number of shares purchasable on exercise of this Warrant) shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event on exercise of this Warrant. 7. NOTICE. The Company shall promptly give written notice of each adjustment of the Purchase Price or the number of shares of Common Stock or other securities issuable on exercise of this Warrant, by certified mail, return receipt requested, postage prepaid, to the registered holder of this Warrant at that holder's address as shown on the Company's books. The notice shall state the adjustment and show in reasonable detail the facts on which that adjustment is based. If (i) the Company shall pay any dividend payable in stock on its Common Stock or make any other distributions to the holders of its Common Stock (other than a dividend in Common Stock exempt from the adjustment provisions of this Warrant), or (ii) the Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other rights, or (iii) there shall be any capital reorganization or reclassification of the Company's Common Stock or consolidation or merger of the Company with or into another corporation, or (iv) there shall be any sale of all or substantially all of the Company's properties and assets, or (v) there shall be a voluntary or involuntary dissolution, liquidation, or winding up of the Company, or (vi) the Company shall have received an offer approved by the Board of Directors to purchase all or substantially of its assets; then, in each case, the Company shall give at least 15 calendar days prior written notice (by certified mail, return receipt requested) to the registered holder of this Warrant at the address of that holder shown on the books of the Company, of the date as of which the books of the Company shall close or a record shall be taken for such dividend, distribution, or subscription rights, or the date as of which the reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding up shall take place. That notice shall also specify the date as of which the holders of the Common Stock of record shall participate in that dividend, distribution, or subscription rights, or shall be entitled to exchange their Common Stock for securities or other property deliverable on such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding up (on which date, in the event of voluntary or involuntary dissolution, liquidation, or winding up of the Company, or consolidation or merger in which the Company is not a surviving entity or becomes a wholly-owned subsidiary, the right to exercise this Warrant shall cease). 8. COVENANTS. The Company covenants that it will not, by amendment of its articles of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, or any other voluntary action avoid, or seek to avoid, the observance or performance of any of the terms of this Warrant, but will, at all times and in good faith, assist in carrying out all those terms and in taking all action necessary or appropriate to protect the rights of the holder of this Warrant against other impairment. Without limiting the generality of the above provision, the Company: (i) will take all necessary or appropriate action in order that the Company may validly and legally issue fully-paid and nonassessable shares of Common Stock on exercise of this Warrant; (ii) will not increase the par value of the shares of Common Stock receivable on the exercise of this Warrant above the amount payable for those shares on such exercise; and (iii) will at all times reserve and keep available, solely for issuance upon exercise of this Warrant, all shares of Common Stock or other securities from time to time issuable upon exercise of this Warrant. 9. CHANGES IN WARRANT. The form of this Warrant need not be changed because of any adjustment in the Purchase Price or in the number of shares of Common Stock purchasable upon its exercise. A Warrant issued after any such adjustment or any partial exercise or in replacement may continue to express the same Purchase Price and the same number of shares of Common Stock (appropriately reduced in the case of partial exercise) as is stated on the face of this Warrant as initially issued, and that Purchase Price and the number of shares shall be considered to have been so changed as of the close of business on the date of adjustment. 10. LOST CERTIFICATES. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation of this Warrant, upon delivery of any indemnity agreement or bond reasonably satisfactory in form and amount to the Company or, in the case of mutilation, on surrender and cancellation of this Warrant, the Company, at its expense, will execute and deliver, in lieu of this Warrant, a new Warrant of like tenor. 11. TRANSFERABILITY. This Warrant shall not be transferred or assigned unless the Company receives an opinion of counsel reasonably acceptable to the Company (which counsel may be counsel for the Company), stating that such transfer is exempt from the registration requirements of the Securities Act of 1933, as amended, and the registration and qualification requirements under applicable state law. 12. GOVERNING LAW. This Warrant shall be governed by and construed and enforced in accordance with the laws of California. 13. TAXES. The Company shall pay all documentary, stamp or other transactional taxes attributable to the issuance or delivery of shares of Common Stock of the Company upon exercise of all or any part of this Warrant; provided, however, that the Company shall not be required to pay any taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificate for such shares in a name other than that of the holder of this Warrant. 14. RIGHTS OF WARRANT HOLDER. No holder of this Warrant, as such, shall be entitled to vote or receive dividends or be considered a shareholder of the Company for any purpose, nor shall anything in this Warrant be construed to confer on any holder of this Warrant, as such, any rights of a shareholder of the Company or any right to vote, give or withhold consent to any corporate action, to receive notice of meetings of shareholders, to receive dividends or subscription rights or otherwise. 15. AMENDMENT. This Warrant and any of its terms may be changed only by a written instrument signed by the Company and the holder of this Warrant. DATED: June 6, 2000 The Company: POLLUTION RESEARCH AND CONTROL CORP., a California corporation By: /s/ Albert E. Gosselin ----------------------------------------- Albert E. Gosselin, Jr., President and Chief Executive Officer SUBSCRIPTION FORM TO: POLLUTION RESEARCH AND CONTROL CORP. The undersigned, the holder of the attached Warrant, hereby irrevocably elects to exercise the purchase right represented by that Warrant for, and to purchase under that Warrant, __________ shares of Common Stock of POLLUTION RESEARCH AND CONTROL CORP., and herewith makes payment of and requests that the certificates for those shares be issued in the name of, and delivered to, ______________, whose address is ______________________________, and if said number of shares shall not be all the shares now purchasable under the attached Warrant, the undersigned hereby requests that a new certificate be registered in the name of and delivered to the undersigned for the balance of the shares purchasable under the attached Warrant. DATED: --------------------- ------------------------------------------ (Signature) Note: The above signature must correspond with the name written upon the face of the attached Warrant Certificate unless the Warrant has been properly and lawfully assigned. (City, State, Zip) EX-4.42 11 0011.txt OPTION TO PURCHASE Exhibit 4.42 THE OPTION REPRESENTED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THE OPTION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE AND THUS MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS REGISTERED UNDER THAT ACT AND REGISTERED OR QUALIFIED UNDER APPLICABLE SECURITIES LAW OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION IS AVAILABLE. OPTION TO PURCHASE 15,000 SHARES OF COMMON STOCK OF POLLUTION RESEARCH AND CONTROL CORP. FROM JUNE 7, 2000 VOID AFTER 5:00 P.M., LOS ANGELES TIME, ON JUNE 6, 2003 This certifies that Delta Capital Partners, or registered assigns, is entitled, subject to the terms set forth below, to purchase from Pollution Research and Control Corp., a California corporation (the "Company"), the above number of fully-paid and nonassessable shares of Common Stock of the Company ("Common Stock") at a purchase price of two dollars and 25/100 ($2.25) per share ("Purchase Price"). This Option is exercisable at any time to and including 5:00 p.m., Los Angeles time, on June 6, 2003. Registered Owner: Delta Capital Partners Purchase Price: $2.25 OPTION AGREEMENT This Option Agreement (the "Agreement") is made and entered into effective as of June 7, 2000 by and between Pollution Research and Control Corp., a California corporation ("PRCC") and Delta Capital Partners ("Optionee"). WHEREAS, Optionee has been providing valuable services as recognized by the Company's Board of Directors to PRCC and PRCC is desirous of having Optionee continue to provide such services to it; and WHEREAS, PRCC is willing to grant Optionee an option to purchase up to an aggregate of 15,000 shares of the no par value common stock of PRCC (the "Common Stock") under the terms and conditions set forth below. NOW, THEREFORE, the parties agree as follows: 1. Grant of Option. PRCC hereby grants to Optionee, as a matter of separate agreement and not in lieu of other compensation for services, the right and option (the "Option") to purchase on the terms and conditions set forth in this Agreement all or any part of up to an aggregate of 15,000 shares of Common Stock (the "Option Shares"). 2. Option Price. At any time when shares of Common Stock are to be purchased pursuant to the Option, the purchase price for each Option Share shall be two dollars and 25/100 ($2.25) ("Option Price"), and for purposes of record, the bid price of the Company's stock on this date was $2.25. 3. Option Period. The option period shall commence on June 7, 2000 and shall terminate on June 6, 2003. 4. Exercise of Option. The Option may be exercised in whole or in part at any time after the date hereof by delivering to the Chief Financial Officer of PRCC (a) a Notice and Agreement of Exercise of Option, substantially in the form attached hereto as Exhibit "A," specifying the number of Option Shares with respect to which the Option is exercised, and (b) full payment of the Option Price for such Shares. 5. Securities Laws Requirements. The Option Shares have not been registered under the Securities Act of 1933, as amended (the "Act"), and no Shares may be sold, offered for sale, transferred, pledged, hypothecated or otherwise disposed of except in compliance with the Act and any other applicable federal and state securities laws. Additionally, the Option and the Option Shares have not been qualified under the California Securities Law of 1968, as amended (the "California Law"). PRCC has no obligation to register the Option shares under the Act or qualify the Option Shares under the California Law. Optionee acknowledges that it is aware that Rule 144 of the General Rules and Regulations under the Act ("Rule 144") affords a limited exemption from registration for the public resale of registered securities and under the terms of Rule 144 as currently in effect, the Shares received by Optionee may be sold to the public without registration only after a period of two (2) years has elapsed from the exercise date of the Option and then only in compliance with all other requirements of Rule 144 and the Act. Optionee hereby acknowledges, represents, warrants and agrees as follows: (a) That the Option and the Option Shares are not registered under the Act or qualified under the California Law, and the Option Shares shall be acquired solely for the account of Optionee for investment purposes only and with no view to their resale or other distribution of any kind; (b) Neither the Option nor any Option Share shall be sold or otherwise distributed in violation of the Act, the California Law or any other applicable federal or state securities law; (c) Its overall commitment to investments that are not readily marketable is not disproportionate to its net worth, and its investment in PRCC will not cause such overall commitment to become excessive; (d) It has the financial ability to bear the economic risk of its investment, has adequate means of providing for its current needs and personal contingencies, and has no need for liquidity in its investment in PRCC; (e) It either: (i) has a preexisting personal or business relationship with PRCC or its officers, directors or controlling persons, or (ii) has evaluated the business of PRCC and the high risks of investing in PRCC, the competitive nature of the business in which PRCC is engaged, and has the business or financial experience or has business or financial advisors who are unaffiliated with, and not compensated by, PRCC and protect its interests in connection with the transaction; (f) It has been given the opportunity to review all books, records and documents of PRCC and to ask questions and receive answers from PRCC concerning PRCC's business, to obtain additional information necessary to verify the accuracy of the information it has desired in order to evaluate its investment, and to consult with such attorneys, accountants and other advisors as it has desired; (g) Its residence set forth below is its true and correct residence, and it has no present intention of becoming a resident or domiciliary of any other state of jurisdiction; (h) In making the decision to accept the Option and/or purchase the Option Shares, it has relied solely upon independent investigations made by or on behalf of it; (i) No federal or state agency has made any finding or determination as to the fairness of an investment in PRCC; and (j) It understands that all the representations and warranties made by it herein, and all information furnished by it to PRCC, is true, correct and complete in all respects. 6. Optionee hereby acknowledges that it understands the meaning and legal consequences of the representations, warranties and covenants contained herein and that PRCC has relied on the representations made by Optionee in paragraph 5 hereof in granting this Option, and Optionee agrees to indemnify and hold harmless PRCC and its officers, directors, controlling persons, attorneys, agents and employees from and against any and all loss, damage or liability, together with all costs and expenses (including attorneys' fees and disbursements) which any of them may incur by reason of any breach and any representation, warranty, covenant or agreement contained herein. All representations, warranties, covenants and agreements, and the indemnification contained herein shall survive the grant of the Option and the issuance of the Option Shares by PRCC. 7. Legend on Certificates. All Option Shares issued pursuant to this Agreement shall be subject to the provisions of this Agreement and the certificates representing such Option Shares shall bear the following legend or language substantially equivalent thereto: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER FEDERAL OR STATE SECURITIES LAWS. THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS SO REGISTERED OR QUALIFIED OR UNLESS AN EXEMPTION EXISTS, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY." 8. Transferability of Option. The Option shall not be transferable except by the laws of descent and distribution and any attempt to do so shall void the Option. 9. Adjustment. The Option Price and the number and kind of Option Shares shall be subject to corresponding adjustment in the event of any change in the Common Stock by reason of any reclassification, recapitalization, split-up, combination, exchange of shares, readjustment or stock dividend, in like manner as if such Option Shares had been issued and outstanding, fully-paid and nonassessable at the time of such occurrence. 10. Privilege of Ownership. Optionee shall not have any of the rights of a shareholder with respect to the shares covered by the Option except to the extent that one or more certificates for such Shares shall be delivered to it upon one (1) or more exercises of the Option. 11. Notices. Any notices required or permitted to be given under this Agreement shall be in writing and they shall be deemed to have been given upon personal delivery or two (2) business days after mailing the notice by postage, registered or certified mail. Such notice shall be addressed to the party to be notified as shown below: PRCC: POLLUTION RESEARCH AND CONTROL CORP. 506 Paula Avenue Glendale, CA 91201 Attn: President OPTIONEE: Delta Capital Partners 9300 Wilshire Blvd., Suite 308 Beverly Hills, CA 90212 Any party may change its address for purposes of this Section by giving the other party written notice of the new address in the manner set forth above. 12. General Provisions. This Agreement: (a) Contains the entire agreement between PRCC and Optionee regarding options of PRCC to Optionee and supersedes all prior communications, oral or written; (b) Shall not be construed to give Optionee any rights as to PRCC or the Common Stock, except as specifically provided herein; (c) May not be amended nor may any rights hereunder be waived except by an instrument in writing signed by the party sought to be charged with such amendment or waiver; (d) Shall be construed in accordance with, and governed by, the laws of the State of California; and (e) Shall be binding upon and shall inure to the benefit of PRCC and Optionee, and their respective successors and assigns, except that Optionee shall not have the right to assign or otherwise transfer his rights hereunder to any person. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. PRCC: POLLUTION RESEARCH AND CONTROL CORP., a California corporation By: /s/ Albert E. Gosselin ----------------------------------------- Albert E. Gosselin, Jr., President and Chief Executive Officer OPTIONEE: DELTA CAPITAL PARTNERS By: /s/ D. Brown ---------------------------------------- D. Brown EXHIBIT A To Pollution Research and Control Corp. NOTICE AND AGREEMENT OF EXERCISE OF OPTION I hereby exercise the Option granted to me by POLLUTION RESEARCH AND CONTROL CORP., a California corporation ("PRCC"), dated as of ____________________ as to __________ shares of PRCC's no par value Common Stock. Enclosed are the documents and payment specified in Paragraph 4 of my Agreement regarding the Option. - ---------------------------------- ---------------------------------- (Print Your Name) Signature EX-4.43 12 0012.txt OPTION TO PURCHASE Exhibit 4.43 THE OPTION REPRESENTED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THE OPTION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE AND THUS MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS REGISTERED UNDER THAT ACT AND REGISTERED OR QUALIFIED UNDER APPLICABLE SECURITIES LAW OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION IS AVAILABLE. OPTION TO PURCHASE 8,000 SHARES OF COMMON STOCK OF POLLUTION RESEARCH AND CONTROL CORP. FROM JUNE 17, 2000 VOID AFTER 5:00 P.M., LOS ANGELES TIME, ON JUNE 17, 2003 This certifies that Sean Rose, or registered assigns, is entitled, subject to the terms set forth below, to purchase from Pollution Research and Control Corp., a California corporation (the "Company"), the above number of fully-paid and nonassessable shares of Common Stock of the Company ("Common Stock") at a purchase price of two dollars and 28/100 ($2.28) per share ("Purchase Price"). This Option is exercisable at any time to and including 5:00 p.m., Los Angeles time, on June 17, 2003. Registered Owner: Sean Rose Purchase Price: $2.28 OPTION AGREEMENT This Option Agreement (the "Agreement") is made and entered into effective as of June 17, 2000 by and between Pollution Research and Control Corp., a California corporation ("PRCC") and Sean Rose ("Optionee"). WHEREAS, Optionee has been providing valuable services as recognized by the Company's Board of Directors to PRCC and PRCC is desirous of having Optionee continue to provide such services to it; and WHEREAS, PRCC is willing to grant Optionee an option to purchase up to an aggregate of 8,000 shares of the no par value common stock of PRCC (the "Common Stock") under the terms and conditions set forth below. NOW, THEREFORE, the parties agree as follows: 1. Grant of Option. PRCC hereby grants to Optionee, as a matter of separate agreement and not in lieu of other compensation for services, the right and option (the "Option") to purchase on the terms and conditions set forth in this Agreement all or any part of up to an aggregate of 8,000 shares of Common Stock (the "Option Shares"), for continuous, uninterrupted, employment service to PRCC or by specific acknowledgement of exception by the Company's Board of Directors. 2. Option Price. At any time when shares of Common Stock are to be purchased pursuant to the Option, the purchase price for each Option share shall be two dollars and 28/100 ($2.28) ("Option Price"), and for purposes of record, the bid price of the Company's stock on this date was $2.28. 3. Option Period. The option period shall commence on June 17, 2000 (the "Date of Grant") and shall terminate June 17, 2003. 4. Exercise of Option. The Option may be exercised in whole or in part at any time after the date hereof by delivering to the Chief Financial Officer of PRCC (a) a Notice and Agreement of Exercise of Option, substantially in the form attached hereto as Exhibit "A," specifying the number of Option Shares with respect to which the Option is exercised, and (b) full payment of the Option Price for such Shares. 5. Securities Laws Requirements. The Option Shares have not been registered under the Securities Act of 1933, as amended (the "Act"), and no Shares may be sold, offered for sale, transferred, pledged, hypothecated or otherwise disposed of except in compliance with the Act and any other applicable federal and state securities laws. Additionally, the Option and the Option Shares have not been qualified under the California Securities Law of 1968, as amended (the "California Law"). PRCC has no obligation to register the Option Shares under the Act or qualify the Option Shares under the California Law. Optionee acknowledges that he is aware that Rule 144 of the General Rules and Regulations under the Act ("Rule 144") affords a limited exemption from registration for the public resale of registered securities and under the terms of Rule 144 as currently in effect, the Shares received by Optionee may be sold to the public without registration only after a period of two (2) years has elapsed from the exercise date of the Option and then only in compliance with all other requirements of Rule 144 and the Act. Optionee hereby acknowledges, represents, warrants and agrees as follows: (a) That the Option and the Option Shares are not registered under the Act or qualified under the California Law, and the Option Shares shall be acquired solely for the account of Optionee for investment purposes only and with no view to their resale or other distribution of any kind; (b) Neither the Option nor any Option Share shall be sold or otherwise distributed in violation of the Act, the California Law or any other applicable federal or state securities law; (c) His overall commitment to investments that are not readily marketable is not disproportionate to his net worth, and his investment in PRCC will not cause such overall commitment to become excessive; (d) He has the financial ability to bear the economic risk of his investment, has adequate means of providing for his current needs and personal contingencies, and has no need for liquidity in his investment in PRCC; (e) He either: (i) has a preexisting personal or business relationship with PRCC or its officers, directors or controlling persons, or (ii) has evaluated the business of PRCC and the high risks of investing in PRCC, the competitive nature of the business in which PRCC is engaged, and has the business or financial experience or has business or financial advisors who are unaffiliated with, and not compensated by, PRCC and protect his interests in connection with the transaction; (f) He has been given the opportunity to review all books, records and documents of PRCC and to ask questions and receive answers from PRCC concerning PRCC's business, to obtain additional information necessary to verify the accuracy of the information he has desired in order to evaluate his investment, and to consult with such attorneys, accountants and other advisors as he has desired; (g) His residence set forth below is his true and correct residence, and he has no present intention of becoming a resident or domiciliary of any other state of jurisdiction; (h) In making the decision to accept the Option and/or purchase the Option Shares, he has relied solely upon independent investigations made by or on behalf of him; (i) No federal or state agency has made any finding or determination as to the fairness of an investment in PRCC; and (j) He understands that all the representations and warranties made by him herein, and all information furnished by him to PRCC, is true, correct and complete in all respects. 6. Optionee hereby acknowledges that he understands the meaning and legal consequences of the representations, warranties and covenants contained herein and that PRCC has relied on the representations made by Optionee in paragraph 5 hereof in granting this Option, and Optionee agrees to indemnify and hold harmless PRCC and its officers, directors, controlling persons, attorneys, agents and employees from and against any and all loss, damage or liability, together with all costs and expenses (including attorneys' fees and disbursements) which any of them may incur by reason of any breach and any representation, warranty, covenant or agreement contained herein. All representations, warranties, covenants and agreements, and the indemnification contained herein shall survive the grant of the Option and the issuance of the Option Shares by PRCC. 7. Legend on Certificates. All Option Shares issued pursuant to this Agreement shall be subject to the provisions of this Agreement and the certificates representing such Option Shares shall bear the following legend or language substantially equivalent thereto: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER FEDERAL OR STATE SECURITIES LAWS. THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS SO REGISTERED OR QUALIFIED OR UNLESS AN EXEMPTION EXISTS, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY." 8. Transferability of Option. The Option shall not be transferable except by the laws of descent and distribution and any attempt to do so shall void the Option. 9. Adjustment. The Option Price and the number and kind of Option Shares shall be subject to corresponding adjustment in the event of any change in the Common Stock by reason of any reclassification, recapitalization, split-up, combination, exchange of shares, readjustment or stock dividend, in like manner as if such Option Shares had been issued and outstanding, fully-paid and nonassessable at the time of such occurrence. 10. Privilege of Ownership. Optionee shall not have any of the rights of a shareholder with respect to the shares covered by the Option except to the extent that one or more certificates for such shares shall be delivered to him upon one (1) or more exercises of the Option. 11. Notices. Any notices required or permitted to be given under this Agreement shall be in writing and they shall be deemed to have been given upon personal delivery or two (2) business days after mailing the notice by postage, registered or certified mail. Such notice shall be addressed to the party to be notified as shown below: PRCC: POLLUTION RESEARCH AND CONTROL CORP. 506 Paula Avenue Glendale, CA 91201 Attn: President OPTIONEE: Sean Rose 72 Clare Rose Boulevard Patchogue, New York 11772 Any party may change its or his address for purposes of this Section by giving the other party written notice of the new address in the manner set forth above. 12. General Provisions. This Agreement: (a) Contains the entire agreement between PRCC and Optionee regarding options of PRCC to Optionee and supersedes all prior communications, oral or written; (b) Shall not be construed to give Optionee any rights as to PRCC or the Common Stock, except as specifically provided herein; (c) May not be amended nor may any rights hereunder be waived except by an instrument in writing signed by the party sought to be charged with such amendment or waiver; (d) Shall be construed in accordance with, and governed by, the laws of the State of California; and (e) Shall be binding upon and shall inure to the benefit of PRCC and Optionee, and their respective successors and assigns, except that Optionee shall not have the right to assign or otherwise transfer his rights hereunder to any person. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. PRCC: POLLUTION RESEARCH AND CONTROL CORP., a California corporation By: /s/ Albert E. Gosselin ----------------------------------------- Albert E. Gosselin, Jr., President and Chief Executive Officer OPTIONEE: By: /s/ Sean Rose ------------------------------------------ Sean Rose EXHIBIT A To Pollution Research and Control Corp. NOTICE AND AGREEMENT OF EXERCISE OF OPTION I hereby exercise the Option granted to me by POLLUTION RESEARCH AND CONTROL CORP., a California corporation ("PRCC"), dated as of ____________________ as to __________ shares of PRCC's no par value Common Stock. Enclosed are the documents and payment specified in Paragraph 4 of my Agreement regarding the Option. - ---------------------------------- ---------------------------------- (Print Your Name) Signature EX-4.44 13 0013.txt OPTION TO PURCHASE Exhibit 4.44 THE OPTION REPRESENTED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THE OPTION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE AND THUS MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS REGISTERED UNDER THAT ACT AND REGISTERED OR QUALIFIED UNDER APPLICABLE SECURITIES LAW OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION IS AVAILABLE. OPTION TO PURCHASE 8,000 SHARES OF COMMON STOCK OF POLLUTION RESEARCH AND CONTROL CORP. FROM JUNE 24, 2000 VOID AFTER 5:00 P.M., LOS ANGELES TIME, ON JUNE 24, 2003 This certifies that Sean Rose, or registered assigns, is entitled, subject to the terms set forth below, to purchase from Pollution Research and Control Corp., a California corporation (the "Company"), the above number of fully-paid and nonassessable shares of Common Stock of the Company ("Common Stock") at a purchase price of two dollars and 19/100 ($2.19) per share ("Purchase Price"). This Option is exercisable at any time to and including 5:00 p.m., Los Angeles time, on June 24, 2003. Registered Owner: Sean Rose Purchase Price: $2.19 OPTION AGREEMENT This Option Agreement (the "Agreement") is made and entered into effective as of June 24, 2000 by and between Pollution Research and Control Corp., a California corporation ("PRCC") and Sean Rose ("Optionee"). WHEREAS, Optionee has been providing valuable services as recognized by the Company's Board of Directors to PRCC and PRCC is desirous of having Optionee continue to provide such services to it; and WHEREAS, PRCC is willing to grant Optionee an option to purchase up to an aggregate of 8,000 shares of the no par value common stock of PRCC (the "Common Stock") under the terms and conditions set forth below. NOW, THEREFORE, the parties agree as follows: 1. Grant of Option. PRCC hereby grants to Optionee, as a matter of separate agreement and not in lieu of other compensation for services, the right and option (the "Option") to purchase on the terms and conditions set forth in this Agreement all or any part of up to an aggregate of 8,000 shares of Common Stock (the "Option Shares"), for continuous, uninterrupted, employment service to PRCC or by specific acknowledgement of exception by the Company's Board of Directors. 2. Option Price. At any time when shares of Common Stock are to be purchased pursuant to the Option, the purchase price for each Option Share shall be two dollars and 19/100 ($2.19) ("Option Price"), and for purposes of record, the bid price of the Company's stock on this date was $2.19. 3. Option Period. The option period shall commence on June 17, 2000 (the "Date of Grant") and shall terminate June 24, 2003. 4. Exercise of Option. The Option may be exercised in whole or in part at any time after the date hereof by delivering to the Chief Financial Officer of PRCC (a) a Notice and Agreement of Exercise of Option, substantially in the form attached hereto as Exhibit "A," specifying the number of Option Shares with respect to which the Option is exercised, and (b) full payment of the Option Price for such Shares. 5. Securities Laws Requirements. The Option Shares have not been registered under the Securities Act of 1933, as amended (the "Act"), and no Shares may be sold, offered for sale, transferred, pledged, hypothecated or otherwise disposed of except in compliance with the Act and any other applicable federal and state securities laws. Additionally, the Option and the Option Shares have not been qualified under the California Securities Law of 1968, as amended (the "California Law"). PRCC has no obligation to register the Option shares under the Act or qualify the Option Shares under the California Law. Optionee acknowledges that he is aware that Rule 144 of the General Rules and Regulations under the Act ("Rule 144") affords a limited exemption from registration for the public resale of registered securities and under the terms of Rule 144 as currently in effect, the Shares received by Optionee may be sold to the public without registration only after a period of two (2) years has elapsed from the exercise date of the Option and then only in compliance with all other requirements of Rule 144 and the Act. Optionee hereby acknowledges, represents, warrants and agrees as follows: (a) That the Option and the Option Shares are not registered under the Act or qualified under the California Law, and the Option Shares shall be acquired solely for the account of Optionee for investment purposes only and with no view to their resale or other distribution of any kind; (b) Neither the Option nor any Option Share shall be sold or otherwise distributed in violation of the Act, the California Law or any other applicable federal or state securities law; (c) His overall commitment to investments that are not readily marketable is not disproportionate to his net worth, and his investment in PRCC will not cause such overall commitment to become excessive; (d) He has the financial ability to bear the economic risk of his investment, has adequate means of providing for his current needs and personal contingencies, and has no need for liquidity in his investment in PRCC; (e) He either: (i) has a preexisting personal or business relationship with PRCC or its officers, directors or controlling persons, or (ii) has evaluated the business of PRCC and the high risks of investing in PRCC, the competitive nature of the business in which PRCC is engaged, and has the business or financial experience or has business or financial advisors who are unaffiliated with, and not compensated by, PRCC and protect his interests in connection with the transaction; (f) He has been given the opportunity to review all books, records and documents of PRCC and to ask questions and receive answers from PRCC concerning PRCC's business, to obtain additional information necessary to verify the accuracy of the information he has desired in order to evaluate his investment, and to consult with such attorneys, accountants and other advisors as he has desired; (g) His residence set forth below is his true and correct residence, and he has no present intention of becoming a resident or domiciliary of any other state of jurisdiction; (h) In making the decision to accept the Option and/or purchase the Option Shares, he has relied solely upon independent investigations made by or on behalf of him; (i) No federal or state agency has made any finding or determination as to the fairness of an investment in PRCC; and (j) He understands that all the representations and warranties made by him herein, and all information furnished by him to PRCC, is true, correct and complete in all respects. 6. Optionee hereby acknowledges that he understands the meaning and legal consequences of the representations, warranties and covenants contained herein and that PRCC has relied on the representations made by Optionee in paragraph 5 hereof in granting this Option, and Optionee agrees to indemnify and hold harmless PRCC and its officers, directors, controlling persons, attorneys, agents and employees from and against any and all loss, damage or liability, together with all costs and expenses (including attorneys' fees and disbursements) which any of them may incur by reason of any breach and any representation, warranty, covenant or agreement contained herein. All representations, warranties, covenants and agreements, and the indemnification contained herein shall survive the grant of the Option and the issuance of the Option Shares by PRCC. 7. Legend on Certificates. All Option Shares issued pursuant to this Agreement shall be subject to the provisions of this Agreement and the certificates representing such Option Shares shall bear the following legend or language substantially equivalent thereto: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER FEDERAL OR STATE SECURITIES LAWS. THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS SO REGISTERED OR QUALIFIED OR UNLESS AN EXEMPTION EXISTS, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY." 8. Transferability of Option. The Option shall not be transferable except by the laws of descent and distribution and any attempt to do so shall void the Option. 9. Adjustment. The Option Price and the number and kind of Option Shares shall be subject to corresponding adjustment in the event of any change in the Common Stock by reason of any reclassification, recapitalization, split-up, combination, exchange of shares, readjustment or stock dividend, in like manner as if such Option Shares had been issued and outstanding, fully-paid and nonassessable at the time of such occurrence. 10. Privilege of Ownership. Optionee shall not have any of the rights of a shareholder with respect to the shares covered by the Option except to the extent that one or more certificates for such shares shall be delivered to him upon one (1) or more exercises of the Option. 11. Notices. Any notices required or permitted to be given under this Agreement shall be in writing and they shall be deemed to have been given upon personal delivery or two (2) business days after mailing the notice by postage, registered or certified mail. Such notice shall be addressed to the party to be notified as shown below: PRCC: POLLUTION RESEARCH AND CONTROL CORP. 506 Paula Avenue Glendale, CA 91201 Attn: President OPTIONEE: Sean Rose 72 Clare Rose Boulevard Patchogue, New York 11772 Any party may change its or his address for purposes of this Section by giving the other party written notice of the new address in the manner set forth above. 12. General Provisions. This Agreement: (a) Contains the entire agreement between PRCC and Optionee regarding options of PRCC to Optionee and supersedes all prior communications, oral or written; (b) Shall not be construed to give Optionee any rights as to PRCC or the Common Stock, except as specifically provided herein; (c) May not be amended nor may any rights hereunder be waived except by an instrument in writing signed by the party sought to be charged with such amendment or waiver; (d) Shall be construed in accordance with, and governed by, the laws of the State of California; and (e) Shall be binding upon and shall inure to the benefit of PRCC and Optionee, and their respective successors and assigns, except that Optionee shall not have the right to assign or otherwise transfer his rights hereunder to any person. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. PRCC: POLLUTION RESEARCH AND CONTROL CORP., a California corporation By: /s/ Albert E. Gosselin ----------------------------------------- Albert E. Gosselin, Jr., President and Chief Executive Officer OPTIONEE: By: /s/ Sean Rose ----------------------------------------- Sean Rose EXHIBIT A To Pollution Research and Control Corp. NOTICE AND AGREEMENT OF EXERCISE OF OPTION I hereby exercise the Option granted to me by POLLUTION RESEARCH AND CONTROL CORP., a California corporation ("PRCC"), dated as of_______________ ____________________ as to __________ shares of PRCC's no par value Common Stock. Enclosed are the documents and payment specified in Paragraph 4 of my Agreement regarding the Option. - ---------------------------------- ---------------------------------- (Print Your Name) Signature EX-4.45 14 0014.txt WARRANT TO PURCHASE Exhibit 4.45 THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THE WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE AND THUS MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS REGISTERED UNDER THAT ACT AND REGISTERED OR QUALIFIED UNDER APPLICABLE SECURITIES LAW OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION IS AVAILABLE. WARRANT TO PURCHASE 250,000 SHARES OF COMMON STOCK OF POLLUTION RESEARCH AND CONTROL CORP. FROM OCTOBER 20, 2000 VOID AFTER 5:00 P.M., LOS ANGELES TIME, ON OCTOBER 20, 2003 This certifies that, East West Network Group Co., or registered assigns, is entitled, subject to the terms set forth below, to purchase from Pollution Research and Control Corp., a California corporation (the "Company"), the above number of fully paid and nonassessable shares of Common Stock of the Company ("Common Stock") at a purchase price of: 50,000 shares at $2.00 (Two Dollars) per share 50,000 shares at $2.25 (Two Dollars and twenty five cents) per share 50,000 shares at $2.50 (Two Dollars and fifty cents) per share 50,000 shares at $3.00 (Three Dollars) per share 50,000 shares at $3.50 (Three Dollars and fifty cents) per share The Purchase Price and number of shares of Common Stock issuable upon exercise hereof shall be subject to adjustment as provided in this Warrant. This Warrant is exercisable at any time, or from time to time, to and including 5:00 p.m., Los Angeles time, on October 20, 2003, unless sooner exercise is required pursuant to the terms of this Warrant. DEFINITIONS. As used in this Warrant, the following terms, unless the context otherwise requires, have the following meanings: 1.1 "Company" includes any corporation that shall succeed to or assume the obligations of the Company under this Warrant. 1.2 "Common Stock," when used with reference to stock of the Company, means all shares, now or hereafter authorized, of the class of the Common Stock of the Company presently authorized and stock of any other class into which those shares may hereafter be changed. 1.3 The terms "Warrant holder," "holder of this Warrant," "holder," or similar terms when the context refers to a holder of the Warrant, refers to any person who shall at the time be the registered holder of the Warrant. 2. EXERCISE. The holder of this Warrant may exercise it in full by surrender of this Warrant, with the form of subscription at the end of this Warrant duly executed by the holder, to the Company at its principal office, accompanied by payment in the amount obtained by multiplying the Purchase Price by the number of shares of Common Stock specified on the face of this Warrant as may be adjusted pursuant to the terms of this Warrant. Payment shall be made in cash, cashier's or certified check payable to the Company, by the surrender of any notes of the Company having an unpaid principal and interest balance at least equal to such payment (designating the portion of such balance to be applied), or by any combination of such methods. The holder of this Warrant may exercise it in part by surrendering it, accompanied by payment as provided above, except that the amount payable by the holder on such partial exercise shall be the amount obtained by multiplying the Purchase Price by the number of shares of Common Stock (without giving effect to any adjustment of that number) designated by the holder in a written statement accompanying this Warrant. On partial exercise, the Company shall, unless this Warrant has expired, promptly issue and deliver to the holder of this Warrant a new Warrant or Warrants of like tenor and dated the date hereof in the name of that holder providing for the right to purchase that number of shares of Common Stock (without giving effect to any adjustment of that number) for which this Warrant has not been exercised. In the event the Common Stock issuable upon exercise of this Warrant is not then registered under the Securities Act of 1933, as amended, the holder of this Warrant shall, upon exercise of this Warrant, deliver to the Company an investor's certificate with respect to such shares to the effect that such shares are being acquired for investment purposes only and for its own account, and not as a nominee or agent for any other person and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act of 1933, as amended. 3. ISSUANCE OF CERTIFICATES. As soon as possible after full or partial exercise of this Warrant, the Company, at its expense, will cause to be issued in the name of and delivered to the holder of this Warrant, a certificate, or certificates, for the number of fully-paid and nonassessable shares of Common Stock to which that holder shall be entitled on such exercise, together with any other securities and property to which that holder is entitled on such exercise under the terms of this Warrant. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Purchase Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. No fractional share will be issued on exercise of rights to purchase under this Warrant. If on any exercise of this Warrant, a fraction of a share results, the Company will pay the cash value of that fractional share, calculated on the basis of the Purchase Price. 4. SUBDIVISIONS OR COMBINATIONS. If, at any time during the term hereof, the number of shares of Common Stock outstanding is increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up, then, immediately following the record date fixed for the determination of holders of Common Stock entitled to receive such stock dividend, subdivision or split-up, the number of shares of Common Stock issuable upon exercise of this Warrant shall be increased and the Purchase Price shall be decreased in proportion to such increase in outstanding shares. If at any time during the term hereof the number of shares of Common Stock outstanding is decreased by a combination of the outstanding shares of Common Stock, immediately following the record date for such combination, the number of shares of Common Stock issuable upon exercise of this Warrant shall be decreased and the Purchase Price shall be increased in proportion to such decrease in outstanding shares. If the Company shall, at any time, subdivide or combine its outstanding shares of Common Stock, pay a dividend of other securities to the holders of such shares, or pay a dividend of shares of Common Stock to holders of any such stock of the Company of any class, this Warrant shall, after that subdivision, combination, or dividend, evidence the right to purchase the number of shares of Common Stock or other securities that would have been issuable to the holder of this Warrant as a result of that subdivision, combination or dividend with respect to the shares of Common Stock that were purchasable under this Warrant immediately before that subdivision, combination, or dividend or any record date thereafter. If the Company shall at any time subdivide the outstanding shares of Common Stock, the Purchase Price then in effect immediately before that subdivision shall be proportionately decreased, and, if the Company shall at any time combine the outstanding shares of Common Stock, the Purchase Price then in effect immediately before that combination shall be proportionately increased. Any judgment under this Section 4 shall become effective at the close of business on the date the subdivision, combination or dividend becomes effective retroactive to the record date therefor, if any. 5. REORGANIZATION, RECLASSIFICATION. If the Common Stock issuable on exercise of this Warrant shall be changed into the same or a different number of shares of any other class or classes of stock, whether by capital reorganization, reclassification, or otherwise (other than a subdivision or combination of shares provided for above, the holder of this Warrant shall, on its exercise, be entitled to purchase, in lieu of the Common Stock which that holder would have become entitled to purchase but for such change, a number of shares of such other class or classes of stock that the holder of this Warrant would have owned or have been entitled to receive after such change, had this Warrant been exercised immediately before that change or any record date therefor. 6. CONSOLIDATION, MERGERS. If at any time there shall be a capital reorganization of the Common Stock issuable upon exercise of this Warrant (other than a combination, reclassification, exchange or subdivision of shares provided for elsewhere in this Warrant) or a merger or consolidation of the Company with or into another corporation, or the sale of the Company's properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation, or sale, lawful provision shall be made so that the holder of this Warrant shall thereafter be entitled to receive on exercise of this Warrant, during the period specified in this Warrant and on payment of the Purchase Price then in effect, the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from such merger or consolidation, to which a holder of the Common Stock deliverable on exercise of this Warrant would have been entitled on such capital reorganization, merger, consolidation, or sale. In any such case, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the holder of this Warrant after the reorganization, merger, consolidation, or sale such that the provisions of this Warrant (including adjustments of the Purchase Price then in effect and number of shares purchasable on exercise of this Warrant) shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event on exercise of this Warrant. 7. NOTICE. The Company shall promptly give written notice of each adjustment of the Purchase Price or the number of shares of Common Stock or other securities issuable on exercise of this Warrant, by certified mail, return receipt requested, postage prepaid, to the registered holder of this Warrant at that holder's address as shown on the Company's books. The notice shall state the adjustment and show in reasonable detail the facts on which that adjustment is based. If (i) the Company shall pay any dividend payable in stock on its Common Stock or make any other distributions to the holders of its Common Stock (other than a dividend in Common Stock exempt from the adjustment provisions of this Warrant), or (ii) the Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other rights, or (iii) there shall be any capital reorganization or reclassification of the Company's Common Stock or consolidation or merger of the Company with or into another corporation, or (iv) there shall be any sale of all or substantially all of the Company's properties and assets, or (v) there shall be a voluntary or involuntary dissolution, liquidation, or winding up of the Company, or (vi) the Company shall have received an offer approved by the Board of Directors to purchase all or substantially of its assets; then, in each case, the Company shall give at least 15 calendar days prior written notice (by certified mail, return receipt requested) to the registered holder of this Warrant at the address of that holder shown on the books of the Company, of the date as of which the books of the Company shall close or a record shall be taken for such dividend, distribution, or subscription rights, or the date as of which the reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding up shall take place. That notice shall also specify the date as of which the holders of the Common Stock of record shall participate in that dividend, distribution, or subscription rights, or shall be entitled to exchange their Common Stock for securities or other property deliverable on such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding up (on which date, in the event of voluntary or involuntary dissolution, liquidation, or winding up of the Company, or consolidation or merger in which the Company is not a surviving entity or becomes a wholly-owned subsidiary, the right to exercise this Warrant shall cease). 8. COVENANTS. The Company covenants that it will not, by amendment of its articles of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, or any other voluntary action avoid, or seek to avoid, the observance or performance of any of the terms of this Warrant, but will, at all times and in good faith, assist in carrying out all those terms and in taking all action necessary or appropriate to protect the rights of the holder of this Warrant against other impairment. Without limiting the generality of the above provision, the Company: (i) will take all necessary or appropriate action in order that the Company may validly and legally issue fully-paid and nonassessable shares of Common Stock on exercise of this Warrant; (ii) will not increase the par value of the shares of Common Stock receivable on the exercise of this Warrant above the amount payable for those shares on such exercise; and (iii) will at all times reserve and keep available, solely for issuance upon exercise of this Warrant, all shares of Common Stock or other securities from time to time issuable upon exercise of this Warrant. 9. CHANGES IN WARRANT. The form of this Warrant need not be changed because of any adjustment in the Purchase Price or in the number of shares of Common Stock purchasable upon its exercise. A Warrant issued after any such adjustment or any partial exercise or in replacement may continue to express the same Purchase Price and the same number of shares of Common Stock (appropriately reduced in the case of partial exercise) as are stated on the face of this Warrant as initially issued, and that Purchase Price and the number of shares shall be considered to have been so changed as of the close of business on the date of adjustment. 10. LOST CERTIFICATES. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation of this Warrant, upon delivery of any indemnity agreement or bond reasonably satisfactory in form and amount to the Company or, in the case of mutilation, on surrender and cancellation of this Warrant, the Company, at its expense, will execute and deliver, in lieu of this Warrant, a new Warrant of like tenor. 11. TRANSFERABILITY. This Warrant shall not be transferred or assigned unless the Company receives an opinion of counsel reasonably acceptable to the Company (which counsel may be counsel for the Company), stating that such transfer is exempt from the registration requirements of the Securities Act of 1933, as amended, and the registration and qualification requirements under applicable state law. 12. GOVERNING LAW. This Warrant shall be governed by and construed and enforced in accordance with the laws of California. 13. TAXES. The Company shall pay all documentary, stamp or other transactional taxes attributable to the issuance or delivery of shares of Common Stock of the Company upon exercise of all or any part of this Warrant; provided, however, that the Company shall not be required to pay any taxes that may be payable in respect of any transfer involved in the issuance or delivery of any certificate for such shares in a name other than that of the holder of this Warrant. 14. RIGHTS OF WARRANT HOLDER. No holder of this Warrant, as such, shall be entitled to vote or receive dividends or be considered a shareholder of the Company for any purpose, nor shall anything in this Warrant be construed to confer on any holder of this Warrant, as such, any rights of a shareholder of the Company or any right to vote, give or withhold consent to any corporate action, to receive notice of meetings of shareholders, to receive dividends or subscription rights or otherwise. 15. AMENDMENT. This Warrant and any of its terms may be changed only by a written instrument signed by the Company and the holder of this Warrant. DATED: October 20, 2000 The Company: POLLUTION RESEARCH AND CONTROL CORP., a California corporation By: /s/ Albert E. Gosselin, Jr. -------------------------------------- Albert E. Gosselin, Jr., President and Chief Executive Officer SUBSCRIPTION FORM TO: POLLUTION RESEARCH AND CONTROL CORP. The undersigned, the holder of the attached Warrant, hereby irrevocably elects to exercise the purchase right represented by that Warrant for, and to purchase under that Warrant, _____________ shares of Common Stock of POLLUTION RESEARCH AND CONTROL CORP., and herewith makes payment of and requests that the certificates for those shares be issued in the name of, and delivered to, _________________, whose address is ___________________________________________, and if said number of shares shall not be all the shares now purchasable under the attached Warrant, the undersigned hereby requests that a new certificate be registered in the name of and delivered to the undersigned for the balance of the shares purchasable under the attached Warrant. DATED: --------------------------------- ------------- (Signature) - ----------------------------------- Note: The above signature must correspond with the name written upon the face of the attached Warrant Certificate unless the Warrant has been properly and lawfully assigned.(City, State, Zip) EX-4.46 15 0015.txt INVESTOR RELATIONS AGREEMENT Exhibit 4.46 Investor Relations Agreement made by and between Pollution Research and Control Corp. and East West Network Group Co. This Payment Agreement is made on the 20th day of October 2000 by and between Pollution Research and Control Corp., corporate headquarters at 506 Paula Avenue, Glendale, California 91201, and East West Network Group Co., located at 11675 Century Drive, Suite C, Alpharetta, Georgia 30004, and will serve as confirmation of payment terms for investor relations services to be provided for Pollution Research and Control Corp. by East West Network Group Co. TERMS Pollution Research and Control Corp. will pay to East West Network Group Co. 1) Twenty five thousand (25,000) shares of Pollution Research and Control Corp. common stock at the current market. 2) Fifty thousand (50,000) warrants of Pollution Research and Control Corp. exercisable into 50,000 shares of Pollution Research and Control Corp. common stock at $2.00 per share. 3) Fifty thousand (50,000) warrants of Pollution Research and Control Corp. exercisable into 50,000 shares of Pollution Research and Control Corp. common stock at $2.25 per share. 4) Fifty thousand (50,000) warrants of Pollution Research and Control Corp. exercisable into 50,000 shares of Pollution Research and Control Corp. common stock at $2.50 per share. 5) Fifty thousand (50,000) warrants of Pollution Research and Control Corp. exercisable into 50,000 shares of Pollution Research and Control Corp. common stock at $3.00 per share. 6) Fifty thousand (50,000) warrants of Pollution Research and Control Corp. exercisable into 50,000) shares of Pollution Research and Control Corp. common stock at $3.50 per share. The warrants of Pollution Research and Control Corp. mentioned above are good for a period of three (3) years starting on October 20th, 2000 and expiring on October 20th, 2003. Items one (1) through six (6) above are to be registered in the current S-3 that is being filed currently. The Company, Pollution Research and Control Corp., will hold the East West Network Group Co. harmless in the event of any legal action taken. East West Network Group Co. will offer the following services to Pollution Research and Control Corp: 1) We will be in direct contact with the investment community in order to attempt to expand the shareholder base for Pollution Research and Control Corp. 2) We will handle current and potential new investors questions about the represented company. 3) We will obtain research coverage for the represented company. 4) We will pursue interviews for the represented company through internet web sites. 5) We will write the represented company's press releases. 6) All related cost items in regards to the following services offered will be absorbed by East West Network Group Co. Pollution Research and Control Corp. East West Network Group Co. By: /s/ Albert E. Gosselin, Jr. By: /s/ Mark Miller ---------------------------------- ----------------------------- Albert E. Gosselin, Jr. Mark Miller Chairman of the Board, President President & CEO By: /s/ Paullyanny B. Ferreira ----------------------------- Paullyanny B. Ferreira Executive Vice-President EX-23.1 16 0016.txt CONSENT Exhibit 23.1 October 20, 2000 Board of Directors Pollution Research and Control Corp. 506 Paula Avenue Glendale, California 91201 Gentlemen: We have acted as counsel to Pollution Research and Control Corp., a California corporation (the "Company"), in connection with the Registration Statement on Form S-3 (the "Registration Statement") filed with the U.S. Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, on or about the date hereof. The Registration Statement relates to an aggregate of 1,725,788 shares (the "Shares") of the Company's common stock, no par value per share (the "Common Stock"), including 1,084,081 shares of Common Stock underlying outstanding warrants (collectively, the "Warrants") and options (collectively, the "Options") that may be issued upon exercise by the holders of all of the Warrants and Options on or prior to the various expiration dates thereof commencing on November 4, 2000, through October 20, 2003, and 641,707 shares of Common Stock issued upon the exercise of warrants or options by the holders on various expiration dates thereof commencing on February 23 through March 31, 2000, the conversion on June 8, 1999, of certain shares of preferred stock or otherwise. The holders of shares of Common Stock received upon the exercise of warrants and options on various expiration dates thereof commencing on February 23 through March 31, 2000, the conversion on June 8, 1999, of certain shares of preferred stock or otherwise are hereinafter, collectively, referred to as the "Selling Shareholders." In connection with this opinion, we have examined the Company's Articles of Incorporation, as amended; the Company's By-Laws; minutes of the Company's corporate proceedings, as made available to us by officers of the Company; an executed copy of such Registration Statement, and all exhibits thereto in the form filed with the Commission; and such matters of law deemed necessary by us in order to deliver the within opinion. In the course of our examination, we have assumed the genuineness of all signatures, the authority of all signatories to sign on behalf of their principals, if any, the authenticity of all documents submitted to us as original documents, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof. As to certain factual matters, we have relied upon information furnished to us by officers of the Company. Board of Directors Pollution Research and Control Corp. October 20, 2000 Page 2 On the basis of the foregoing, and solely in reliance thereon, we are of the opinion that the Shares of Common Stock have been duly authorized and, when issued for consideration received by the Company (i) from the Selling Shareholders, (ii) upon exercise by the holders of the Warrants and payment of the exercise price as provided in the Warrants in accordance with the terms thereof and/or (ii) upon exercise by the holders of the Options and payment of the exercise price as provided in the Options in accordance with the terms thereof, the Shares of Common Stock have been or will be validly issued, fully-paid and nonassessable. We hereby consent to the filing of this letter as an exhibit to the Registration Statement. Very truly yours, CUDD & ASSOCIATES By: /s/ Patricia Cudd ---------------------------- Patricia Cudd EX-23.2 17 0017.txt CONSENT Exhibit 23.2 AJ. ROBBINS, P.C. CERTIFIED PUBLIC ACCOUNTANTS AND CONSULTANTS 3033 EAST 1ST AVENUE, SUITE 201 DENVER, COLORADO 80206 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We hereby consent to the use in the Prospectus constituting part of this Registration Statement on Form S-3 of Pollution Research and Control Corporation of our report dated February 22, 2000 relating to the consolidated financial statements of Pollution Research and Control Corporation and to the reference made to our firm under the caption "Experts" which appear in such documents. By: /s/ A.J. Robbins, P.C. ---------------------------- A.J. Robbins, P.C. CERTIFIED PUBLIC ACCOUNTANTS AND CONSULTANTS Denver, Colorado October 20, 2000 -----END PRIVACY-ENHANCED MESSAGE-----