-----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, U0T+CmxH7DZyUzeR9juMZpYTMCfd7MfHii3bivAS2SIFmZsxuG4rcXGz76EieW2r RCKFNcTwMVhD0ynfY7UlCA== 0001050502-00-000301.txt : 20000324 0001050502-00-000301.hdr.sgml : 20000324 ACCESSION NUMBER: 0001050502-00-000301 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20000323 FILER: COMPANY DATA: COMPANY CONFORMED NAME: POLLUTION RESEARCH & CONTROL CORP /CA/ CENTRAL INDEX KEY: 0000763950 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 952746949 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: SEC FILE NUMBER: 333-87965 FILM NUMBER: 576389 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 POS AM 1 FORM POS AM As filed with the Securities and Exchange Commission on March 23, 2000 Registration No. 333-87965 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------- POST-EFFECTIVE AMENDMENT NO. 1 TO 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 DOCUMENTS INCORPORATED BY REFERENCE: The contents of the Registration Statement on Form S-3, File Number 333-87965, filed on September 28, 1999, are incorporated herein by reference. 2
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 100,000 $3.91 $391,000 $ 78.20 - ---------------------------------------------------------------------------------------- Common Stock, no par value, underlying options (2) 64,000 $3.91 $250,240 $ 50.05 - ---------------------------------------------------------------------------------------- Common Stock, no par value, underlying debentures (3) 45,000 $3.91 $175,950 $ 35.19 - ---------------------------------------------------------------------------------------- TOTAL 209,000 $3.91 $817,190(4) $163.44 ========================================================================================
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457. Pursuant to Rule 457(c), based upon 100,000 shares of Common Stock being offered by a Selling Shareholder, 64,000 shares of Common Stock underlying options and 45,000 shares of Common Stock underlying debentures, and the average of the high and low sales prices of the Common Stock on the NASDAQ SmallCap Market System on March 14, 2000, of $3.91. (2) Represents the shares of Common Stock underlying four options, one of which options is exercisable to purchase 25,000 shares of Common Stock at an exercise price of $1.00 per share on or prior to February 25, 2002, and three of which options are exercisable to purchase 14,500 shares, 14,500 shares, and 10,000 shares, of Common Stock, respectively, at an exercise price of $1.38 per share on or prior to March 22, 2002. (3) Represents the additional shares of Common Stock underlying the outstanding 18%-$500,000 face amount subordinated convertible debenture due December 1, 1999, and the 12%-$300,000 face amount subordinated convertible debenture due June 1, 2000. Pursuant to Rule 416, the number of shares of Common Stock issuable upon conversion of the debentures is subject to adjustment in accordance with the anti-dilution provisions of such debentures. (4) Represents not more than 20% of the maximum aggregate offering price set forth for the Common Stock, no par value, in the "Calculation of Registration Fee" table contained in the Registration Statement on Form S-3, Registration Number 333-87965, filed on September 28, 1999. 3 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 Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Glendale, State of California, on March 20, 2000. Date: March 20, 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 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: March 20, 2000 /s/ Albert E. Gosselin, Jr. --------------------------- Albert E. Gosselin, Jr., President, Chief Executive Officer, Chairman of the Board Directors (Principal Executive Officer) and Attorney-in-Fact for Gary L. Dudley, Marcia A. Smith, Craig E. Gosselin and Barry Soltani, Directors 4 EXHIBIT INDEX The following Exhibits are filed as part of this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3. Item Number Description - ------ ----------- 4.1* 12% Subordinated Convertible Debenture Due February 23, 2001, dated February 16, 2000, between Pollution Research and Control Corp. and Britannica Associates Limited. 4.2* Agreement for Sale of Shares of Common Stock dated February 23, 2000, between Pollution Research and Control Corp. and Britannica Associates Limited. 4.3* 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. 4.4* 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. 4.5* 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. 5.0* Opinion and Consent of Cudd & Associates. 23.1 Consent of Cudd & Associates (included in Exhibit 5.0 hereto). 23.2* Consent of AJ. Robbins, P.C., Certified Public Accountants and Consultants, independent auditors. - ------------------ * Filed herewith. 5 EX-4.1 2 EXHIBIT 4.1 Exhibit 4.1 DEBENTURE NEITHER THIS DEBENTURE NOR THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS DEBENTURE (COLLECTIVELY, THE "SECURITIES") HAS BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES COMMISSION OF ANY STATE UNDER ANY STATE SECURITIES LAW. THE SECURITIES ARE RESTRICTED AND MAY NOT BE OFFERED, RESOLD, PLEDGED OR TRANSFERRED UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR ARE PERMITTED UNDER THE ACT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. $500,000 POLLUTION RESEARCH AND CONTROL CORP. 12% SUBORDINATED CONVERTIBLE DEBENTURE DUE FEBRUARY 23, 2001 THIS DEBENTURE is the only one of a duly authorized issue of $500,000 in Debentures of Pollution Research and Control Corp., a corporation duly organized and existing under the laws of California (the "Company"), designated as its 12% Subordinated Convertible Debenture Due February 23, 2001 (the "Debenture"). FOR VALUE RECEIVED, the Company promises to pay to Britannica Associates Limited, the registered holder hereof (the "Holder"), the principal sum of Five Hundred Thousand Dollars (US$500,000) on February 23, 2001 (the "Maturity Date") and to pay interest on a monthly basis on the principal sum outstanding, at the rate of 12% per annum commencing March 16, 2000. Subject to the provisions of Section 4 below, the principal of, and interest on, this Debenture are payable at the option of the Holder, in shares of Common Stock no par value per share of the Company ("Common Stock"), or in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, at the address last appearing on the Debenture Register of the Company as designated in writing by the Holder from time to time. The Company will pay the outstanding principal due upon this Debenture before or on the Maturity Date, less any amounts required by law to be deducted or withheld, to the Holder of this Debenture by check if paid more than ten days prior to the Maturity Date or by wire transfer and addressed to such Holder at the last address appearing on the Debenture Register. The forwarding of such check or wire transfer shall constitute a payment of outstanding principal hereunder and shall satisfy and discharge the liability for principal on this Debenture to the extent of the sum represented by such check or wire transfer. This Debenture is subject to the following additional provisions: 1. The Debenture is issuable in denominations of Fifty Thousand Dollars (US$50,000) and integral multiples thereof. The Debenture is exchangeable for an equal aggregate principal amount of debentures of different authorized denominations (the "Debentures"), as requested by the Holder(s) surrendering the same, but not less than US$50,000. No service charge will be made for such registration, transfer or exchange, except that the Holder shall pay any tax or other governmental charges payable in connection therewith. 2. The Company shall be entitled to withhold from all payments of principal of, and interest on, this Debenture any amounts required to be withheld under the applicable provisions of the United States income tax laws or other applicable laws at the time of such payments, and Holder shall execute and deliver all required documentation in connection therewith. 3. This Debenture may be transferred or exchanged only in compliance with the Securities Act of 1933, as amended (the "Act"), and applicable state securities laws. Prior to due presentment for transfer of this Debenture, the Company and any agent of the Company may treat the person in whose name this Debenture is duly registered on the Company's Debenture Register as the owner hereof for all other purposes, whether or not this Debenture be overdue, and neither the Company nor any such agent shall be affected or bound by notice to the contrary. 4. The Holder of this Debenture is entitled, at its option, at any time immediately following execution of this Agreement and delivery of the Debenture, to convert all or any amount over $50,000 of the principal face amount of this Debenture then outstanding (provided that the principal amount is at least US$50,000, unless if at the time of such election to convert the aggregate principal amount of all Debentures registered to the Holder is less than US$50,000, then the whole amount thereof) into shares of Common Stock. The conversion price (the "Conversion Price") for each share of Common Stock shall be equal to the lesser of (a) 85% of the Market Price of the Common Stock on the Conversion Date; or (b) $2.00. The shares of the Company's Common Stock issued upon conversion of this Debenture shall hereinafter be referred to as the "Conversion Shares." If the number of resultant Conversion Shares would as a matter of law or pursuant to regulatory authority require the Company to seek shareholder approval of such issuance, the Company shall, as soon as practicable, take the necessary steps to seek such approval. For purposes of this Section 4, the Market Price of the Common Stock shall be the closing bid price of the Common Stock on the Conversion Date as reported by Nasdaq, or the closing bid price on the over-the-counter market on such date or, in the event the Common Stock is listed on a stock exchange, the closing bid price shall be the closing price on the exchange on such date as reported in the Wall Street Journal. Conversion shall be effectuated by surrendering the Debentures to be converted to the Company with the form of conversion notice 2 attached hereto as Exhibit I, executed by the Holder of the Debenture evidencing such Holder's intention to convert this Debenture or a specified portion (as above provided) hereof, and accompanied, if required by the Company, by proper assignment hereof in blank. Interest accrued or accruing from the date of issuance to the date of conversion shall, at the option of the Holder, be paid in cash or Common Stock upon conversion at the Conversion Rate. No fraction of shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share. The date on which notice of conversion is given (the "Conversion Date") shall be deemed to be the date on which the Holder has delivered this Debenture, with the conversion notice duly executed, to the Company or the date set forth in such facsimile delivery of the notice of conversion if the Debenture is received by the Company within two (2) business days therefrom. Facsimile delivery of the conversion notice shall be accepted by the Company at (818-247-7614); ATTN: Albert Gosselin). Certificates representing Common Stock upon conversion will be delivered within three (3) business days from the date the notice of conversion with the original Debenture is delivered to the Company. 5. No provision of the Debenture shall alter or impair the obligation of the Company, which is direct, absolute and unconditional, to pay the principal of, and interest on, this Debenture at the time, place, and rate, and in the form, herein prescribed. 6. The Company hereby expressly waives demand and presentment for payment, notice of non-payment, protest, notice of protest, notice of dishonor, notice of acceleration or intent to accelerate, and diligence in taking any action to collect amounts called for hereunder and shall be directly and primarily liable for the payment of all sums owing and to be owing hereto. 7. The Company agrees to pay all costs and expenses, including reasonable attorneys' fees, which may be incurred by the Holder in collecting any amount due under this Debenture. 8. The following shall constitute an "Event of Default": (a) The Company shall default in the payment of principal or interest on this Debenture and such default shall remain unremedied for five (5) business days after the Company has been notified of the default in writing by a Holder; or (b) Any of the representations or warranties made by the Company herein, and in the Registration Rights Agreement or in any certificate or financial or other written statements furnished by or on behalf of the Company in connection with the execution and delivery of this Debenture and the Registration Rights Agreement shall be false or misleading in any material respect at the time made; or 3 (c) The Company fails to issue shares of Common Stock to the Holder or to cause its Transfer Agent to issue shares of Common Stock upon exercise by the Holder of the conversion rights of the Holder in accordance with the terms of this Debenture, fails to transfer or to cause its Transfer Agent to transfer any certificate for shares of Common Stock issued to the Holder upon conversion of this Debenture and when required by this Debenture or the Registration Rights Agreement, or fails to remove any restrictive legend or to cause its Transfer Agent to transfer on any certificate or any shares of Common Stock issued to the Holder upon conversion of this Debenture as and when required by this Debenture, the Securities Purchase Agreement or the Registration Rights Agreement and any such failure shall continue uncured for five (5) business days after the Company has been notified of such failure in writing by Holder. (d) The Company shall fail to perform or observe, in any material respect, any other covenant, term, provision, condition, agreement or obligation of the Company under this Debenture and such failure shall continue uncured for a period of thirty (30) days after notice from the Holder or such failure; or (e) The Company shall (1) become insolvent; (2) admit in writing its inability to pay its debts generally as they mature; (3) make an assignment for the benefit of creditors or commence proceedings for it dissolution; or (4) apply for or consent to the appointment of a trustee, liquidator or receiver for its or for a substantial part of its property or business; or (f) A trustee, liquidator or receiver shall be appointed for the Company or for a substantial part of its property or business without its consent and shall not be discharged within thirty (30) days after such appointment; or (g) Any governmental agency or any court of competent jurisdiction at the insistance of any governmental agency shall assume custody or control of the whole or any substantial portion of the properties or assets of the Company and shall not be dismissed within thirty (30) days thereafter; or 4 (h) Any money judgment, writ, warrant of attachment, or similar process, in excess of One Hundred Thousand ($100,000) Dollars in the aggregate shall be entered or filed against the Company or any of its properties or other assets and shall remain unpaid, unvacated, unbonded or unstayed for a period of fifteen (15) days or in any event later than five (5) days prior to the date of any proposed sale thereunder; or (i) Bankruptcy, reorganization, insolvency or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Company and, if instituted against the Company, shall not be dismissed within sixty (60) days after such institution or the Company shall by any action or answer approve of, consent to, or acquiesce in any such proceedings or admit the material allegations of, or default in answering a petition filed in any such proceeding; or (j) The Company shall have its Common Stock suspended or delisted from an exchange or over-the-counter market from trading for in excess of five trading days. Then, or at any time thereafter, unless cured, and in each and every such case, unless such Event of Default shall have been waived in writing by the Holder (which waiver shall not be deemed to be a waiver of any subsequent default) at the option of the Holder and in the Holder's sole discretion, the Holder may consider this Debenture immediately due and payable, without presentment, demand, protest or (further) notice of any kind (other than notice of acceleration), all of which are hereby expressly waived, anything herein or in any note or other instruments contained to the contrary notwithstanding, and the Holder may immediately, and without expiration of any period of grace, enforce any and all of the Holder's rights and remedies provided herein and any other rights or remedies afforded by law. 9. The Holder of the Debenture, by acceptance hereof, agrees that this Debenture is being acquired for investment and that such Holder will not offer, sell or otherwise dispose of this Debenture or the shares of Common Stock issuable upon conversion thereof except under circumstances which will not result in a violation of the Act or any applicable state Blue Sky or foreign laws or similar laws relating to the sale of securities. 10. Nothing contained in this Debenture shall be construed as conferring upon the Holder the right to vote or to receive dividends or to consent or receive notice as a shareholder in respect of any meeting of shareholders or any rights whatsoever as a shareholder of the Company, unless and to the extent converted in accordance with the terms hereof. 5 11. This Debenture represents a prioritized obligation of the Company. However, no recourse shall be had for the payment of the principal of, or the interest on, this Debenture, or for any claim based hereon, or otherwise in respect hereof, against any incorporator, shareholder, officer or director, as such, past, present or future, of the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released. 12. If the Company merges or consolidates with another corporation or sells or transfers all or substantially all of its assets to another person and the holders of the Common Stock are entitled to receive stock, securities or property in respect of or in exchange for Common Stock, then as a condition of such merger, consolidation, sale or transfer, the Company and any such successor, purchaser or transferee agree that the Debenture may thereafter be converted on the terms and subject to the conditions set forth above into the kind and amount of stock, securities or property receivable upon such merger, consolidation, sale or transfer by a holder of the number of shares of Common Stock into which this Debenture might have been converted immediately before such merger, consolidation, sale or transfer, subject to adjustments which shall be as nearly equivalent as may be practicable. In the event of any proposed merger, consolidation or sale or transfer of all or substantially all of the assets of the Company (a "Sale"), the Holder hereof shall have the right to convert by delivering a Notice of Conversion to the Company within fifteen (15) days of receipt of notice of such Sale from the Company. In the event the Holder hereof shall elect not to convert, the Company may prepay all outstanding principal and accrued interest on this Debenture, less all amounts required by law to be deducted, upon which tender of payment following such notice, the right of conversion shall terminate. 13. Concurrently with the execution and delivery of this Debenture, the parties hereto will execute and deliver a Registration Rights Agreement in which the Company will undertake to register the Conversion Shares under the Securities Act of 1933. 14. A. Notwithstanding any other provision hereof to the contrary, at any time prior to the Conversion Date, the Company shall have the right to redeem all or any portion of the then outstanding principal amount of the Debentures then held by the Holder for an amount (the "Redemption Payment") equal to the sum of (a) such outstanding principal of the Debentures plus all accrued but unpaid interest thereon through the date the Redemption Amount is paid to the Holder (the "Redemption Payment Date"), multiplied by (b) 1.25. The Company shall give at least ten (10) business days' written notice of such redemption to the Holder (the "Notice of Redemption"). B. Anything in the preceding provisions of this Section 14 to the contrary notwithstanding, the Redemption Payment shall, unless otherwise agreed to in writing by the Holder after receiving the Notice of Redemption, be paid to the Holder at least ten (10) business days from the date of the Notice of Redemption. Upon the Holder's receipt of the Notice of Redemption, the Holder 6 shall have the right, exercisable within ten (10) business days of the Holder's receipt of the Notice of Redemption, to give a Notice of Conversion to the Company for any or all of the principal amount of the Debenture covered by the Notice of Redemption (such Notice of Conversion, a "Redemption Notice of Conversion"). The Redemption Notice of Conversion shall take precedence over the Notice of Redemption and such Debentures shall be converted in accordance with the terms hereof. The Redemption Payment for any portion of the Debentures covered by the Notice of Redemption but not by a Redemption Notice of Conversion shall be paid no later than on the date ( the "Redemption Payment Date") which is ten (10) business days after the date the Notice of Redemption is given. 15. In case any provision of this Debenture is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible, and the validity and enforceability of the remaining provisions of this Debenture will not in any way be affected or impaired thereby. 16. This Debenture and the agreements referred to in this Debenture constitute the full and entire understanding and agreement between the Company and the Holder with respect to the subject hereof. Neither this Debenture nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the Company and the Holder. 17. This Debenture shall be governed by and construed in accordance with the laws of the State of California. Each of the parties consents to the jurisdiction of the federal courts whose districts encompass any part of the State of California sitting in connection with any dispute arising under this Agreement and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non coveniens, to the bringing of any such proceeding in such jurisdictions. At Holder's election, any dispute between the parties may be arbitrated rather than litigated in the courts, before the arbitration board of the American Arbitrators Association in New York City and pursuant to its rules. Upon demand made by the Holder to the Company, the Company agrees to submit to and participate in such arbitration. This Agreement may be executed in counterparts, and the facsimile transmission of an executed counterpart to this Agreement shall be effective as an original. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed by an officer thereunto duly authorized. Dated: February 16, 2000 POLLUTION RESEARCH AND CONTROL CORP. By: /s/ Albert E. Gosselin, Jr. ------------------------------- Albert E. Gosselin, President 7 EXHIBIT I NOTICE OF CONVERSION (To be Executed by the Registered Holder in order to Convert the Debenture) The undersigned hereby irrevocably elects to convert $________ of the above Debenture No.________________ into shares of Common Stock of Pollution Research and Control Corp. (the "Company") according to the conditions set forth in such Debenture, as of the date written below. If Shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer and other taxes and charges payable with respect thereto. Date of Conversion - -------------------------------------------------------------------------------- Applicable Conversion Price - -------------------------------------------------------------------------------- Signature - -------------------------------------------------------------------------------- Print Name Holder and Title of Signer - -------------------------------------------------------------------------------- Address - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SSN or EIN - -------------------------------------------------------------------------------- Shares are to be registered in the following name: Name - -------------------------------------------------------------------------------- Address - -------------------------------------------------------------------------------- Tel. - -------------------------------------------------------------------------------- Fax - -------------------------------------------------------------------------------- SSN or EIN - -------------------------------------------------------------------------------- Shares are to be sent or delivered to following account: Account Name - -------------------------------------------------------------------------------- Address - -------------------------------------------------------------------------------- 8 EX-4.2 3 EXHIBIT 4.2 Exhibit 4.2 AGREEMENT FOR SALE OF SHARES OF COMMON STOCK THIS SGREEMENT FOR SALE OF SHARES OF COMMON STOCK (hereinafter 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 (hereinafter 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 Lodge Building, 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 (hereinafter 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 February 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 freely tradable 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 freely tradable 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 freely tradable 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 February 23, 2001, a copy of which is attached hereto and incorporated herein by this reference. 1 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 the 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 If to the Purchaser, to: 2 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 agreement, 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 Headings. 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 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 BRITANNICA ASSOCIATES LIMITED CONTROL CORP. By: /s/ Albert E. Gosselin, Jr. By: /s/ Tony Hurly - ------------------------------- ------------------ Albert E. Gosselin, Jr., Tony Hurly, Vice President President 3 EX-4.3 4 EXHIBIT 4.3 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 1 OPTION AGREEMENT This Option Agreement (the "Agreement") is made and entered into effective as of March 22, 2000 by and between Pollution Research and Control Corp., a California corporation ("PRCC"), and Mike Hamdan ("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 Law 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 2 "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; 3 (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 in 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 non-assessable at the time of such occurrence. 4 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, California 91201 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. 5 PRCC: POLLUTION RESEARCH AND CONTROL CORP., a California corporation By: /s/ Albert E. Gosselin, Jr. ------------------------------- Albert E. Gosselin, Jr., President and Chief Executive Officer OPTIONEE: /s/ Mike Hamdan --------------- Mike Hamdan 6 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 March 22, 2000 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 7 EX-4.4 5 EXHIBIT 4.4 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 1 OPTION AGREEMENT This Option Agreement (the "Agreement") is made and entered into effective as of March 22, 2000 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 Law 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 2 "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 his current needs and personal contingencies, and has no need for liquidity in his 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 his 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; 3 (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 in 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 non-assessable at the time of such occurrence. 4 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, California 91201 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. 5 PRCC: POLLUTION RESEARCH AND CONTROL CORP., a California corporation By: /s/ Albert E. Gosselin, Jr. ------------------------------- Albert E. Gosselin, Jr., President and Chief Executive Officer OPTIONEE: /s/ Paz Laroya -------------- Paz Laroya 6 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 March 22, 2000 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 7 EX-4.5 6 EXHIBIT 4.5 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 1 OPTION AGREEMENT This Option Agreement (the "Agreement") is made and entered into effective as of March 22, 2000 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 Law 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 2 "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; 3 (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 in 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 non-assessable at the time of such occurrence. 4 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, California 91201 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. 5 PRCC: POLLUTION RESEARCH AND CONTROL CORP., a California corporation By: /s/ Albert E. Gosselin, Jr. ------------------------------- Albert E. Gosselin, Jr., President and Chief Executive Officer OPTIONEE: /s/ Robert Klein ---------------- Robert Klein 6 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 March 22, 2000 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 7 EX-5.0 7 EXHIBIT 5.0 Exhibit 5.0 CUDD & ASSOCIATES ATTORNEYS AT LAW 1120 Lincoln Street, Suite 1507 Denver, CO 80203 Telephone 303-861-7273 Fax 303-861-7560 E-Mail: pcudd@cuddassociates.com March 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 Post-Effective Amendment No. 1 to the Registration Statement on Form S-3, File Number 333-87965 (the "Post-Effective Amendment No. 1"), 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 Post-Effective Amendment No. 1 relates to an aggregate of 209,000 shares (the "Shares") of the Company's common stock, no par value per share (the "Common Stock"), including 100,000 shares of Common Stock being offered by Britannica Associates Limited (the "Selling Shareholder"), 64,000 shares of Common Stock underlying four options, one of which options is exercisable to purchase 25,000 shares of Common Stock at an exercise price of $1.00 per share on or prior to February 25, 2002, and three of which options are exercisable to purchase 14,500 shares, 14,500 shares, and 10,000 shares, of Common Stock, respectively, at an exercise price of $1.38 per share on or prior to March 22, 2002 (collectively, the "Options"), and 45,000 shares of Common Stock underlying the outstanding 18%-$500,000 face amount subordinated convertible debenture due December 1, 1999, and the 12%-$300,000 face amount subordinated convertible debenture due June 1, 2000 (together, the "Debentures"). 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 Post-Effective Amendment No. 1, 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. March 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 Shareholder, (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 and/or (ii) upon conversion by the holders of the Debentures and payment of the conversion price as provided in the Debentures, 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 Post-Effective Amendment No. 1. Very truly yours, CUDD & ASSOCIATES /s/ Patricia Cudd ----------------- Patricia Cudd PC:hs EX-23.2 8 EXHIBIT 23.2 EXHIBIT 23.2 AJ. ROBBINS, PC Certified Public Accountants and Consultants 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 Amendment #1 of Pollution Research and Control Corporation of our report dated February 12, 1999 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. /s/ AJ. Robbins, P.C. --------------------- AJ. Robbins, P.C. Denver, Colorado March 16, 2000 3303 East 1st Avenue * Suite 201 * Denver, CO 80206 303 321-1281 * Fax 303 321-1288 -----END PRIVACY-ENHANCED MESSAGE-----