-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, kiWlCni6qp8bjkdAJYHY0TBBop6pVk/999GhhWyKQu6W3BNrXIX/MOzu1TSbRHgb mZlWMFsrP10olNONaZ2O+Q== 0000950109-95-001247.txt : 19950415 0000950109-95-001247.hdr.sgml : 19950414 ACCESSION NUMBER: 0000950109-95-001247 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19950413 EFFECTIVENESS DATE: 19950502 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEOPLES TELEPHONE COMPANY INC CENTRAL INDEX KEY: 0000819694 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 132626435 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-58603 FILM NUMBER: 95528731 BUSINESS ADDRESS: STREET 1: 2300 NORTHWEST 89TH PL CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 3055939667 MAIL ADDRESS: STREET 2: 2300 NORTHWEST 89TH PLACE CITY: MIAMI STATE: FL ZIP: 33172 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on April 13, 1995. REGISTRATION NO. 33-___________________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------- Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ PEOPLES TELEPHONE COMPANY, INC. (Exact name of registrant as specified in its charter) NEW YORK 13-2626435 -------------------------------------------------------------------- (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 2300 N.W. 89th Place, Miami, Florida 33172 -------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Peoples Telephone Company 1987 Non-Qualified Stock Option Plan, Peoples Telephone Company 1987 Non-Qualified Stock Option Plan for Non-Employee Directors, Peoples Telephone Company, Inc. 1993 Non-Employee Director Stock Option Plan, Peoples Telephone Company, Inc. 1994 Stock Incentive Plan for Employees, and Options Granted pursuant to Written Compensation Agreements, Related Stock Option Plans and other Stock Option Grants (Full title of the plans) Robert D. Rubin copy to: President Thomas O. Wells, Esq. Peoples Telephone Company, Inc. Sparber, Kosnitzky, Truxton, Spratt 2300 N.W. 89th Place & Brooks, P.A. Miami, Florida 33172 1401 Brickell Avenue, Suite 700 (305) 593-9667 Miami, Florida 33131 (305) 379-7200 (Name, address, including ZIP Code, and telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------ Title of Proposed Proposed securities maximum maximum to be Amount to offering price aggregate Amount of registered be registered per share (1) offering price (1) registration fee - ------------------------------------------------------------------------------------ Common Stock, 5,967,401 $11.38 $27,599,230 $9,516.98 par value $.01 per share - ------------------------------------------------------------------------------------
(1) Estimated in accordance with Rule 457(h)(1) on the basis of the price of the average of the high and low price of the Registrant's common stock, par value of $.01 per share, on April 10, 1995, as reported on the NASDAQ National Market System ("NASDAQ") ($4.625). Page 1 of 8 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. - ----------------------------------------------- The documents listed in (a) through (c) below previously filed with the Securities and Exchange Commission (the "Commission") are incorporated by reference in this Registration Statement. In addition, all documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such document. (a) The Registrant's Annual Report on Form 10-K for the year ended December 31, 1994. (b) All other reports filed by the Registrant pursuant to Section 13(a) or 15 (d) of the Exchange Act since December 31, 1994, including without limitation the Company's Current Report on Form 8-K filed with the Commission on March 2, 1995 reporting the sale of substantially all of the Company's prepaid telephone calling card assets to Global Link Teleco Corporation. (c) The description of the Registrant's Common Stock, par value $.01 per share, to be offered pursuant the Peoples Telephone Company 1987 Non- Qualified Stock Option Plan, Peoples Telephone Company 1987 Non- Qualified Stock Option Plan for Non-Employee Directors, Peoples Telephone Company, Inc. 1993 Non-Employee Director Stock Option Plan, Peoples Telephone Company, Inc. 1994 Stock Incentive Plan for Employees and certain written compensation agreements, described in the Registrant's Registration Statement filed with the Commission on Form 10, Registration No. 0-16479 on March 1, 1988, as amended by any amendments or reports filed for the purpose of updating such description. Item 4. Description of Securities. - --------------------------------- Not applicable, as the class of securities to be offered is registered under Section 12 of the Exchange Act. Item 5. Interests of Named Experts and Counsel. - ---------------------------------------------- Not applicable, as no expert or counsel is employed by the Registrant on a contingent basis or has an interest in the Registrant necessitating disclosure. Page 2 of 8 Item 6. Indemnification of Directors and Officers. - ------------------------------------------------- Paragraph Tenth of the Registrant's Certificate of Incorporation provides that the Registrant will indemnify and reimburse the officers and directors of the Registrant to the fullest extent provided by law. Paragraph Tenth of the Registrant's Certificate of Incorporation also provides that the provisions regarding indemnification and advancement of expenses as provided by law shall not be exclusive of any other right which any officer or director of the Registrant may have or acquire thereafter under any provision of the Registrant's Certificate of Incorporation or By-laws or by any agreement, vote of shareholders or disinterested directors of the Registrant or otherwise, provided, that no indemnification may be made to or on behalf of any officer or director if a judgement or other final adjudication adverse to such officer or director establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he personally gained in fact a financial profit or other advantage to which he was not legally entitled. A director shall not be liable to the Registrant or its shareholders for damages for any breach of duty in such director's capacity as a director unless (i) a judgment or other final adjudication adverse to the director establishes that his acts or omissions were in bad faith or involved intentional misconduct or a knowing violation of law or that he personally gained in fact a financial profit or other advantage to which he was not legally entitled or that his acts violated section 719 of the Business Corporation Law of New York or (ii) the liability of any director for any act or omission occurred prior to the adoption of this indemnification provision by the Registrant. Item 7. Exemption from Registration Claimed. - ------------------------------------------- Not applicable, as no restricted securities are to be reoffered or resold pursuant to this Registration Statement. Item 8. Exhibits. - ---------------- No. Description --- ----------- 4.1 Amended and Restated Certificate of Incorporation of the Registrant, adopted on November 30, 1987, and filed as an exhibit to the Registrant's Registration Statement on Form 10, filed with the Commission on March 1, 1988, Registration No. 0-16479 (the "Registration Statement"), is hereby incorporated by reference. 4.2 Amendments to Certificate of Incorporation, adopted on March 8, 1990, and March 15, 1990, respectively, and filed with the Commission as an exhibit to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1989, are hereby incorporated herein by reference. 4.3 Amendment to Certificate of Incorporation, adopted on June 29, 1990, and filed with the Commission as an Exhibit to the Registrant's Form 10-K for the year ended December 31, 1990, is hereby incorporated herein by reference. Page 3 of 8 4.4 Restated Bylaws of the Registrant, adopted on November 30, 1987, and filed as an exhibit to the Registrant's Registration Statement, is hereby incorporated by reference. *4.5 Peoples Telephone Company 1987 Non-Qualified Stock Option Plan, as amended. *4.6 Peoples Telephone Company 1987 Non-Qualified Stock Option Plan for Non- Employee Directors, as amended. 4.7 Peoples Telephone Company, Inc. 1993 Non-Employee Director Stock Option Plan filed with the Commission as an exhibit to the Registrant's Proxy Statement for the year ended December 31, 1993, is hereby incorporated herein by reference. 4.8 Peoples Telephone Company, Inc. 1994 Stock Incentive Plan for Employees filed with the Commission as an exhibit to the Registrant's Proxy Statement for the year ended December 31, 1994, is hereby incorporated herein by reference. 4.9 Employment Agreement, dated January 1, 1994, and related Stock Option Plan, dated February 16, 1994, between Peoples Telephone Company, Inc. and Jeffrey Hanft, filed with the Commission as an exhibit to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1993, is hereby incorporated by reference. 4.10 Employment Agreement, dated January 1, 1994, and related Stock Option Plan, dated February 16, 1994, between Peoples Telephone Company, Inc. and Robert D. Rubin, filed with the Commission as an exhibit to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1993, is hereby incorporated by reference. 4.11 Employment Agreement, dated January 1, 1994, and related Stock Option Plan, dated February 16, 1994, between Peoples Telephone Company, Inc. and Richard F. Militello, filed with the Commission as an exhibit to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1993, is hereby incorporated by reference. *4.12 Employment Agreement, dated June 22, 1994, between Peoples Telephone Company, Inc. and Larry Ellman. 4.13 Employment Agreement, dated July 11, 1994, between Peoples Telephone Company, Inc. and Bonnie S. Biumi and related Stock Option Agreement, dated July 11, 1994, filed with the Commission as an exhibit to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1994, is hereby incorporated by reference. 4.14 Employment Agreement, dated January 1, 1995, between Peoples Telephone Company, Inc. and Bruce W. Renard, filed with the Commission as an exhibit to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1994, is hereby incorporated by reference. *5 Opinion of Sparber, Kosnitzky, Truxton, Spratt & Brooks, P.A. Page 4 of 8 *23.1 Consent of Price Waterhouse. *23.2 Consent of Sparber, Kosnitzky, Truxton, Spratt & Brooks, P.A. (included in its opinion filed as Exhibit 5). *24 Powers of Attorney. - ---------------------------- * Filed herewith Item 9. Undertakings. - -------------------- The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement, to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in this 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. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person 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 and will be governed by the final adjudication of such issue. Page 5 of 8 SIGNATURES ---------- Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Miami, State of Florida, on April 12, 1995. PEOPLES TELEPHONE COMPANY, INC. By: /s/ Jeffrey Hanft ---------------------------------------- Jeffrey Hanft, Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on behalf of the Registrant in the capacities and on the date indicated:
DATE SIGNATURE TITLE - ---- --------- ----- April 12, 1995 /s/ Jeffrey Hanft Chairman of the Board, Chief ------------------------ Jeffrey Hanft Executive Officer and Director April 12, 1995 /s/ Robert D. Rubin President and Director ------------------------ Robert D. Rubin April 12, 1995 /s/ Richard F. Militello Chief Operating Officer ------------------------ Richard F. Militello April 12, 1995 /s/ Bonnie S. Biumi Chief Financial Officer ------------------------ Bonnie S. Biumi April 12, 1995 /s/ Denise Gordon Controller ------------------------ Denise Gordon April 12, 1995 Director ------------------------ Robert E. Lund April 12, 1995 /s/ Jody Frank Director ------------------------ Jody Frank April 12, 1995 Director ------------------------ Richard Whitman April 12, 1995 /s/ Ronald Gelber Director ------------------------ Ronald Gelber By: /s/ Jeffrey Hanft ----------------------------- Jeffrey Hanft, Attorney-in-Fact
Page 6 of 8 INDEX OF EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8 Exhibit Page Number - ------- ----------- 4.1 Amended and Restated Certificate of Incorporation of the Registrant, adopted on November 30, 1987, and filed as an exhibit to the Registrant's Registration Statement on Form 10, filed with the Commission on March 1, 1988, Registration No. 0-16479 (the "Registration Statement"), is hereby incorporated by reference. 4.2 Amendments to Certificate of Incorporation, adopted on March 8, 1990, and March 15, 1990, respectively, and filed with the Commission as an exhibit to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1989, are hereby incorporated herein by reference. 4.3 Amendment to Certificate of Incorporation, adopted on June 29, 1990, and filed with the Commission as an Exhibit to the Registrant's Form 10-K for the year ended December 31, 1990, is hereby incorporated herein by reference. 4.4 Restated Bylaws of the Registrant, adopted on November 30, 1987, and filed as an exhibit to the Registrant's Registration Statement, is hereby incorporated by reference. *4.5 Peoples Telephone Company 1987 Non-Qualified Stock Option Plan, as amended. *4.6 Peoples Telephone Company 1987 Non-Qualified Stock Option Plan for Non-Employee Directors, as amended. 4.7 Peoples Telephone Company, Inc. 1993 Non-Employee Director Stock Option Plan filed with the Commission as an exhibit to the Registrant's Proxy Statement for the year ended December 31, 1993, is hereby incorporated herein by reference. 4.8 Peoples Telephone Company, Inc. 1994 Stock Incentive Plan for Employees filed with the Commission as an exhibit to the Registrant's Proxy Statement for the year ended December 31, 1994, is hereby incorporated herein by reference. 4.9 Employment Agreement, dated January 1, 1994, and related Stock Option Plan, dated February 16, 1994, between Peoples Telephone Company, Inc. and Jeffrey Hanft, filed with the Commission as an exhibit to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1993, is hereby incorporated by reference. Page 7 of 8 INDEX OF EXHIBITS CONTINUED Exhibit Page Number - ------- ----------- 4.10 Employment Agreement, dated January 1, 1994, and related Stock Option Plan, dated February 16, 1994, between Peoples Telephone Company, Inc. and Robert D. Rubin, filed with the Commission as an exhibit to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1993, is hereby incorporated by reference. 4.11 Employment Agreement, dated January 1, 1994, and related Stock Option Plan, dated February 16, 1994, between Peoples Telephone Company, Inc. and Richard F. Militello, filed with the Commission as an exhibit to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1993, is hereby incorporated by reference. *4.12 Employment Agreement, dated June 22, 1994, between Peoples Telephone Company, Inc. and Larry Ellman. 4.13 Employment Agreement, dated July 11, 1994, between Peoples Telephone Company, Inc. and Bonnie S. Biumi and related Stock Option Agreement, dated July 11, 1994, filed with the Commission as an exhibit to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1994, is hereby incorporated by reference. 4.14 Employment Agreement, dated January 1, 1995, between Peoples Telephone Company, Inc. and Bruce W. Renard, filed with the Commission as an exhibit to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1994, is hereby incorporated by reference. *5 Opinion of Sparber, Kosnitzky, Truxton, Spratt & Brooks, P.A. *23.1 Consent of Price Waterhouse. *23.2 Consent of Sparber, Kosnitzky, Truxton, Spratt & Brooks, P.A. (included in its opinion filed as Exhibit 5). *24 Powers of Attorney. - -------------------------- * Filed herewith Page 8 of 8 EX-4.5 2 EXHIBIT 4.5 EXHIBIT 4.5 PEOPLES TELEPHONE COMPANY 1987 NON-QUALIFIED STOCK OPTION PLAN ------------------------------------ 1. Purpose. The purpose of this Non-Qualified Stock Option Plan (the ------- "Plan") is to further the best interests of PEOPLES TELEPHONE COMPANY and its subsidiaries (the "Company") by encouraging directors, officers and employees of the Company to acquire a proprietary stake in the Company and its future growth. It is the view of the Company that it may achieve this goal by granting stock options. 2. Option Shares. 150,000 shares of the Common Stock of the Company, par ------------- value $.01 per share (the "Stock"), are hereby reserved for issuance upon the exercise of the stock options granted under the Plan (the "Options"). The Stock may be issued pursuant to such Options either from the Company's authorized but unissued Stock or from the Company's issued but not outstanding Stock (treasury stock). Should any Options granted hereunder not be exercised in the time allowed for such exercise, the shares of Stock relating to such lapsed Options shall be available for issuance pursuant to Options subsequently granted under the Plan. 3. Administration of this Plan. This Plan shall be administered by a --------------------------- committee of the Board of Directors of the Company (the "Committee"). The Committee may exercise any and all of the powers and functions of the Company's Board of Directors pursuant to this Plan as described herein. Subject to the provisions of the Plan, the Committee shall have authority to (i) adopt, amend and rescind its rules, regulations and procedures as it deems advisable in the administration of the Plan, (ii) construe and interpret the Plan and (iii) make all other determinations deemed necessary or advisable for the administration of the Plan. All decisions, determinations and interpretations of the Committee shall be final, conclusive and binding on all persons holding an Option granted pursuant to the Plan ("Optionees"). Neither the Committee nor any member thereof shall be liable for any action or determination taken or made in good faith with respect to the Plan or any Option granted thereunder. 4. Eligibility. All directors, officers and employees of the Company ----------- designated by the Committee shall be eligible to receive Options under the Plan. 5. Grant of Options. In making its selection of those eligible to receive ---------------- Options and determining the number of shares to be granted pursuant to each Option, the Committee may consider any factors that it may, in its sole discretion, deem relevant. Each grant of an Option pursuant to this Plan shall be made within ten (10) years from the date of adoption of this Plan by the Company's Board of Directors (the "Adoption Date"). Each grant of an Option pursuant to this Plan shall be made upon such terms and conditions as may be determined by the Committee at the time of grant, subject to the terms, conditions and limitations set forth in this Plan. 6. Option Price. The purchase price per share of Stock placed under an ------------ Option pursuant to this Plan (the "Option Price") shall be determined by the Committee, but in no event may such price be below the fair market value of such Stock on the business day immediately preceding the date of the grant. The Committee shall determine or adopt rules to determine such fair market value. 7. Duration of Option. An Option granted hereunder shall be effective ------------------ (hereinafter called the "Option Period") upon the date it is granted, and shall continue until the later of (i) a date set by the Committee at the time of grant or (ii) ten years after the date of grant. In addition, and in limitation of the above, the Option Period of any Option shall terminate 30 days after the termination of the Optionee's employment by the Company for any reason, except the death or disability of the Optionee. In the event of the termination of employment due to the death or disability of the Optionee, the Option Period of the Option held by him upon the date of such termination shall terminate upon the earlier of (a) six months after the date of the Optionee's death or termination due to disability, as the case may be, or (b) the date of termination of such Option determined by the first sentence of this Section. In the event of termination of an Optionee's employment due to the death of the Optionee, such Optionee's Options may be exercised during such six month period by his estate or by the person who acquired the right to exercise such Options through bequest or inheritance. 8. Nontransferability of Options. No Option granted pursuant to this Plan ----------------------------- may be transferred by any Optionee otherwise than by will or by the laws of descent and distribution; further, during the lifetime of any Optionee, Options granted hereunder may be exercised only by such Optionee. 9. Termination of the Plan. This Plan shall terminate upon the close of ----------------------- business ten (10) years from the Adoption Date unless it shall have been sooner terminated by reason of there having been granted and fully exercised Options covering the entire 150,000 shares of Stock subject to this Plan. Upon such termination, no further Options may be granted hereunder. If, after termination of this Plan as provided above, there are outstanding Options which have not been fully exercised, such Options shall remain in effect in accordance with their terms and shall remain subject to the terms of this Plan. 10. Exercise of Options. An Option granted pursuant to this Plan shall be ------------------- exercisable at any time within the Option Period, subject to the terms and conditions of such Option. Exercise of any Option shall be made by the delivery, during the period that such Option is exercisable, to the Company, in person or by mail, of (i) written notice from the Optionee stating that the Optionee is exercising such Option and (ii) the payment of the aggregate purchase price of all shares as to which such Option is then exercised and the payment of any required federal income tax withholding. Such aggregate purchase price shall be paid to the Company in cash, Stock or any other class of equity securities of the Company (such Stock and other class of equity securities of the Company are hereinafter collectively referred to as the "Company Stock"), or in a combination of cash or Company Stock at the time of exercise. 2 There may not, however, be any payment by an Optionee of the exercise price in whole or in part with shares of Company Stock at a time when the Company is Insolvent (as hereafter defined) or when such payment would make the Company Insolvent, or as such payment may otherwise be prohibited by any applicable state or Federal Statute, rule of regulation, or any rule or regulation of any stock exchange upon which Company Stock is traded, or if Company Stock is traded on a recognized stock quotation service, which may be the National Association of Securities Dealers Automated Quotations System ("NASDAQ"), any rule or regulation of NASDAQ. For the purposes of this Plan, "Insolvent" shall mean the inability of the Company to pay it debts as they become due in the usual course of its business. Company Stock utilized in full or partial payment of the exercise price shall be valued at fair market value on the date of exercise of the Option. The Committee shall determine or enact rules to determine the fair market value of any Company Stock. Notwithstanding anything to the contrary contained herein, no written notice shall be effective under this Section 10 unless it requests the exercise of Options for one hundred (100) shares of an integral multiple thereof; except to the extent necessary to make full exercise of the Options in the event that only an odd lot remains. Upon the exercise of an Option in compliance with the provision of this Section, and upon the receipt by the Company of the payment for the Stock so taken up, the Company shall (i) deliver or cause to be delivered to the Optionee so exercising his Option a certificate or certificates for the number of shares of Stock with respect to which the Option is so exercised and payment is so made, and (ii) register or cause such shares to be registered in the name of the exercising Optionee. The Committee may impose additional conditions upon the right of an Optionee to exercise an Option granted hereunder if such conditions are not inconsistent with the terms of this Plan. Upon exercise of an Option, the Committee may permit the issuance of Stock prior to its full payment if satisfactory arrangements are made for its prompt sale and for an escrow or similar arrangement with a financial institution or brokerage house for payment to the Company of the full purchase price of the Option. 11. Stock Appreciation Rights. ------------------------- (a) The Committee, in its discretion, may at the time of exercise of an Option, in conjunction with all or part of any Option granted under the Plan, permit an Optionee to exercise the Option in an alternative manner based on the appreciated value of the common stock subject to the Option (hereinafter referred to as a "Stock Appreciation Right"); provided, however, that the final Committee approval is needed in order to exercise a Stock Appreciation Right. (b) Upon the exercise of a Stock Appreciation Right, an Optionee shall be entitled to receive, at the option of the Committee, either (i) cash equal to the "current value of the option" or (ii) the number of shares equal to the "current value of the option" divided by the 3 fair market value of one share of stock on the date of exercise. The "current value of the option" shall be equal to the excess of the fair market value of one share of common stock on the date of exercise over the option price per share specified in the related option, multiplied by the number of shares with respect to which the Stock Appreciation Rights are being exercised. The fair market value of the stock shall be deemed to be the closing price of the Company's common stock reported in the Over-the-Counter market or, in the event no sale of the Company's stock shall have been reported on that day, the closing price for the Company's stock on the next preceding day when such price was reported, or, if the Company's stock is not actively traded on an organized market, then the fair market value of such stock as determined by the Committee in its discretion. The date of exercise shall be deemed to be the day the Secretary of the Company receives written notice to exercise the Option. (c) The Optionee may express his desire to exercise his Option in the form of Stock Appreciation Rights by his delivering written notice of exercise to the Secretary of the Company stating such desire. Upon the Secretary's receipt of the notice of exercise, the Committee shall have thirty (30) days to mail to the Optionee its written approval or disapproval of the exercise of the Stock Appreciation Right. The Committee's decision to approve or disapprove the exercise shall be final and binding upon all concerned. In the event the Committee's written decision on the exercise is not mailed to the Optionee within thirty (30) days after delivery to the Secretary of the notice of exercise, the Optionee shall be entitled to receive the number of shares determined pursuant to Section 11(b) hereof. In the event the Committee disapproves the exercise of the Stock Appreciation Right, the Optionee shall have all rights pursuant to this Plan with respect to the exercisable shares as if the Optionee had not exercised the Stock Appreciation Right. In the event the term of the Option has lapsed during the Committee's thirty (30) day review period described in this Section 11(c) and the Committee disapproves the exercise of the Stock Appreciation Right, the Optionee shall be entitled to an additional thirty (30) day period, beginning from the date he receives notice of the Committee's disapproval, within which to purchase the shares related to the disapproved Stock Appreciation Right by paying the Option Price of such shares to the Company; provided, however, the thirty (30) day period shall not extend beyond the period specified in Section 7 hereof. (d) Upon the exercise and Committee approval of Stock Appreciation Rights, the Option or part thereof to which such Stock Appreciation Rights is related shall be deemed to have been exercised for the purpose of the limitation of the number of shares of common stock to be issued under the Plan as set forth in Section 2 hereof and for purposes of the limitation of the number of shares of common stock to be issued pursuant to that Option. 12. Controlling Terms. Options granted pursuant hereto may include ----------------- conditions that are more (but not less) restrictive to the Optionee than the conditions contained herein and, in such event, the more restrictive conditions shall apply. 4 13. Purchase of Stock for Investment. Unless the Options and shares -------------------------------- covered by the Plan have been registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to a registration statement filed with the Securities and Exchange Commission and any other applicable regulatory agency, or the Company has determined that such registration is unnecessary, each Optionee exercising an Option under the Plan may be required by the Company (i) to give a representation in writing that such shares are being acquired for the Optionee's own account and not for the account or beneficial interest of any other person or entity, and that such shares of Stock shall be acquired for the Optionee's own investment and not with a view to or for resale in connection with the distribution of all or any part thereof; (ii) to represent and acknowledge that he is a sophisticated investor by virtue of his education, learning and other investments and that he is knowledgeable and experienced in business and financial matters and with respect to the business of the Company, in particular; (iii) to represent and acknowledge that he has been furnished or has otherwise obtained all information necessary to enable him to evaluate the merits and risks of an investment in the shares of Stock and that he has had access to any and all information he desires to enable him to evaluate the risks and merits of an investment in the shares of Stock; and (iv) to covenant and agree to restrictions governing the time and circumstances of disposition of the shares of Stock being acquired by such exercise. In the event that the Company requires any such representation or covenant, any shares of Stock so acquired will bear an appropriate legend to signify the restrictions on such shares under the applicable securities laws and that "stop-transfer" instructions will be given to the Company's registrar and transfer agent. To the extent necessary to comply with the securities laws, regulations or orders of the United States or any state, the Committee may, as a condition precedent to the exercise of an Option, require the Optionee (or the legal representatives, legatees or distributees, in the event of the Optionee's death or disability) to covenant and agree to any other restrictions which the Committee believes to be necessary or advisable to comply with any such laws, regulations or orders, including but not limited to restrictions governing the time and circumstances of disposition of the shares being acquired by exercise of such Option. 14. Requirements of Law. If any law, regulation or order of the United ------------------- States Securities and Exchange Commission, or of any other commission or agency having jurisdiction, shall require the Company or the exercising Optionee to take any action with respect to the shares of Stock acquired by the exercise of an Option, then the date upon which the Company shall deliver or cause to be delivered the certificate or certificates for the shares of Stock shall be postponed until full compliance has been made with all such requirements of law or regulation. Further, in the event that the Company shall determine that, in compliance with the Securities Act or any other applicable statute or regulation, it is necessary to register any of the shares of Stock with respect to which an exercise of an Option has been made, or to qualify any such shares for exemption from any of the requirements of the Securities Act or such other applicable statute or regulations, then the Company shall take such action at its own expense, but not until such an action has been completed shall the Option shares be delivered to the exercising Optionee. Further, in the event that at the time of exercise of the Option the shares of Stock shall be listed on any stock exchange, then if required by law or the exchange to do so, the Company shall register the Option shares of Stock with respect to which exercise is so made 5 in accordance with the provisions of the Securities Act, any other applicable law or regulation or any rules or regulations of any such exchange, and the Company shall make regulations of any such exchange, and the Company shall make prompt application for the listing of Option shares on such exchange at the expense of the Company. 15. No Exchange Act Registration Obligation. Notwithstanding any other --------------------------------------- provision contained herein, the Company shall have no obligation to be registered under the Securities and Exchange Act of 1934 (the "Exchange Act"), to continue any such registration or to be current in its reporting obligations under the Exchange Act. 16. No Rights Conferred upon Granting of Options. The Optionee shall not -------------------------------------------- have any rights as a shareholder of the Company with respect to any shares of Stock prior to the date of issuance to the Optionee of the certificate or certificates for such shares. Neither the Plan nor the Option confer on the Optionee any right to be employed by the Company. 17. Adjustments. In the event of any reorganization, merger, ----------- consolidation, acquisition, separation, recapitalization, split-up, combination, exchange of shares or stock dividend of the Stock or shares convertible into the Stock or similar corporate action, the number and class of shares of Stock available pursuant to this Plan and any Options granted pursuant to this Plan, together with the Option Prices, shall be adjusted by appropriate modifications in this Plan and in any Options outstanding pursuant to this Plan. Any such adjustment to the Plan or to Options or Option Prices shall be made by notice of the Company's Board of Directors, whose determination shall be conclusive. 18. Amendment or Discontinuance of this Plan. The Company's Board of ---------------------------------------- Directors may amend, suspend or discontinue this Plan at any time without restriction; provided, however, that such Board may not alter or amend or discontinue or revoke or otherwise impair any outstanding Options that have been granted pursuant to this Plan and remain unexercised, except as provided in Section 16 above, or except in the event that there is secured the written consent of the holder of the outstanding Option proposed to be so altered or amended. Nothing contained in this Section, however, shall in any way extend the Option Period of any outstanding Option by an amendment, suspension or discontinuance of the Plan. In addition, notwithstanding any other provision in the Plan, in the event of a change in any Federal or state law or regulation which would make the exercise of all or part of an existing Option unlawful or subject the Company to a penalty, the Company's Board of Directors may restrict such exercise without the consent of the Optionee or other holder thereof in order to comply with such law or regulation or to avoid such penalty. 19. Liquidation of the Company. In the event of the complete liquidation -------------------------- or dissolution of the Company, other than as an incident to a merger, reorganization or other adjustment referred to in Section 16 above, any Options granted pursuant to this Plan and remaining unexercised shall be deemed cancelled without regard to or without being limited by any other provisions of this Plan. 6 20. Unsecured Obligation. Optionees shall not have any interest in any -------------------- fund or special asset of the Company by reason of the Plan. No trust fund shall be created in connection with the Plan or any award thereunder, and there shall be no required funding of amounts which may become payable to any Optionee. 21. Governing Law. The Plan shall be governed by, construed and enforced ------------- in accordance with the laws of the State of Florida. 22. Compliance with Rule 16b-3. It is the intent of the Committee that -------------------------- all Options granted hereunder comply with the applicable provisions of Rule 16b- 3 of the Securities and Exchange Commission as presently in effect and as amended from time to time. Therefore, this Plan may be amended in any manner deemed by the Committee necessary or desirable to meet any provision or condition of Rule 16b-3. Additionally, the Committee shall grant all Options in such a manner as to comply with the applicable requirements of Rule 16b-3. 23. Approval. This Plan shall be adopted by the Company's Board of -------- Directors and approved by a majority of the shareholders of the Company. 7 PEOPLES TELEPHONE COMPANY, INC. 1987 NON-QUALIFIED STOCK OPTION PLAN FIRST AMENDMENT TO PLAN The Peoples Telephone Company, Inc. 1987 Non-Qualified Stock Option Plan (the "Plan") is hereby amended as follows: 1. The first sentence of Section 2 of the Plan is amended to read: "350,000 shares of the Common Stock of the Company, par value $.01 per share (the "Stock"), are hereby reserved for issuance upon the exercise of stock options granted under the Plan (the "Options")." 8 PEOPLES TELEPHONE COMPANY, INC. 1987 NON-QUALIFIED STOCK OPTION PLAN SECOND AMENDMENT TO PLAN The Peoples Telephone Company, Inc. 1987 Non-Qualified Stock Option Plan (the "Plan") is hereby amended as follows: 1. The first sentence of Section 2 of the Plan is amended to read: "700,000 shares of the Common Stock of the Company, par value $.01 per share (the "Stock"), are hereby reserved for issuance upon the exercise of stock options granted under the Plan (the "Options")." 9 PEOPLES TELEPHONE COMPANY, INC. 1987 NON-QUALIFIED STOCK OPTION PLAN THIRD AMENDMENT TO PLAN The Peoples Telephone Company, Inc. 1987 Non-Qualified Stock Option Plan (the "Plan") is hereby amended as follows: 1. The first sentence of Section 2 of the Plan is amended to read: "1,200,000 shares of the Common Stock of the Company, par value $.01 per share (the "Stock"), are hereby reserved for issuance upon the exercise of stock options granted under the Plan (the "Options")." 10 PEOPLES TELEPHONE COMPANY, INC. 1987 NON-QUALIFIED STOCK OPTION PLAN FOURTH AMENDMENT TO PLAN The Peoples Telephone Company, Inc. 1987 Non-Qualified Stock Option Plan (the "Plan") is hereby proposed as follows: 1. The first sentence of Section 2 of the Plan is proposed to read: "1,400,000 shares of the Common Stock of the Company, par value $.01 per share (the "Stock"), are hereby reserved for issuance upon the exercise of stock options granted under the Plan (the "Options")." 11 EX-4.6 3 EXHIBIT 4.6 EXHIBIT 4.6 PEOPLES TELEPHONE COMPANY 1987 NON-QUALIFIED STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS ----------------------------------- 1. Purpose. The purpose of this Non-Qualified Stock Option Plan For Non- ------- Employee Directors (the "Plan") is to improve the ability of PEOPLES TELEPHONE COMPANY (the "Company") to attract and retain highly-qualified non-employee directors by encouraging such directors of the Company to acquire a proprietary stake in the Company and its future growth. It is the view of the Company that it may achieve this goal by granting stock options under the Plan. 2. Option Shares. 75,000 shares of the Common Stock of the Company, par ------------- value $.01 per share (the "Stock"), are hereby reserved for issuance upon the exercise of the stock options granted under the Plan (the "Options"). The Stock may be issued pursuant to such Options either from the Company's authorized but unissued Stock or from the Company's issued but not outstanding Stock (treasury stock). Should any Options granted hereunder not be exercised in the time allowed for such exercise, the shares of Stock relating to such lapsed Options shall be available for issuance pursuant to Options subsequently granted under the Plan. 3. Administration of this Plan. This Plan shall be administered by a --------------------------- committee of three employees of the Company, none of whom are eligible for the grant of options under the Plan (the "Committee"). Subject to the provisions of the Plan, the Committee shall have authority to (i) adopt, amend and rescind its rules, regulations and procedures as it deems advisable in the administration of the Plan, (ii) construe and interpret the Plan and (iii) make all other determinations deemed necessary or advisable for the administration of the Plan. All decisions, determinations and interpretations of the Committee shall be final, conclusive and binding on all persons holding an Option granted pursuant to the Plan ("Optionees"). Neither the Committee nor any member thereof shall be liable for any action or determination taken or made in good faith with respect to the Plan or any Option granted hereunder. 4. Eligibility. All non-employee directors of the Company designated by ----------- the Committee shall be eligible to receive Options under the Plan. 5. Grant of Options. In making its selection of those eligible to receive ---------------- Options and determining the number of shares to be granted pursuant to each Option, the Committee may consider any factors that it may, in its sole discretion, deem relevant. Each grant of an Option pursuant to this Plan shall be made within ten (10) years from the date of adoption of this Plan by the Company's Board of Directors (the "Adoption Date"). Each grant of an Option pursuant to this Plan shall be made upon such terms and conditions as may be determined by the Committee at the time of grant, subject to the terms, conditions and limitations set forth in this Plan. 6. Option Price. The purchase price per share of Stock placed under the ------------ Option pursuant to this Plan (the "Option Price") shall be determined by the Committee, but in no event may such price be below the fair market value of such Stock on the business day immediately preceding the date of the grant. The Committee shall determine or adopt rules to determine such fair market value. 7. Duration of Option. An Option granted hereunder shall be effective ------------------ (hereinafter called the "Option Period") upon the date it is granted, and shall continue until the later of (i) a date set by the Committee at the time of grant or (ii) ten years after the date of grant. In addition, and in limitation of the above, the Option Period of any Option shall terminate 30 days after the Optionee voluntarily resigns as director of the Company. 8. Nontransferability of Options. No Option granted pursuant to this Plan ----------------------------- may be transferred by any Optionee otherwise than by will or by the laws of descent and distribution; further, during the lifetime of any Optionee, Options granted hereunder may be exercised only by such Optionee. 9. Termination of the Plan. This Plan shall terminate upon the close of ----------------------- business ten (10) years from the Adoption Date unless it shall have been sooner terminated by reason of there having been granted and fully exercised Options covering the entire 75,000 shares of Stock subject to this Plan. Upon such termination, no further Options may be granted hereunder. If, after termination of this Plan as provided above, there are outstanding Options which have not been fully exercised, such Options shall remain in effect in accordance with their terms and shall remain subject to the terms of this Plan. 10. Exercise of Options. An Option granted pursuant to this Plan shall be ------------------- exercisable at any time within the Option Period, subject to the terms and conditions of such Option Exercise of any Option shall be made by the delivery, during the period that such Option is exercisable, to the Company, in person or by mail, of (i) written notice from the Optionee stating that the Optionee is exercising such Option and (ii) the payment of the aggregate purchase price of all shares as to which such Option is then exercised and the payment of any required federal income tax withholding. Such aggregate purchase price shall be paid to the Company in cash, Stock or any other class of equity securities of the Company (such Stock and other class of equity securities of the Company are hereinafter collectively referred to as the "Company Stock"), or in a combination of cash or Company Stock at the time of exercise. There may not, however, be any payment by an Optionee of the exercise price in whole or in part with shares of Company Stock at a time when the Company is Insolvent (as hereafter defined) or when such payment would make the Company Insolvent, or as such payment may otherwise be prohibited by any applicable state or Federal statute, rule or regulation, or any rule or regulation of any stock exchange upon which Company Stock is traded, or if Company Stock -2- is traded on a recognized stock quotation service, which may be the National Association of Securities Dealers Automated Quotations System ("NASDAQ"), any rule or regulation of NASDAQ. For the purposes of this Plan, "Insolvent" shall mean the inability of the Company to pay its debts as they become due in the usual course of its business. Company Stock utilized in full or partial payment of the exercise price shall be valued at fair market value on the date of exercise of the Option. The Committee shall determine or enact rules to determine the fair market value of any Company Stock. Notwithstanding anything to the contrary contained herein, no written notice shall be effective under this Section 10 unless it requests the exercise of Options for one hundred (100) shares or an integral multiple thereof; except to the extent necessary to make full exercise of the Options in the event that only an odd lot remains. Upon the exercise of an Option in compliance with the provisions of this Section, and upon the receipt by the Company of the payment for the Stock so taken up, the Company shall (i) deliver or cause to be delivered to the Optionee so exercising his Option a certificate or certificates for the number of shares of Stock with respect to which the Option is so exercised and payment is so made, and (ii) register or cause such shares to be registered in the name of the exercising Optionee. The Committee may impose additional conditions upon the right of an Optionee to exercise an Option granted hereunder if such conditions are not inconsistent with the terms of this Plan. Upon exercise of an Option, the Committee may permit the issuance of Stock prior to its full payment if satisfactory arrangements are made for its prompt sale and for an escrow or similar arrangement with a financial institution or brokerage house for payment to the Company of the full purchase price of the Option. 11. Stock Appreciation Rights. ------------------------- (a) The Committee, in its discretion, may at the time of exercise of an Option, in conjunction with all or part of any Option granted under the Plan, permit an Optionee to exercise the Option in an alternative manner based on the appreciated value of the common stock subject to the Option (hereinafter referred to as a "Stock Appreciation Right"); provided, however, that the final Committee approval is needed in order to exercise a Stock Appreciation Right. (b) Upon the exercise of a Stock Appreciation Right, an Optionee shall be entitled to receive, at the option of the Committee, either (i) cash equal to the "current value of the option" or (ii) the number of shares equal to the "current value of the option" divided by the fair market value of one share of stock on the date of exercise. The "current value of the option" shall be equal to the excess of the fair market value of one share of common stock on the date of exercise over the option price per share specified in the related option, multiplied by the number of shares with respect to which the Stock Appreciation rights are being exercised. The fair market value of the stock shall be deemed to be the closing price of the Company's -3- common stock reported in the Over-the-Counter market or, in the event no sale of the Company's stock shall have been reported on that day, the closing price for the Company's stock on the next preceding day when such price was reported, or, if the Company's stock is not actively traded on an organized market, then the fair market value of such stock as determined by the Committee in its discretion. The date of exercise shall be deemed to be the day the Secretary of the Company receives written notice to exercise the Option. (c) The Optionee may express his desire to exercise his Option in the form of Stock Appreciation Rights by his delivering written notice of exercise to the Secretary of the Company stating such desire. Upon the Secretary's receipt of the notice of exercise, the Committee shall have thirty (30) days to mail to the Optionee its written approval or disapproval of the exercise of the Stock Appreciation Right. The Committee's decision to approve or disapprove the exercise shall be final and binding upon all concerned. In the event the Committee's written decision on the exercise is not mailed to the Optionee within thirty (30) days after delivery to the Secretary of the notice of exercise, the Optionee shall be entitled to receive the number of shares determined pursuant to Section 11(b) hereof. In the event the Committee disapproves the exercise of the Stock Appreciation Right, the Optionee shall have all rights pursuant to this Plan with respect to the exercisable shares as if the Optionee had not exercised the Stock Appreciation Right. In the event the term of the Option has lapsed during the Committee's thirty (30) day review period described in this Section 11(c) and the Committee disapproves the exercise of the Stock Appreciation Right, the Optionee shall be entitled to an additional thirty (30) day period, beginning from the date he receives notice of the Committee's disapproval, within which to purchase the shares related to the disapproved Stock Appreciation Right by paying the Option Price of such shares to the Company; provided, however, the thirty (30) day period shall not extend beyond that period specified in Section 7 hereof. (d) Upon the exercise and Committee approval of Stock Appreciation Rights, the Option or part thereof to which such Stock Appreciation Rights is related shall be deemed to have been exercised for the purpose of the limitation of the number of shares of common stock to be issued under the Plan as set forth in Section 2 hereof and for purposes of the limitation of the number of shares of common stock to be issued pursuant to that Option. 12. Controlling Terms. Options granted pursuant hereto may include ----------------- conditions that are more (but not less) restrictive to the Optionee than the conditions contained herein and, in such event, the more restrictive conditions shall apply. 13. Purchase of Stock for Investment. Unless the Options and shares -------------------------------- covered by the Plan have been registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to a registration statement filed with the Securities and Exchange Commission and any other applicable regulatory agency, or the Company has determined that such registration is unnecessary, each Optionee exercising an Option under the Plan may be required by the Company (i) to give a representation in writing that such shares are being acquired for the -4- Optionee's own account and not for the account or beneficial interest of any other person or entity, and that such shares of Stock shall be acquired for the Optionee's own investment and not with a view to or for resale in connection with the distribution of all or any part thereof; (ii) to represent and acknowledge that he is a sophisticated investor by virtue of his education, learning and other investments and that he is knowledgeable and experienced in business and financial matters and with respect to the business of the Company, in particular; (iii) to represent and acknowledge that he has been furnished or has otherwise obtained all information necessary to enable him to evaluate the merits and risks of an investment in the shares of Stock and that he has had access to any and all information he desires to enable him to evaluate the risks and merits of an investment in the shares of Stock; and (iv) to covenant and agree to restrictions governing the time and circumstances of disposition of the shares of Stock being acquired by such exercise. In the event that the Company requires any such representation or covenant, any shares of Stock so acquired will bear an appropriate legend to signify the restrictions on such shares under the applicable securities laws and that "stop-transfer" instructions will be given to the Company's registrar and transfer agent. To the extent necessary to comply with the securities laws, regulations or orders of the United States or any state, the Committee may, as a condition precedent to the exercise of an Option, require the Optionee (or the legal representatives, legatees or distributees, in the event of the Optionee's death or disability) to covenant and agree to any other restrictions which the Committee believes to be necessary or advisable to comply with any such laws, regulations or orders, including but not limited to restrictions governing the time and circumstances of disposition of the shares being acquired by exercise of such Option. 14. Requirements of Law. If any law, regulation or order of the United ------------------- States Securities and Exchange Commission, or of any other commission or agency having jurisdiction, shall require the Company or the exercising Optionee to take any action with respect to the shares of Stock acquired by the exercise of an Option, then the date upon which the Company shall deliver or cause to be delivered the certificate or certificates for the shares of Stock shall be postponed until full compliance has been made with all such requirements of law or regulation. Further, in the event that the Company shall determine that, in compliance with the Securities Act or any other applicable statute or regulation, it is necessary to register any of the shares of Stock with respect to which an exercise of an Option has been made, or to qualify any such shares for exemption from any of the requirements of the Securities Act or such other applicable statute or regulations, then the Company shall take such action at its own expense, but not until such an action has been completed shall the Option shares be delivered to the exercising Optionee. Further, in the event that at the time of exercise of the Option the shares of Stock shall be listed on any stock exchange, then if required by law or the exchange to do so, the Company shall register the Option shares of Stock with respect to which exercise is so made in accordance with the provisions of the Securities Act, any other applicable law or regulation or any rules or regulations of any such exchange, and the Company shall make prompt application for the listing of Option shares on such exchange at the expense of the Company. 15. No Exchange Act Registration Obligation. Notwithstanding any other --------------------------------------- provision contained herein, the Company shall have no obligation to be registered under the Securities and -5- Exchange Act of 1934 (the "Exchange Act"), to continue any such registration or to be current in its reporting obligations under the Exchange Act. 16. No Rights Conferred upon Granting of Options. The Optionee shall not -------------------------------------------- have any rights as a shareholder of the Company with respect to any shares of Stock prior to the date of issuance to the Optionee of the certificate or certificates for such shares. Neither the Plan nor the Option confer on the Optionee any right to be employed by the Company. 17. Adjustments. In the event of any reorganization, merger, ----------- consolidation, acquisition, separation, recapitalization, split-up, combination, exchange of shares or stock dividend of the Stock or shares convertible into the Stock or similar corporate action, the number and class of shares of Stock available pursuant to this Plan and any Options granted pursuant to this Plan, together with the Option Prices, shall be adjusted by appropriate modifications in this Plan and in any Options outstanding pursuant to this Plan. Any such adjustment to the Plan or to Options or Option Prices shall be made by notice of the Company's Board of Directors, whose determination shall be conclusive. 18. Amendment or Discontinuance of this Plan. The Company's Board of ---------------------------------------- Directors may amend, suspend or discontinue this Plan at any time without restriction; provided, however, that such Board may not alter or amend or discontinue or revoke or otherwise impair any outstanding Options that have been granted pursuant to this Plan and remain unexercised, except as provided in Section 16 above, or except in the event that there is secured the written consent of the holder of the outstanding Option proposed to be so altered or amended. Nothing contained in this Section, however, shall in any way extend the Option Period of any outstanding Option by an amendment, suspension or discontinuance of the Plan. In addition, notwithstanding any other provision in the Plan, in the event of a change in any Federal or state law or regulation which would make the exercise of all or part of an existing Option unlawful or subject the Company to a penalty, the Company's Board of Directors may restrict such exercise without the consent of the Optionee or other holder thereof in order to comply with such law or regulation or to avoid such penalty. 19. Liquidation of the Company. In the event of the complete liquidation -------------------------- or dissolution of the Company, other than as an incident to a merger, reorganization or other adjustment referred to in Section 16 above, any Options granted pursuant to this Plan and remaining unexercised shall be deemed cancelled without regard to or without being limited by any other provisions of this Plan. 20. Unsecured Obligation. Optionees shall not have any interest in any -------------------- fund or special asset of the Company by reason of the Plan. No trust fund shall be created in connection with the Plan or any award thereunder, and there shall be no required funding of amounts which may become payable to any Optionee. -6- 21. Governing Law. The Plan shall be governed by, construed and enforced ------------- in accordance with the laws of the State of Florida. 22. Compliance with Rule 16b-3. It is the intent of the Committee that -------------------------- all Options granted hereunder comply with the applicable provisions of Rule 16b- 3 of the Securities and Exchange Commission as presently in effect and as amended from time to time. Therefore, this Plan may be amended in any manner deemed by the Committee necessary or desirable to meet any provision or condition of Rule 16b-3. Additionally, the Committee shall grant all Options in such a manner as to comply with the applicable requirements of Rule 16b-3. 23. Approval. This Plan shall be adopted by the Company's Board of -------- Directors and approved by a majority of the shareholders of the Company. -7- EX-4.12 4 EXHIBIT 4.12 EXHIBIT 4.12 EMPLOYMENT AGREEMENT Agreement (the "Agreement") dated as of June 22, 1994 (the "Execution Date") between PEOPLES TELEPHONE COMPANY, INC., a New York corporation (the "Company"), and LARRY ELLMAN (the "Employee"). RECITALS WHEREAS, the Company is presently engaged in the business of owning and operating telephone and wire communication systems and other businesses (the "Business"); and WHEREAS, the Employee has many years of business experience and the Employee and the Company desire to enter into this Agreement, subject to the terms and conditions contained herein. NOW, THEREFORE, in consideration of the promises and of the mutual covenants set forth in this Agreement: 1. EMPLOYMENT AND TERM. ------------------- a. During the term of this Agreement, the Company agrees to employ the Employee and the Employee agrees to serve as an employee of the Company as hereinafter provided. The term (the "Term of Employment") shall begin on June 22, 1994 and shall end on June 22, 1997. 2. DUTIES. ------ a. The Employee agrees during the Term of Employment to perform the duties of the President of the Pay Telephone Division and to perform such other duties and assignments of an executive nature relating to the business of the Company as the board of directors of the Company directs. During the Term of Employment the Employee shall, except during customary vacation periods and periods of illness, devote all of his business time and attention to the performance of the duties under this Agreement and to promote the best interests of the Company. The Employee shall report to and shall be subject to the supervision of the Chief Executive Officer, the Executive Vice President and the Chief Operating Officer only. The Employee shall not, either during or outside of normal business hours, directly or indirectly, engage in any aspect of the telecommunications business for or on behalf of any entity other than the Company, nor engage in any activity inimical to the best interests of the Company. 3. COMPENSATION AND RELATED MATTERS. -------------------------------- a. Base Salary. The Employee shall receive an annual base salary as ----------- follows: (i) during the first year of this Agreement, the Employee shall receive a salary in the amount of $150,000 (the "Base Salary"); (ii) during the second year of this Agreement, the Employee shall receive a salary in an amount equal to the Base Salary plus 10% (the "Adjusted Base Salary), if such Adjusted Base salary is approved by the Company's Board of Directors; and (iii) during the third year of this Agreement, the Employee shall receive a salary in an amount equal to the Adjusted Base Salary plus 10% (the "Second Adjusted Base Salary"), if such Second Adjusted Base salary is approved by the Company's Board of Directors. The Employee shall receive the Base Salary, the Adjusted Base Salary and the Second Adjusted Base Salary during the term of this Agreement in substantially equal monthly or bi- weekly installments in accordance with the normal practice of the Company. b. The Annual Bonus. The Employee shall receive an annual bonus (the ---------------- "Bonus") equal to not less than $25,000. The Bonus shall be payable no later than the 31st day after the end of each year during the term of this Agreement. The Bonus shall not exceed 100% of the Employee's annual salary as provided in Section 3(a) above for any year during the term of this Agreement. c. Stock Options. The Company shall grant the Employee a right to ------------- purchase 45,000 shares of common stock of the Company effective as of the Execution Date of this Agreement at a price per share of $5.6875. Unless otherwise agreed, the foregoing options shall vest one third (1/3) upon execution of the Employment Agreement, one third (1/3) after twelve (12) months following that date and one third (1/3) after twenty-four (24) months following that date. In addition, the Employee may receive additional stock option grants subject to approval of the Board of Directors and on the terms approved by the Board of Directors. d. Car Allowance. The Company shall pay the Employee a car allowance ------------- during the term of this Agreement in amount up to $500 per month to reimburse the Employee for his automobile expenses, including car/lease payments, insurance costs and related automobile expenses. e. Fringe Benefits. During the Term of Employment, the Company shall --------------- provide Employee with individual medical insurance at the Company's expense, through a major medical/group hospitalization insurance provider determined by the Company, in its sole and absolute discretion. Additionally, the Employee shall enjoy the customary benefits afforded to its employees. The Employee also shall be entitled to participate in employee benefit plans now or hereafter provided or made available to the Company's employees generally, such as life insurance, and pension, retirement and stock option plans. Nothing in this Agreement shall require the Company to establish, maintain or continue any of the fringe benefits already in existence for employees of the Company and nothing in this Agreement shall restrict the right of the Company to amend, modify or terminate such fringe benefit program. f. Vacations. During the Term of Employment, the Employee shall be --------- entitled each year to vacations as are customarily taken by the Company's executive officers. 2 The Company shall not pay the Employee any additional compensation for any vacation time not used by the Employee. g. Relocation Costs. The Company shall pay the cost of moving the ---------------- Employee's household furnishings and personal property and insuring same against loss from Baltimore, Maryland to Miami, Florida. Such cost shall be approved by the Company prior to the Employee's incurrence of same. Additionally, the Company agrees to provide Employee with the use of a furnished apartment in Dade County, Florida through August, 1994. No other relocation costs of any type will be borne by the Company. 4. Termination. ----------- This Agreement may be terminated prior to the expiration of the term set forth in Section 1 above as follows: a. Death. This Agreement shall terminate upon the death of the Employee, ----- and the Company shall have no further obligation under this Agreement to make any payments to, or bestow any benefits on, his beneficiary or beneficiaries from and after the date of the Employee's death, other than payments or benefits accrued and due and payable to him prior to the date of death pursuant to this Agreement. b. Disability. The Company may terminate the Employee's employment under ---------- this Agreement if as a result of his incapacity due to accident or illness, the Employee shall have been unable to satisfactorily perform his normal duties under this Agreement for a period of six months. Except as specifically provided in this Section 4, the Company shall have no further obligation under this Agreement to make any payments to, or bestow any benefits on, the Employee from and after the date of termination. c. Cause. The Company may terminate the Employee's employment under this ----- Agreement for Cause at any time. For purposes of this Agreement, the Company shall have "Cause" to terminate the Employee's employment if he (1) engages in one or more acts constituting a felony or involving fraud or serious moral turpitude; (2) refuses (except by reason of incapacity due to accident or illness) to perform his duties; or (3) engages in misconduct injurious to the Company. In the event of a termination for Cause, the Company shall have no further obligation under this Agreement to make any payments to, or bestow any benefits on, the Employee from and after the date of the termination, other than payments or benefits accrued and due and payable to him prior to the date of termination. 5. NON-COMPETITION. --------------- a. The Employee hereby covenants and agrees that, except with the written consent of the Company, the Employee will not, during the Term of Employment and for one year after the end of the Term of Employment, alone or in association with others as principal, officer, agent, employee, director or stockholder of any corporation, partnership, association or 3 other entity, or through the lending of capital, lending of money or property, or rendering of services or otherwise, (i) engage in any business all of part of which is, at the time, competitive with the business then conducted by the Company, directly or indirectly, in any state in which the Company then operates; (ii) solicit or attempt to solicit any person (natural or otherwise) who had entered into an agreement with the company to conduct its business; and (iii) solicit or attempt to solicit any person employed by the Company to leave their employment or not fulfill their contractual responsibility, whether or not the employment or contracting is full-time or temporary pursuant to a written or oral agreement, or for a determined period or at will. 6. COMPANY'S RIGHT TO INJUNCTIVE RELIEF; ATTORNEY'S FEES. ----------------------------------------------------- a. The Employee acknowledges that the Employee's services to the Company are of a unique character which gives them a special value to the Company, the loss of which cannot reasonably or adequately be compensated in damages in an action at law, and that a breach of this Agreement will result in irreparable and continuing harm to the Company, and that therefore, in addition to any other remedy which the Company may have at law or in equity, the Company shall be entitled to injunctive relief for a breach of this Agreement by the Employee. The Employee and the Company agree that the prevailing party in any action to enforce any breach of any covenant in this Agreement shall be reimbursed by the other party for all expenses and reasonable attorneys' fees incurred by that party to enforce this Agreement. 7. TRADE SECRETS AND CONFIDENTIAL INFORMATION. ------------------------------------------ a. The Employee acknowledges that the Company's business depends to a significant degree upon the possession of information which is not generally known to others, and that the profitability of the Company's business requires that this information remain proprietary to the Company. b. The Employee shall not except as required in the course of employment by the Company, disclose or use during or subsequent to the Term of Employment, any confidential information relating to the Company's business of which Employee becomes aware by reason of being employed by the Company or to which Employee gains access. Such information includes, but is not limited to, lists of property owners, data, records, computer programs, manuals, processes, methods and intangible rights which are either developed by the Employee during the Term of Employment or to which the Employee has access. All records and equipment and other materials relating in any way to any confidential information relating to property owners or to the Company's business shall be and remain the Company's sole property during and after the Term of Employment. c. Upon termination of employment, the Employee shall promptly return to the Company all materials and all copies of materials involving any confidential information in the Employee's possession or control. The Employee agrees to represent to the Company that he has complied with the provisions of this Section 7 upon termination of employment. 4 d. The Employee acknowledges that he is not a party to any agreement which may restrict his employment with the Company. 8. MISCELLANEOUS. ------------- a. The captions in this Agreement are not part of its provisions, are merely for reference and have no force or effect. If any caption is inconsistent with any provision of this Agreement, such provision shall govern. b. This Agreement is made in and shall be governed by and construed in accordance with the laws of the State of Florida, without giving effect to conflict of law principles. c. To the extent that the terms set forth in this Agreement or any word, phrase, clause or sentence is found to be illegal or unenforceable for any reason, such word, phrase, clause or sentence shall be modified or deleted in such manner so as to afford the Company the fullest protection commensurate with making this Agreement, as modified, legal and enforceable under applicable laws, and the balance of this Agreement shall not be affected thereby, the balance being construed as severable and independent. d. All notices given under this Agreement shall be in writing and shall be sent by registered or certified mail or delivered by hand and, if intended for the Company, shall be addressed to it or delivered to it at 2300 N.W. 89th Place, Miami, Florida 33172 to the attention of Robert D. Rubin, President. If intended for the Employee, notices shall be delivered personally or shall be addressed (if sent by mail) to the Employee's then current residence address as shown on the Company's records, or to such other address as the Employee directs in a notice to the Company. All notices shall be deemed to be given on the date received at the address of the addressee or, if delivered personally, on the date delivered. e. As used in this Agreement where appropriate, the masculine shall include the feminine; where appropriate, the singular shall include the plural and the plural shall include the singular. f. This Agreement contains all obligations and understandings between the parties relating to the subject of this Agreement and merges all prior discussions, negotiations and agreements, if any, between them, and none of the parties shall be bound by any conditions, definitions, understandings, warranties or representations other than as expressly provided or referred to in this Agreement. This Agreement is intended to cancel and supersede all existing agreements between the Employee and the Company. g. This Agreement may be modified only by a written instrument properly executed by the parties to this Agreement. 5 h. No waiver by any party to this Agreement, whether expressed or implied, of its rights under any provision of this Agreement shall constitute a waiver of the party's rights under the provisions at any other time or a waiver of the party's rights under any other provision of this Agreement. i. The Employee and the Company agree that the prevailing party in any action to enforce any breach of any covenant in this Agreement shall be reimbursed by the other party for all expenses and reasonable attorneys' fees incurred by that party to enforce this Agreement. IN WITNESS WHEREOF, the parties to this Agreement have executed this Agreement as of the day and year first above written. PEOPLES TELEPHONE COMPANY, INC. By: -------------------------- Robert D. Rubin, President THE EMPLOYEE By: /s/ Larry Ellman -------------------------- Larry Ellman 6 EX-5 5 EXHIBIT 5 [LETTERHEAD OF SPARBER, KOSNITZKY, TRUXTON, DE LA GUARDIA, SPRATT & BROOKS APPEARS HERE] April 13, 1995 Peoples Telephone Company, Inc. 2300 Northwest 89th Place Miami, Florida 33126 RE: Peoples Telephone Company, Inc. -- Registration Statement of Form S-8 Gentlemen: We have acted as special legal counsel to Peoples Telephone Company, Inc., a New York corporation (the "Company"), in connection with the preparation of a Registration Statement on Form S-8 (the "Registration Statement") relating to the registration with the Securities and Exchange Commission of 5,967,401 shares (the "Shares") of common stock, par value of $.01 per share, of the Company (the "Common Stock"), which Shares has been or will be issued in connection with the exercise of options which have been or may be granted pursuant to (i) Peoples Telephone Company 1987 Non-Qualified Stock Option Plan, as amended, (ii) Peoples Telephone Company, Inc. 1993 Non-Employee Director Stock Option Plan, (iii) Peoples Telephone Company, Inc. 1994 Stock Incentive Plan and (iv) the certain compensation agreements, related stock option plans and other stock option grants issued by the Company (collectively, the "Stock Option Plan"). Based upon our examination of such documents and records as we have deemed relevant and necessary and upon a certificate of an officer of the Company, we are of the opinion that the Shares are duly authorized, and when issued upon the exercise of options in accordance with the terms of the Stock Option Plans, will be validly issued, fully paid and non-assessable shares of Common Stock. This opinion has been prepared and is to be construed in accordance with the Report on Standards for Florida Opinions dated April 8, 1991 issued by the Business law Section of the Florida Bar (the "Report"). The Report is incorporated herein by reference into this opinion. Peoples Telephone Company, Inc. April 13, 1995 Page 2 The foregoing opinion is limited to the laws of the State of Florida and applicable Federal laws as they exist as of the date of this opinion. We assume no obligation to update or supplement such opinions to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur. We hereby consent to the filing of this opinion letter as Exhibit 5 to the Registration Statement and to the use of our name under the heading "Legality of Securities" in the related Prospectus. Sincerely yours, SPARBER, KOSNITZKY, TRUXTON, SPRATT & BROOKS, P.A. /s/ Michael Kosnitzky, Esq. Michael Kosnitzky, Esq. for the Firm Sparber, Kosnitsky, Truxton, de la Guardia, Spratt & Brooks Professional Association EX-23.1 6 EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS --------------------------------------------------- We hereby consent to the incorporation by reference in the Prospectus constituting part of this Registration Statement on Form S-8 of our report dated March 28, 1995 appearing on page 30 of Peoples Telephone Company, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1994. We also consent to the reference to us under the heading "Experts" in such Prospectus. PRICE WATERHOUSE LLP Miami, Florida April 10, 1995 EX-24 7 EXHIBIT 24 EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person who signature appears below contributes and appoints Jeffrey Hanft and Robert D. Rubin, and each of them, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and his name, place and stead, in any and all capacities, to sign any and all amendments, to the Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Date: _____________, 1995 __________________________________ Please Sign Name __________________________________ Please Print Name -----END PRIVACY-ENHANCED MESSAGE-----