-----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, IMHyo6fhMxvMT9gwsdOe5cTuUDAP4jWh1dIxskg1xYBnaAHdiw3VvySjl0QGQH3l gW3c8q9rqWI19RI/5TOqig== 0000950109-97-006398.txt : 19971021 0000950109-97-006398.hdr.sgml : 19971021 ACCESSION NUMBER: 0000950109-97-006398 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19971020 EFFECTIVENESS DATE: 19971020 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEPTIMA ENTERPRISES INC CENTRAL INDEX KEY: 0000842013 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 850368333 STATE OF INCORPORATION: CO FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-38273 FILM NUMBER: 97698171 BUSINESS ADDRESS: STREET 1: 600 SANDTREE DR STREET 2: STE 212 CITY: LAKE PARK STATE: FL ZIP: 33403 BUSINESS PHONE: 5616247299 MAIL ADDRESS: STREET 1: 600 SANDTREE DRIVE STREET 2: SUITE 212 CITY: LAKE PARK STATE: FL ZIP: 33403 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on October 20, 1997 Registration No. 333-______ ----------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 Registration Statement Under the Securities Act of 1933 Septima Enterprises, Inc. (Exact Name of Registrant as Specified in its Charter) State of Colorado 85-0368333 - -------------------------------- ---------------------------------- (State or Other Jurisdiction of (IRS Employer Identification No.) Incorporation or Organization) 600 Sandtree Drive, Suite 212 Lake Park, Florida 33403 (Address of Principal Executive Offices) (Zip Code) Agreement with First American Financial Group dated August 7, 1997 and Certain Septima Enterprises, Inc. Stock Option Agreements ------------------------------------------------------------- (Full Title of the Plan)
Copies To: R. Edwin Morgan President and Chief Executive Officer Michael V. Mitrione, Esq. Septima Enterprises, Inc. Gunster, Yoakley, Valdes-Fauli & Stewart, P.A. 600 Sandtree Drive, Suite 212 777 South Flagler Drive, Suite 500 East Tower Lake Park, Florida 33403 West Palm Beach, Florida 33401 - ------------------------------------------- (Name and Address of Agent for Service)
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 line: X --- CALCULATION OF REGISTRATION FEE
================================================================================================================================= Proposed Maximum Proposed Maximum Amount of Title of Securities Amount to be Offering Price Per Aggregate Offering Registration to be Registered Registered Share(1) Price(1) Fee - --------------------------------------------------------------------------------------------------------------------------------- Common Stock, no par value (2)....... 62,500 $ .20 $ 12,500 $ 3.78 - --------------------------------------------------------------------------------------------------------------------------------- Common Stock, no par value (3)....... 4,500 .50 2,250 0.68 - --------------------------------------------------------------------------------------------------------------------------------- Common Stock, no par value (4)....... 725,000 1.00 725,000 219.70 - --------------------------------------------------------------------------------------------------------------------------------- Common Stock, no par value (5)....... 50,000 2.00 100,000 30.30 - --------------------------------------------------------------------------------------------------------------------------------- Common Stock, no par value (6)....... 25,000 1.00 25,000 7.58 - --------------------------------------------------------------------------------------------------------------------------------- Total................................ $ 864,750 $ 262.04 - ---------------------------------------------------------------------------------------------------------------------------------
(1) Calculated pursuant to Rule 457(h), based on the exercise price of such options as described in Item 1 of Part I of this Registration Statement. (2) Represents shares of Common Stock underlying options to purchase such shares at an exercise price of $.20 per share which were granted to officers and/or directors of the Company pursuant to Stock Option Agreements. (3) Represents shares of Common Stock underlying options to purchase such shares at an exercise price of $.50 per share which were granted to an employee of the Company pursuant to Stock Option Agreements. (4) Represents shares of Common Stock underlying options to purchase such shares at an exercise price of $1.00 per share which were granted to certain employees, officers, directors, consultants and/or advisors of the Company pursuant to Stock Option Agreements. (5) Represents shares of Common Stock underlying options to purchase such shares at an exercise price of $2.00 per share which were granted to a consultant of the Company pursuant to a written agreement. (6) Represents shares of Common Stock underlying options to purchase such shares at an exercise price of $1.00 per share which were granted to a consultant of the Company pursuant to a written agreement. This Registration Statement shall become effective upon the filing in accordance with Section 8(a) of the Securities Act of 1933, as amended, and Rule 462. EXPLANATORY NOTE This Registration Statement is intended to be used to register 867,000 shares of Common Stock, no par value per share (the "Common Stock"), of Septima Enterprises, Inc., a Colorado corporation (the "Company"), reserved for issuance and delivery pursuant to options granted under (i) that certain Agreement, dated as of August 7, 1997 (the "Agreement"), by and between First American Financial Group ("First American") and the Company, and (ii) Septima Enterprises, Inc. Stock Option Agreements, as amended (each, an "Option Agreement"), by and between each of Ronald D. Baker, Louis S. Camilli, Ronald J. Costello, Charlotte Darling, Roy H. Davidson, Darryl J. Dillenback, Malcolm Petree, Francisco Urrea, Jr., Thomas A. Urrea, and Lillian Werntz (collectively, the "Optionees") and the Company. Pursuant to the Note to Part I of Form S-8, the information specified by Part I of Form S-8 to be contained in a Section 10(a) prospectus to be distributed to First American and each Optionee is not being filed with the Securities and Exchange Commission (the "Commission"). 2 PART II Information Required in the Registration Statement Item 3. Incorporation of Documents by Reference. The Company's Annual Report on Form 10-KSB for the year ended June 30, 1997, as filed with the Commission on September 26, 1997 (File No. 33-25126-D) is incorporated by reference in this Registration Statement. All documents filed by the Company pursuant to Sections 13(a) and (c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such document, except as to any portion of any Annual or Quarterly Report to Shareholders which is not deemed to be filed under said provisions. Any statement contained in this Registration Statement, or in a document incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 4. Description of Securities. The Company is registering under this Registration Statement 867,000 shares of Common Stock that are reserved for issuance and delivery pursuant to options granted under the Agreement and each of the Option Agreements. Each such option entitles the holder to purchase a specified number of shares of Common Stock at an exercise price determined by the Agreement or the applicable Option Agreement, as the case may be, and as more fully described in the Prospectus which forms a part of this Registration Statement. When issued, the shares of Common Stock shall be validly issued, fully paid and nonassessable. The following summary description of the Company's capital stock is qualified in its entirety by reference to the Company's Articles of Incorporation and Bylaws, copies of which have been incorporated by reference as exhibits to the Registration Statement from the Company's prior filings with the Commission. Common Stock The Company is authorized to issue 25,000,000 shares of Common Stock, no par value per share, and 10,000,000 shares of preferred stock ("Preferred Stock"), no par value per share. As of October 17, 1997, there were 8,855,629 shares of Common Stock issued and outstanding including 250,000 shares of Common Stock underlying options exercised prior to the date of the Prospectus, held of record by approximately 183 shareholders, and no shares of Preferred Stock issued and outstanding. 3 Voting Rights. The holder of each share of Common Stock has the right to cast one vote with respect to any matter submitted to the shareholders of the Company for a vote. Cumulative voting is not authorized by the Company's Articles of Incorporation. Accordingly, holders of a majority of the shares of Common Stock entitled to vote in any election of directors may elect all of the directors standing for election. For the election of directors, the number of directors to be elected who receive the highest amount of votes shall be elected. Unless a greater requirement is established by the Articles of Incorporation or the Colorado Business Corporation Act (the "CBCA"), and except for the election of directors, a matter submitted to a vote of shareholders will be approved if a majority of the shares represented at the meeting and entitled to vote on the matter vote in favor of such matter. Liquidation Rights. Upon the liquidation, dissolution or winding up of the Company, the holders of Common Stock are entitled to receive ratably the net assets of the Company available after the payment of all debts and other liabilities and subject to the prior rights of any outstanding Preferred Stock. Dividends. Holders of Common Stock are entitled to share equally in dividends, when, as and if declared by the Board of Directors of the Company out of funds legally available therefor, subject to any preferential dividend rights of any outstanding Preferred Stock. The Company has not paid any cash or stock dividends on its Common Stock and it is unlikely that any such dividends will be declared in the foreseeable future. Preemptive Rights. Holders of Common Stock have no preemptive, subscription, redemption or conversion rights. The shares of Common Stock reserved for issuance and registered hereunder will be, when issued and paid for, fully paid and nonassessable. The rights, preferences and privileges of holders of Common Stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of Preferred Stock which the Company may designate and issue in the future. Authorized But Unissued Shares. The authorized but unissued shares of Common Stock (and Preferred Stock, as described below) are available for future issuance without shareholder approval. These additional shares may be utilized for a variety of corporate purposes, including future private and/or public offerings to raise additional capital, corporate acquisitions and for issuances pursuant to employee benefit plans or option agreements. The existence of authorized but unissued and unreserved Common Stock and Preferred Stock may enable the Board of Directors to issue shares to persons friendly to current management which could discourage or make more difficult an attempt to obtain control of the Company by means of a proxy contest, tender offer, merger or otherwise, and thereby could protect the continuity of the Company's management. The Board of Directors, without shareholder approval, can issue Preferred Stock with voting and conversion rights that could adversely affect the voting power of holders of Common Stock. The issuance of Preferred Stock may have the effect of delaying, deferring, or preventing a change in control of the Company. The Company has no present plans to issue any shares of Preferred Stock. 4 Board of Directors. The Bylaws of the Company provide that the Board of Directors shall be comprised of no less than three and no more than seven members, and each director shall hold office until the next succeeding annual meeting of shareholders, and until their successors have been elected and qualified. Actions by Written Consent. Any action required or permitted to be taken at a meeting of the shareholders may be taken in an action by written consent signed by all of the shareholders of the Company entitled to vote with respect to the subject matter thereof. Preferred Stock The Board of Directors has the authority, without further action of the shareholders of the Company, to issue up to an aggregate of 10,000,000 shares of Preferred Stock in one or more series and to fix or alter the designations, preferences, rights and any qualifications, limitations or restrictions of the shares of each such series thereof, including the dividend rights, dividend rates, conversion rights, voting rights, terms of redemption (including sinking fund provisions), redemption price or prices, liquidation preferences and the number of shares constituting any series of the designation of such series. The Board of Directors, without shareholder approval, can issue Preferred Stock with voting and conversion rights that could adversely affect the voting power of holders of Common Stock. The issuance of Preferred Stock may have the effect of delaying, deferring or preventing a change in control of the Company. The Company has no present plans to issue any shares of Preferred Stock. Item 5. Interests of Named Experts and Counsel. None. Neither the named experts or counsel referenced below have an interest in the Company. Item 6. Indemnification of Directors and Officers. Sections 7-109-101 through 7-109-110 of the Colorado Business Corporation Act (the "CBCA") authorize the indemnification of directors, officers, agents, employees and fiduciaries (each, an "Indemnifiable Person") of a Colorado corporation against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement and reasonably incurred in connection with any action seeking to establish such liability, if the Indemnifiable Person (i) conducted himself or herself in good faith, (ii) reasonably believed (a) in the case of conduct in an official capacity with the corporation, that his or her conduct was in the best interest of the corporation, or (b) in all other cases, that his or her conduct was at least not opposed to the corporation's best interests, and (iii) in the case of any criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful. However, the corporation may not indemnify such person if, (i) in connection with a proceeding by or in the right of the corporation, the Indemnifiable Person was adjudged liable to the corporation, or (ii) in connection with any other proceeding, the director was adjudged liable on the 5 basis that he or she derived an improper personal benefit. Subject to the terms and conditions set forth in the CBCA, a corporation may also pay for or reimburse the reasonable expenses incurred by an Indemnifiable Person who is a party to a proceeding in advance of the final disposition of the proceeding. The foregoing discussion of the CBCA is only a summary and is qualified in its entirety by the full text of CBCA. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "Securities Act"), may be permitted to directors, officers or persons controlling the Company, the Company has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. 4.1* Articles of Incorporation, as amended to the date hereof. 4.2* Bylaws, as amended to the date hereof. 4.3* Form of Common Stock Certificate. 4.4 Agreement, by and between First American and the Company. 4.5 Form of Septima Enterprises, Inc. Stock Option Agreement, between the Company and certain of the Optionees, with respect to non- transferable options. 4.6 Form of Septima Enterprises, Inc. Stock Option Agreement, as amended, between the Company and certain of the Optionees, with respect to options with limited transferability. 5.1 Opinion of Gunster, Yoakley, Valdes-Fauli & Stewart, P.A. regarding the legality of the securities being offered hereby. 23.1 Consent of McGladrey & Pullen, LLP. 23.2 Consent of Delisi, Henninger and Associates. 23.3 Consent of Gunster, Yoakley, Valdes-Fauli & Stewart, P.A. (contained in Exhibit 5.1).
- ----------- * Previously filed as an exhibit to and incorporated by reference from the Company's Annual Report on Form 10-KSB for the year ended June 30, 1997, as filed with the Commission on September 26, 1997 (File No. 33-25126- D). Item 9. Undertakings. The undersigned Company hereby undertakes: 6 (1)(a) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement, to: (i) Include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement; and notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) of this chapter if, in the aggregate, the changes in the volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. (iii) Include any additional or changed material information on the plan of distribution. Provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if the information required in such a post-effective amendment is incorporated by reference from periodic reports filed by the Company under the Exchange Act. (b) For determining liability under the Securities Act, to treat each post-effective amendment as a new registration statement of the securities offered, and to treat the offering of such securities at that time as the initial bona fide offering. (c) To file a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering. (2) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 Company 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. 7 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe it meets all 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 Lake Park, State of Florida, on this 17th day of October, 1997. SEPTIMA ENTERPRISES, INC. By: /s/ R. Edwin Morgan ---------------------------------------- R. Edwin Morgan President and Chief Executive Officer (Duly Authorized Representative) Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated as of October 17, 1997. /s/ R. Edwin Morgan ------------------------------------------- R. Edwin Morgan President, Chief Executive Officer, Treasurer and Director (Principal Executive Officer, Principal Accounting Officer and Principal Financial Officer) /s/ Louis S. Camilli ------------------------------------------- Louis S. Camilli Director /s/ Roy H. Davidson ------------------------------------------- Roy H. Davidson Director /s/ Darryl J. Dillenback ------------------------------------------- Darryl J. Dillenback Director 8 EXHIBIT INDEX
Exhibit Number -------------- 4.1* Articles of Incorporation, as amended to the date hereof. 4.2* Bylaws, as amended to the date hereof. 4.3* Form of Common Stock Certificate. 4.4 Agreement, by and between First American and the Company. 4.5 Form of Septima Enterprises, Inc. Stock Option Agreement, between the Company and certain of the Optionees, with respect to non- transferable options. 4.6 Form of Septima Enterprises, Inc. Stock Option Agreement, as amended, between the Company and certain of the Optionees, with respect to options with limited transferability. 5.1 Opinion of Gunster, Yoakley, Valdes-Fauli & Stewart, P.A. regarding the legality of the securities being offered hereby. 23.1 Consent of McGladrey & Pullen, LLP. 23.2 Consent of Delisi, Henninger and Associates. 23.3 Consent of Gunster, Yoakley, Valdes-Fauli & Stewart, P.A. (contained in Exhibit 5.1).
- ----------- * Previously filed as an exhibit to and incorporated by reference from the Company's Annual Report on Form 10-KSB for the year ended June 30, 1997, as filed with the Commission on September 26, 1997 (File No. 33-25126-D). EX-4.4 2 AGREEMENT, BY AND BETWEEN 1ST AMERICAN & COMPANY Exhibit 4.4 ----------- AGREEMENT BETWEEN FIRST AMERICAN FINANCIAL GROUP AND SEPTIMA ENTERPRISES, INC. - -------------------------------------------------------------------------------- WHEREAS, SEPTIMA ENTERPRISES, INC. (SEPP), whose principal address is 600 Sandtree Drive, Suite 212, Lake Park, Florida 33403, is desirous of engaging the services of FIRST AMERICAN FINANCIAL GROUP (FIRST AMERICAN), whose principal address is 161 Maiden Lane, 7th Floor, New York, New York 10038, and WHEREAS, FIRST AMERICAN is desirous of providing the services of its Broker-Dealer Marketing Program to SEPP, NOW, THEREFORE, the parties do hereby agree as follows: 1. FIRST AMERICAN shall provide the following services to SEPP: A. Contact Broker-Dealers (B-D's) as potential Market Makers in SEPP stock to discuss recent developments. B. Contact Broker-Dealers in FIRST AMERICAN's network via FAX ALERT, STOCK ALERT and telephone to review current information regarding SEPP. C. Meet with Broker-Dealers and their Registered Representatives to discuss and promote awareness of SEPP. D. At the appropriate time, meet with Analysts, Money Mangers and Institutional Investors to discuss and promote awareness of SEPP. E. Plan, produce and implement a comprehensive Internet campaign including the following: i. Company Profile to be placed in the Micro-Cap Section of Griffin Capital Management's site on the PAWWS Financial Network on the World Wide Web. Page 1 of 4 ii. Monitor and control all lead-generating activity. iii. Follow up all leads by mailing a STOCK ALERT and/or Investor Kit to all "visitors" to the site. iv. Distribute all leads to FIRST AMERICAN's Broker-Dealer network for telephone follow-up. 2. FIRST AMERICAN will be responsible for originating, coordinating and monitoring all of the above. A report covering all aspects of same will be provided on a quarterly basis for the term of this Agreement. 3. SEPP will be responsible for providing all of the necessary corporate material, financial information and access to data reasonably required for FIRST AMERICAN to fulfill its obligations. SEPP will, as often as practical, discuss and inform FIRST AMERICAN of developments and events affecting the Financial Community. In addition, SEPP hereby agrees that it will, at all times, act in Good Faith and perform all of its duties to foster and promote improved shareholder value. 4. FIRST AMERICAN's fee for its services outlined herein is an Option to Purchase fifty thousand (50,000) shares of unrestricted, free-trading Class "A" common stock of SEPP exercisable at $2.00 per share for a period of twenty-four (24) months from date of issuance. 5. FIRST AMERICAN will receive a non-accountable expense allotment for its costs incurred in Items 1.A through 1.E above as follows: i. Due on Signing of this Agreement $3,000 Monthly Maintenance (Due Quarterly in Advance) $ 500 ii. An Option to Purchase twenty-five thousand (25,000) shares of unrestricted, free-trading Class "A" common stock of SEPP, said Option to be exercisable at $1.00 per share for a period of twelve (12) months from date of issuance. 6. FIRST AMERICAN shall be entitled to Bonus Compensation as follows: i. If the price of SEPP stock reaches $4.00 or higher at any time during the term of this Agreement, FIRST AMERICAN will be issued fifteen thousand (15,000) shares of restricted (Rule 144) stock of SEPP. Page 2 of 4 ii. If the price of SEPP stock reaches $6.00 or higher at any time during the term of this Agreement, FIRST AMERICAN will be issued fifteen thousand (15,000) additional shares of restricted (Rule 144) stock of SEPP. iii. If the price of SEPP stock reaches $8.00 or higher at any time during the term of this Agreement, FIRST AMERICAN will be issued fifteen thousand (15,000) additional shares of restricted (Rule 144) stock of SEPP. iv. If the price of SEPP stock reaches $10.00 or higher at any time during the term of this Agreement, FIRST AMERICAN will be issued fifteen thousand (15,000) additional shares of restricted (Rule 144) stock of SEPP. 7. SEPP hereby agrees that it will, as soon as the S-8 registration is complete, deposit in Escrow with a New York State Licensed Attorney, to be designated by FIRST AMERICAN, all of the subject shares specified in Items 4. and 5. above. The subject restricted shares will be delivered to FIRST AMERICAN according to the terms specified in Item 6. herein. 8. The initial Term of this Agreement will be twelve (12) months commencing on August 7, 1997, and ending on August 6, 1998. Both parties may, by mutual consent, extend this Agreement for any additional term. 9. In consideration of the proprietary nature and intangible value of FIRST AMERICAN's Broker-Dealer and Investor clients, SEPP agrees not to disclose or otherwise reveal to any third party any information pertaining to same. This includes, but is not limited to, names, addresses, telephone/fax/telex numbers or other means of access thereto. 10. If a dispute should arise under any of the terms of this Agreement, both parties agree to submit the matter to Binding Arbitration In New York County, New York, according to the rules of the American Arbitration Association. In this regard, a request by either party for arbitration shall be binding on the other. 11. This Agreement represents the total agreement between the parties. This contract cannot be modified or changed unless done so in writing and signed by all parties hereto. 12. This Agreement shall be governed by the Laws of the State of New York. Should any portion of the Agreement be held to be illegal, then only that Page 3 of 4 portion shall be void and not the entire Agreement. 13. SEPP acknowledges the FIRST AMERICAN is neither an attorney, accountant nor broker and is acting exclusively as an independent contractor providing consulting services. 14. The undersigned acknowledges that he has authority from the Board of Directors of SEPTIMA ENTERPRISES, INC. to sign this Agreement. AGREED AND ACCEPTED: - ------------------- SEPTIMA ENTERPRISES, INC. FIRST AMERICAN FINANCIAL GROUP BY /s/ R. Edwin Morgan BY /s/ William J. Rogers, Jr. ------------------- -------------------------- R. Edwin Morgan William J. Rogers, Jr. President Managing Director August 7, 1997 - ------------------------ ------------------------------ Date Date Page 4 of 4 EX-4.5 3 STOCK OPTION AGREEMENT EXHIBIT 4.5 SEPTIMA ENTERPRISES, INC. STOCK OPTION AGREEMENT ---------------------- STOCK OPTION AGREEMENT ("Agreement"), made as of the 22nd day of February 1994, by and between SEPTIMA ENTERPRISES, INC., a Colorado corporation (the "Company"), and LILLIAN WERNTZ (the "Optionee"); W I T N E S S E T H: WHEREAS, the Company and the Optionee have provided for the issuance to the Optionee of an option to purchase the Company's common stock, all as more particularly set forth herein: NOW, THEREFORE, in consideration of the mutual covenants set forth herein, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, it is hereby agreed as follows: 1. Grant of Option. Subject to and upon the terms and conditions set --------------- forth in this Agreement, the Company hereby grants to the Optionee a stock option (the "Option") to purchase up to Twenty Thousand (20,000) shares of the Company's common stock (collectively, the "Shares"), during the specified term of this Option, at a price of One Dollar ($1.00) per Share. 2. Specified Term. The term of the Option shall be the period commencing -------------- on February 22, 1994, and ending on February 22, 1999 (the "Term"). The Option shall be of no further force and effect and shall not be exercisable to any extent after the expiration of the Term. 3. No Transferability. The Option may not be transferred or assigned ------------------ except by will or by the laws of descent and distribution, subject to the terms of Section 9 of this Agreement. 4. Partial Exercise. Exercise of the Option may be made in one or more ---------------- installments at any time and from time-to-time within the above limits, except that the Option may not be exercised for a fraction of a Share. Any fractional Share with respect to which an installment of the Option cannot be exercised because of the limitation contained in the preceding sentence shall remain subject to the Option and shall be available for later purchase by the Optionee in accordance with the terms hereof. 5. Method of Payment. The Option exercise price is payable in United ----------------- States dollars and must be paid either in cash, by certified or cashier's check, by delivery of Shares having an aggregate fair market value (as determined by the Company) equal as of the date of exercise to the Option exercise price, or by any combination of the foregoing, equal in amount to the Option exercise price. 1 6. Method of Exercising Option. Subject to the terms and conditions of --------------------------- this Agreement, the Option may be exercised by written notice to the Company, at the principal executive office of the Company. Such notice shall state the election to exercise the Option and the number of Shares in respect of which it is being exercised and shall be signed by the Optionee. Such notice shall be accompanied by payment of the full purchase price of such Shares, and the Company shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice and such payment have been received. The certificate or certificates for the Shares as to which the Option shall have been so exercised shall be registered in the name of the Optionee or permitted assignee and shall be delivered to the Optionee or permitted assignee. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and non-assessable. The Optionee shall not have the rights of a shareholder with respect to the Shares covered by the Option hereunder until the date of issuance of a stock certificate to the Optionee for such Shares. 7. Restricted Shares; Purchase for Investment. Optionee understands that ------------------------------------------ the Shares to be purchased upon an exercise of the Option have not been registered under the Securities Act of 1933, as amended (the "1933 Act"), or under the laws of any jurisdiction. Optionee agrees that Optionee is, either alone or through advisors, sophisticated and experienced in financial, business and investment matters and, as a result, Optionee is in a position to evaluate the merits and risks of an investment in the Company. Optionee agrees that (i) the Optionee's purchase of Shares upon an exercise of the Option will not be made with a view toward the "distribution" of such Shares, as defined in the 1933 Act; (ii) such Shares may not be transferred or hypothecated unless, in the opinion of counsel to the Company, such transfer or hypothecation would be in compliance with the registration provisions of the 1933 Act or pursuant to an exemption therefrom; and (iii) the Optionee agrees to sign a certificate to such effect at the time of exercising the Option and agrees that the certificate for the Shares so purchased may be inscribed with a legend to ensure compliance with the 1933 Act. 8. Legends. The certificates representing the Shares issued or to be ------- issued hereunder shall be stamped or otherwise imprinted with legends substantially in the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND HAVE BEEN ACQUIRED FOR AN INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL ACCEPTABLE TO COUNSEL FOR THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH LAWS. 2 9. Death of Optionee. If the Optionee dies, the Option may be exercised ----------------- during the ninety (90) day period beginning with the date of the Optionee's death, to the extent of the number of Shares with respect to which the Optionee could have exercised on the date of the Optionee's death, by the Optionee's estate, personal representative or beneficiary to whom this Option has passed pursuant to Section 3. At the expiration of such 90-day period or the scheduled expiration date, whichever is the earlier, the Option shall terminate and the only rights hereunder shall be those as to which the Option was properly exercised before such termination. 10. Notices. All notices, requests, consents and other communications ------- required or permitted under this Agreement shall be in writing (including electronic transmission) and shall be (as elected by the person giving such notice) hand delivered by messenger or courier service, electronically transmitted, or mailed (airmail if international) by registered or certified mail (postage prepaid), return receipt requested, addressed to: If to the Optionee: If to the Company: ------------------ ----------------- Lillian Werntz Septima Enterprises, Inc. P. O. Box 1731 Attention: R. Edwin Morgan Edgewood NM 87015 600 Sandtree Drive, Suite 212 Telephone:___________ Lake Park FL 33403 Telefax:_____________ Telephone: (561) 624-7299 Telefax: (561) 624-7727 or to such other address as any party may designate by notice complying with the terms of this Section. Each such notice shall be deemed delivered (a) on the date delivered if by personal delivery; (b) on the date of transmission with confirmed answer back if by electronic transmission; and (c) on the date upon which the return receipt is signed or delivery is refused or the notice is designated by the postal authorities as not deliverable, as the case may be, if mailed. 11. No Obligation to Exercise Option. The grant and acceptance of the -------------------------------- Option hereunder imposes no obligation on the Optionee to exercise the Option. 12. Entire Agreement. This Agreement represents the entire understanding ---------------- and agreement between the parties with respect to the subject matter hereof and supersedes all other negotiations, understandings and representations (if any) made by and between such parties. 13. Enforcement Costs. If any civil action, arbitration or other legal ----------------- proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provision of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys' fees, sales and use taxes, court costs and all expenses even if not taxable as court costs (including, without limitation, all such fees, taxes, costs and expenses incident to arbitration, appellate, bankruptcy 3 and post-judgment proceedings), incurred in that civil action, arbitration or legal proceeding, in addition to any other relief to which such party or parties may be entitled. Attorneys' fees shall include, without limitation, paralegal fees, investigative fees, administrative costs, sales and use taxes and all other charges billed by the attorney to the prevailing party. 14. Governing Law. This Agreement and all transactions contemplated by ------------- this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida. 15. Amendments. The provisions of this Agreement may not be amended, ---------- supplemented, waived or changed orally, but only by a writing signed by the party as to whom enforcement of any such amendment, supplement, waiver or modification is sought and making specific reference to this Agreement. 16. Binding Effect. All of the terms and provisions of this Agreement -------------- shall be binding upon, inure to the benefit of, and be enforceable by the parties and their respective administrators, executors, legal representatives, heirs, successors and permitted assigns, whether so expressed or not. 17. Counterparts. This Agreement may be executed in one or more ------------ counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Confirmation of execution by electronic transmission of a facsimile signature page shall be binding upon any party so confirming. 18. Jurisdiction and Venue. Any civil action or legal proceeding arising ---------------------- out of or relating to this Agreement shall be brought in the courts of record of the State of Florida in Palm Beach County or the United States District Court, Southern District of Florida, West Palm Beach Division. Each party consents to the jurisdiction of such court in any such civil action or legal proceeding and waives any objection to the laying of venue of any such civil action or legal proceeding in such court. Service of any court paper may be effected on such party by mail, as provided in this Agreement, or in such other manner as may be provided under applicable laws, rules of procedure or local rules. 19. No Construction Against Draftsmen. The parties acknowledge that this --------------------------------- is a negotiated agreement, and that in no event shall the terms hereof be construed against either party on the basis that such party, or its counsel, drafted this Agreement. 20. Severability. If any provision of this Agreement or any other ------------ agreement entered into pursuant hereto is contrary to, prohibited by or deemed invalid under applicable law or regulation, such provision shall be inapplicable and deemed omitted to the extent so contrary, prohibited or invalid, but the remainder hereof shall not be invalidated thereby and shall be given full force and effect so far as possible. If any provision of this Agreement may be construed in 4 two or more ways, one of which would render the provision invalid or otherwise voidable or unenforceable and another of which would render the provision valid and enforceable, such provision shall have the meaning which renders it valid and enforceable. 21. Waivers. The failure or delay of any party at any time to require ------- performance by another party of any provision of this Agreement, even if known, shall not affect the right of such party to require performance of that provision or to exercise any right, power or remedy hereunder. Any waiver by any party of any breach of any provision of this Agreement should not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right, power or remedy under this Agreement. No notice to or demand on any party in any circumstance shall, of itself, entitle such party to any other or further notice or demand in similar or other circumstances. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. SEPTIMA ENTERPRISES, INC. By: /s/ R. Edwin Morgan ---------------------------------------- R. Edwin Morgan President and Chief Executive Officer /s/ Lillian Werntz ---------------------------------------- Lillian Werntz 5 EX-4.6 4 AMENDED STOCK OPTION AGREEMENT Exhibit 4.6 ----------- SEPTIMA ENTERPRISES, INC. STOCK OPTION AGREEMENT ---------------------- STOCK OPTION AGREEMENT ("Agreement"), made as of the 1st day of October, 1996, by and between SEPTIMA ENTERPRISES, INC., a Colorado corporation (the "Company"), and CHARLOTTE DARLING (the "Optionee"); W I T N E S S E T H: WHEREAS, the Company has determined that, in order to provide an incentive to key individuals who have contributed their efforts to the successful operation of the Company and to encourage them to remain associated with the Company, it would be beneficial to grant stock options to certain individuals so that they may secure or increase, on reasonable terms, their stock ownership in the Company; and WHEREAS, the Optionee has contributed to the success of the Company; and WHEREAS, the Company and the Optionee have provided for the issuance to the Optionee of an option to purchase the Company's common stock, all as more particularly set forth herein; NOW, THEREFORE, in consideration of the mutual covenants set forth herein, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, it is hereby agreed as follows: 1. Grant of Option. Subject to and upon the terms and conditions set --------------- forth in this Agreement, the Company hereby grants to the Optionee a stock option (the "Option") to purchase up to Four Thousand Five Hundred (4,500) shares of the Company's common stock (collectively, the "Shares"), during the specified term of this Option, at a price of Fifty Cents ($0.50) per Share. 2. Specified Term. The term of the Option shall be the period commencing -------------- on October 1, 1996, and ending on October 1, 2001 (the "Term"). The Option shall be of no further force and effect and shall not be exercisable to any extent after the expiration of the Term. 3. No Transferability. The Option may not be transferred or assigned ------------------ except as permitted by Section 9 of this Agreement or by will or by the laws of descent and distribution, subject to the terms of Section 10 of this Agreement. 4. Partial Exercise. Exercise of the Option may be made in one or more ---------------- installments at any time and from time-to-time within the above limits, except that the Option may not be exercised for a fraction of a Share. Any fractional Share with respect to which an installment of the Option cannot be exercised because of the limitation contained in the preceding sentence shall remain subject to the Option and shall be available for later purchase by the Optionee in accordance with the terms hereof. 5. Method of Payment. The Option exercise price is payable in United ----------------- States dollars and must be paid either in cash, by certified or cashier's check, by delivery of Shares having an aggregate fair market value (as determined by the Company) equal as of the date of exercise to the Option exercise price, or by any combination of the foregoing, equal in amount to the Option exercise price. 6. Method of Exercising Option. Subject to the terms and conditions of --------------------------- this Agreement, the Option may be exercised by written notice to the Company, at the principal executive office of the Company. Such notice shall state the election to exercise the Option and the number of Shares in respect of which it is being exercised and shall be signed by the Optionee. Such notice shall be accompanied by payment of the full purchase price of such Shares, and the Company shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice and such payment have been received. The certificate or certificates for the Shares as to which the Option shall have been so exercised shall be registered in the name of the Optionee or permitted assignee and shall be delivered to the Optionee or permitted assignee. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and non-assessable. The Optionee shall not have the rights of a shareholder with respect to the Shares covered by the Option hereunder until the date of issuance of a stock certificate to the Optionee for such Shares. 7. Restricted Shares; Purchase for Investment. Optionee understands that ------------------------------------------ the Shares to be purchased upon an exercise of the Option have not been registered under the Securities Act of 1933, as amended (the "1933 Act"), or under the laws of any jurisdiction. Optionee agrees that Optionee is, either alone or through advisors, sophisticated and experienced in financial, business and investment matters and, as a result, Optionee is in a position to evaluate the merits and risks of an investment in the Company. Optionee agrees that (i) the Optionee's purchase of Shares upon an exercise of the Option will not be made with a view toward the "distribution" of such Shares, as defined in the 1933 Act; (ii) such Shares may not be transferred or hypothecated unless, in the opinion of counsel to the Company, such transfer or hypothecation would be in compliance with the registration provisions of the 1933 Act or pursuant to an exemption therefrom; and (iii) the Optionee agrees to sign a certificate to such effect at the time of exercising the Option and agrees that the certificate for the Shares so purchased may be inscribed with a legend to ensure compliance with the 1933 Act. 8. Legends. The certificates representing the Shares issued or to be ------- issued hereunder shall be stamped or otherwise imprinted with legends substantially in the following form: 2 THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND HAVE BEEN ACQUIRED FOR AN INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL ACCEPTABLE TO COUNSEL FOR THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH LAWS. 9. Assignments. Except as otherwise provided herein, the Optionee shall ----------- not assign his or her rights and/or obligations herein without the prior written consent of the Company. A. Assignment to Family of Optionee. The Optionee may assign the -------------------------------- Optionee's rights herein to the Optionee's spouse, brother, brother-in-law, sister, sister-in-law, the Optionee's adult lineal descendants or ascendants, their adult spouses, or revocable trusts for the benefit of any of the foregoing persons or the Optionee's minor lineal descendants (collectively, the Optionee's "Family Assignees"). If the Optionee assigns the Optionee's rights herein to a Family Assignee (or if any Family Assignee subsequently assigns or reassigns the Optionee's rights herein to another Family Assignee) under this Section, such Family Assignee shall receive and hold the rights so transferred subject to the provisions of this Agreement. A Family Assignee may only assign the rights of Optionee herein received back to the Optionee or to another Family Assignee. B. Condition Precedent to Assignment. It shall be a condition --------------------------------- precedent to any assignment permitted by this Section that the Family Assignee, if he or she has not already done so, shall execute and deliver to the Company an agreement acknowledging that the assignment to him or her is and shall be subject to the terms and conditions of this Agreement and agreeing to be bound hereby. 10. Death of Optionee. If the Optionee dies, the Option may be exercised ----------------- during the ninety (90) day period beginning with the date of the Optionee's death, to the extent of the number of Shares with respect to which the Optionee could have exercised on the date of the Optionee's death, by the Optionee's estate, personal representative or beneficiary to whom this Option has passed pursuant to Section 3. At the expiration of such 90-day period or the scheduled expiration date, whichever is the earlier, the Option shall terminate and the only rights hereunder shall be those as to which the Option was properly exercised before such termination. 11. Notices. All notices, requests, consents and other communications ------- required or permitted under this Agreement shall be in writing (including electronic transmission) and shall 3 be (as elected by the person giving such notice) hand delivered by messenger or courier service, electronically transmitted, or mailed (airmail if international) by registered or certified mail (postage prepaid), return receipt requested, addressed to: If to the Optionee: If to the Company: ------------------ ----------------- Charlotte Darling Septima Enterprises, Inc. _____________________ Attention: R. Edwin Morgan _____________________ 600 Sandtree Drive Telephone:___________ Lake Park, FL 33403 Telefax:_____________ Telephone: (561) 624-7299 Telefax: (561) 624-7727 or to such other address as any party may designate by notice complying with the terms of this Section. Each such notice shall be deemed delivered (a) on the date delivered if by personal delivery; (b) on the date of transmission with confirmed answer back if by electronic transmission; and (c) on the date upon which the return receipt is signed or delivery is refused or the notice is designated by the postal authorities as not deliverable, as the case may be, if mailed. 12. No Obligation to Exercise Option. The grant and acceptance of the -------------------------------- Option hereunder imposes no obligation on the Optionee to exercise the Option. 13. Entire Agreement. This Agreement represents the entire understanding ---------------- and agreement between the parties with respect to the subject matter hereof, and supersedes all other negotiations, understandings and representations (if any) made by and between such parties. 14. Enforcement Costs. If any civil action, arbitration or other legal ----------------- proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provision of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys' fees, sales and use taxes, court costs and all expenses even if not taxable as court costs (including, without limitation, all such fees, taxes, costs and expenses incident to arbitration, appellate, bankruptcy and post-judgment proceedings), incurred in that civil action, arbitration or legal proceeding, in addition to any other relief to which such party or parties may be entitled. Attorneys' fees shall include, without limitation, paralegal fees, investigative fees, administrative costs, sales and use taxes and all other charges billed by the attorney to the prevailing party. 15. Governing Law. This Agreement and all transactions contemplated by ------------- this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida. 16. Amendments. The provisions of this Agreement may not be amended, ---------- supplemented, waived or changed orally, but only by a writing signed by the party as to whom 4 enforcement of any such amendment, supplement, waiver or modification is sought and making specific reference to this Agreement. 17. Binding Effect. All of the terms and provisions of this Agreement -------------- shall be binding upon, inure to the benefit of, and be enforceable by the parties and their respective administrators, executors, legal representatives, heirs, successors and permitted assigns, whether so expressed or not. 18. Counterparts. This Agreement may be executed in one or more ------------ counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Confirmation of execution by electronic transmission of a facsimile signature page shall be binding upon any party so confirming. 19. Jurisdiction and Venue. The parties acknowledge that a substantial ---------------------- portion of the negotiations, anticipated performance and execution of this Agreement occurred or shall occur in Palm Beach County, Florida. Any civil action or legal proceeding arising out of or relating to this Agreement shall be brought in the courts of record of the State of Florida in Palm Beach County or the United States District Court, Southern District of Florida, West Palm Beach Division. Each party consents to the jurisdiction of such court in any such civil action or legal proceeding and waives any objection to the laying of venue of any such civil action or legal proceeding in such court. Service of any court paper may be effected on such party by mail, as provided in this Agreement, or in such other manner as may be provided under applicable laws, rules of procedure or local rules. 20. No Construction Against Draftsmen. The parties acknowledge that this --------------------------------- is a negotiated agreement, and that in no event shall the terms hereof be construed against either party on the basis that such party, or its counsel, drafted this Agreement. 21. Severability. If any provision of this Agreement or any other ------------ agreement entered into pursuant hereto is contrary to, prohibited by or deemed invalid under applicable law or regulation, such provision shall be inapplicable and deemed omitted to the extent so contrary, prohibited or invalid, but the remainder hereof shall not be invalidated thereby and shall be given full force and effect so far as possible. If any provision of this Agreement may be construed in two or more ways, one of which would render the provision invalid or otherwise voidable or unenforceable and another of which would render the provision valid and enforceable, such provision shall have the meaning which renders it valid and enforceable. 22. Waivers. The failure or delay of any party at any time to require ------- performance by another party of any provision of this Agreement, even if known, shall not affect the right of such party to require performance of that provision or to exercise any right, power or remedy hereunder. Any waiver by any party of any breach of any provision of this Agreement should not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right, power or remedy under this Agreement. No 5 notice to or demand on any party in any circumstance shall, of itself, entitle such party to any other or further notice or demand in similar or other circumstances. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. SEPTIMA ENTERPRISES, INC. By: /s/ R. Edwin Morgan -------------------------------------- R. Edwin Morgan President and Chief Executive Officer /s/ Charlotte Darling -------------------------------------- Charlotte Darling 6 FIRST AMENDMENT TO SEPTIMA ENTERPRISES, INC. STOCK OPTION AGREEMENT This First Amendment is made as of this 12th day of September, 1997 to that ---- certain Septima Enterprises, Inc. Stock Option Agreement (the "Option Agreement"), dated October 1, 1996, by and between SEPTIMA ENTERPRISES, INC., a Colorado corporation (the "Company"), and CHARLOTTE DARLING (the "Optionee"). Any capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Option Agreement. WITNESSETH: ----------- WHEREAS, pursuant to Section 9.A of the Option Agreement, the Optionee is permitted to assign her rights in the Option Agreement to a Family Assignee, subject to the provisions of the Option Agreement, and upon such assignment, such Family Assignee would be permitted to assign his or her rights in the Option Agreement to either a Family Assignee or the Optionee; WHEREAS, the Optionee and the Company desire to amend such Option Agreement as set forth herein to render the Option Agreement (to the extent transferred) non-assignable and non-transferable upon an assignment or transfer of the Option Agreement to either a Family Assignee or to the estate (or beneficiary of such estate) of the Optionee, except in each case for subsequent transfers by will or pursuant to the laws of descent and distribution; and WHEREAS, the parties hereby desire to effectuate such amendment in order to permit the Company to register the sale of its common stock upon exercise of the option granted by the Option Agreement with the Securities and Exchange Commission on Form S-8; NOW, THEREFORE, in consideration of the mutual covenants herein contained, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties to the Option Agreement agree to amend the Option Agreement as follows: 1. Transferability Upon Assignment. Section 9 of the Option Agreement ------------------------------- shall be amended in its entirety to read as follows: "9. Assignments. Except as otherwise provided herein, the Optionee ------------ shall not transfer or assign this Agreement or his or her rights and/or obligations herein. A. Assignment to Family of Optionee. The Optionee may assign the -------------------------------- Optionee's rights herein to any of the Optionee's spouse, brother, brother- in-law, sister, sister-in-law, the Optionee's adult lineal descendants or ascendants, their adult spouses, or revocable trusts for the benefit of any of the foregoing persons or the Optionee's minor lineal descendants (collectively, the Optionee's "Family Assignees"). If the Optionee assigns the Optionee's rights herein to a Family Assignee under this Section, such Family Assignee shall receive and hold the rights so transferred subject to all of the provisions of this Agreement. Notwithstanding anything to the contrary herein, upon the assignment of such rights to a Family Assignee, such Family Assignee shall not subsequently assign or transfer this Agreement or his or her rights herein to any other person or entity, except for subsequent transfers by will or pursuant to the laws of descent and distribution. B. Condition Precedent to Assignment. It shall be a condition --------------------------------- precedent to any assignment permitted by this Section that the Family Assignee, if he or she has not already done so, shall execute and deliver to the Company an agreement acknowledging that the assignment to him or her is and shall be subject to the terms and conditions of this Agreement and agreeing to be bound hereby." 2. Transferability Upon Death of Optionee. Section 10 of the Option -------------------------------------- Agreement shall be amended by adding the following sentence to the end of such Section: "Notwithstanding anything herein to the contrary, in no event shall this Agreement and/or Optionee's rights and obligations hereunder be subsequently transferred by the Optionee's estate or by any beneficiary of such estate, except by will or pursuant to the laws of descent and distribution." 3. As amended hereby, the Option Agreement shall remain in full force and effect in accordance with its terms. IN WITNESS WHEREOF, the undersigned have duly executed this Amendment as of the day and year first above written. SEPTIMA ENTERPRISES, INC. By: /s/ R. Edwin Morgan --------------------------------------- R. Edwin Morgan President and Chief Executive Officer /s/ Charlotte Darling --------------------------------------- CHARLOTTE DARLING 2 EX-5.1 5 OPINION OF GUNSTER, YOAKLEY VALDES-FAULI & STEWART EXHIBIT 5.1 ----------- [LETTERHEAD OF GUNSTER, YOAKLEY, VALDES-FAULI & STEWART, P.A. HERE] Our File Number: 17213.00001 Writer's Direct Dial Number: (561) 655-1980 October 20, 1997 Septima Enterprises, Inc. 600 Sandtree Drive, Suite 212 Lake Park, Florida 33403 Ladies and Gentlemen: We have acted as legal counsel for Septima Enterprises, Inc. (the "Company"), a corporation organized under the laws of the State of Colorado, with respect to the Company's Form S-8 Registration Statement (the "Registration Statement") to be filed by the Company with the Securities and Exchange Commission on or about October 20, 1997, in connection with the registration under the Securities Act of 1933, as amended, by the Company of an aggregate of up to 867,000 shares of Common Stock, no par value per share (the "Common Stock"), issuable pursuant to options granted under (i) that certain Agreement, dated as of August 7, 1997 (the "Agreement"), by and between First American Financial Group and the Company, and (ii) certain Septima Enterprises, Inc. Stock Option Agreements, as amended, by and between each of Ronald D. Baker, Louis S. Camilli, Ronald J. Costello, Charlotte Darling, Roy H. Davidson, Darryl J. Dillenback, Malcolm Petree, Francisco Urrea, Jr., Thomas A. Urrea, and Lillian Werntz and the Company (each, an "Option Agreement"). As legal counsel for the Company, we have examined the corporate proceedings relating to the Registration Statement, the Agreement and the Option Agreements and such other legal matters as we deemed appropriate for the purposes of rendering this opinion. We have assumed the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such copies. We have assumed that all signatories were and are legally competent to execute and deliver the documents executed by each of them. Based upon and subject to the foregoing, and in reliance thereon, and subject to the qualifications hereinafter expressed, we are of the opinion that the shares of Common Stock to be issued upon exercise of options granted under the Agreement and/or each of the Option Agreements have been duly and validly authorized for issuance and, when issued in accordance with the terms of the Agreement and/or each such Option Agreement, will be validly issued, fully paid, and nonassessable. We are members of the Bar of the State of Florida and do not herein express any opinion as to matters governed by the laws of any jurisdiction other than the internal laws of the State of Florida and the Colorado Business Corporation Act (without reference to the choice-of-law or conflict-of-law provisions, principles or decisions under Florida law, or under any other state, federal or foreign law), and we have assumed compliance with all other laws, including, without limitation, federal, foreign and other states' laws. Our opinions are limited to the specific issues addressed and are limited in all respects to laws and facts existing on the date hereof. By rendering our opinion letter, we do not undertake to advise you of any changes in such laws or facts which may occur or come to our attention after the date hereof. We hereby consent to the inclusion of this opinion letter as part of the Registration Statement. The foregoing opinions are furnished to you at your request, are solely for your benefit and may not be relied upon by any other party without the prior written consent of a shareholder of this law firm. Very truly yours, /s/ GUNSTER, YOAKLEY, VALDES- FAULI & STEWART, P.A. GUNSTER, YOAKLEY, VALDES-FAULI & STEWART, P.A. EX-23.1 6 CONSENT OF MCGLADREY & PULLEN Exhibit 23.1 [LETTERHEAD OF MCGLADREY & PULLEN, LLP APPEARS HERE] CONSENT OF INDEPENDENT ACCOUTANTS We have issued our report dated August 15, 1997 (except for Note 6, as to which the date is September 23, 1997) accompanying the financial statements of Septima Enterprises, Inc. included in the annual report on Form 10-KSB, as filed with the Securities and Exchange Commission on September 26, 1997 (File No. 33-25126-D). We hereby consent to the incorporation by reference of said report in this Registration Statement of Septima Enterprises, Inc. on Form S-8 and the reference to our firm in such Registration Statement. /s/ McGladrey & Pullen, LLP West Palm Beach, Florida October 17, 1997 EX-23.2 7 CONSENT OF DELISI, HENNINGER AND ASSOCIATES Exhibit 23.2 [LETTERHEAD OF DELISI, HENNINGER AND ASSOCIATES APPEARS HERE] CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We have issued our report dated July 22, 1996 (except for Note L, as to which the date is March 7, 1997); accompanying the financial statements of Septima Enterprises, Inc. included in te annual report of Form 10-KSB, as filed with the Securities and Exchange Commission on September 26, 1997 (File No. 33-25126-D). We hereby consent to the incorporation by reference of said report in this Registration Statement of Septima Enterprises, Inc. on Form S-8 and the reference to our firm in such Registration Statement. /s/ Delisi, Henninger and Associates DELISI, HENNINGER AND ASSOCIATES Greensburg, Pennsylvania October 16, 1997 MEMBER PENNSYLVANIA AND AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS -----END PRIVACY-ENHANCED MESSAGE-----