-----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, SRsf88vtuDxtpzqBm02jg+jCuN7gF6iMvKZhven7L8Nn5s1hvhvu/ONs3TPDIcWM t3YiFGtGuZd3dtzWe/GL7Q== 0000868075-02-000010.txt : 20020515 0000868075-02-000010.hdr.sgml : 20020515 20020515163251 ACCESSION NUMBER: 0000868075-02-000010 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20020515 EFFECTIVENESS DATE: 20020515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLASSICA GROUP INC CENTRAL INDEX KEY: 0000868075 STANDARD INDUSTRIAL CLASSIFICATION: DAIRY PRODUCTS [2020] IRS NUMBER: 133413467 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-88332 FILM NUMBER: 02652973 BUSINESS ADDRESS: STREET 1: 1835 SWARTHMORE AVENUE CITY: LAKEWOOD STATE: NJ ZIP: 08701 BUSINESS PHONE: 7323633800 MAIL ADDRESS: STREET 1: 1835 SWARTHMORE AVE CITY: LAKEWOOD STATE: NJ ZIP: 08701 FORMER COMPANY: FORMER CONFORMED NAME: EMPIRE SPECIALTY FOODS INC /NY/ DATE OF NAME CHANGE: 19600201 S-8 1 tcgis8fn.txt FORM S8 As filed with the Securities and Exchange Commission on May 15, 2002 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 The Classica Group, Inc. (exact name of registrant as specified in its charter) New York 13-3413467 (State of incorporation) (IRS employer identification number) 1835 Swarthmore Avenue Lakewood, New Jersey 08701 (Address of Principal (Zip Code) Executive Offices) The Classica Group, Inc. 1998 Incentive and Non-qualified Stock Option Plan (Full Title of the Plan) Mr. Bernard F. Lillis, Jr. The Classica Group, Inc. 1835 Swarthmore Avenue Lakewood, New Jersey 08701 (732)363-3800 (Name, address and telephone number of agent for service) With copy to: W. Raymond Felton, Esq. Greenbaum, Rowe, Smith, Ravin, Davis & Himmel Metro Corporate Campus I P.O. Box 5600 Woodbridge, New Jersey 07095 (732)549-5600 CALCULATION OF REGISTRATION FEE | | Proposed | Proposed | | | maximum | maximum | Title of Proposed | Amount | offering | aggregate | Amount of securities to | to be | price per| offering | registration be registered | Registered(1)| share (2)| price(2) | fee ----------------------------------------------------------------------- | | | | Common Stock; | | | | $.001 par value | 400,000 | | | per share | shares | $1.97 | $788,000 | $72.50 ----------------------------------------------------------------------- 1) An undetermined number of additional shares may be issued as a result of stock dividends, stock splits or other recapitalizations. 2) These shares of Common Stock represent the shares of Common Stock with respect to which options may have been granted under the 1998 Incentive and Non-Qualified Stock Option Plan. Under the 1998 Incentive and Non-Qualified Stock Option Plan all shares are to be offered at prices not presently determinable. Pursuant to Rule 457(h), the option price for these shares is estimated solely for the purpose of determining the registration fee and is based upon the closing price of the Common Stock on May 9, 2002 which was $1.97 as reported by the NASDAQ. Page 2 of 13 PROSPECTUS The Classica Group, Inc. 1998 INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN --------------------------------------------- 400,000 SHARES OF COMMON STOCK ($.001 PAR VALUE PER SHARE) --------------------------------------------- Options for shares (the "Shares") of our common stock, $.001 par value per share (the "Common Stock") covered by this Prospectus have been, and may in the future be, granted by us to our employees (including officers and directors) under the 1998 Incentive and Non-qualified Stock Option Plan (the "Plan"). Each employee receiving an option is offered the opportunity to purchase the number of Shares specified in such option at a price and on the terms set forth therein. The net proceeds of the offering covered hereby are not now determinable as such proceeds will depend upon the number of shares offered, the number of shares purchased, prevailing market prices and expenses incurred. However, the maximum gross proceeds will be $788,000. Optionee to consult with legal counsel concerning the securities and tax law implications of the acquisition or disposition of shares under the Plan. Any officer, director or beneficial owner of more than 10% of our common stock who holds an option under the Plan should consider the applicability of Section 16 of the Securities Exchange Act of 1934, as amended, in connection with the exercise of any such option and the disposition of any of the our common stock acquired thereby. Our principal executive office is located at 1835 Swarthmore Avenue, Lakewood, New Jersey 08701 and the telephone number of such office is (732)363-3800. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this Prospectus is May 15, 2002. 3 TABLE OF CONTENTS PAGE AVAILABLE INFORMATION.......................................... 5 INTRODUCTION .................................................. 6 PURPOSE AND ADMINISTRATION OF THE PLAN ........................ 6 DESCRIPTION OF OPTIONS AND TAX STATUS.......................... 7 Award of options ...................................... 7 Eligibility............................................ 7 Termination and Amendment.............................. 7 Option Price........................................... 8 Nontransferability .................................... 8 Federal Income Tax Treatment of Incentive and Non-Qualified Stock Options ..................... 8 RESTRICTIONS ON RESALE OF COMMON STOCK ........................ 9 DESCRIPTION OF CAPITAL STOCK .................................. 10 General ............................................... 10 Common Stock .......................................... 10 Registrar and Transfer Agent .......................... 10 LEGAL MATTERS ................................................. 10 INDEMNIFICATION OF OFFICERS AND DIRECTORS ..................... 10 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE ............... 12 ADDITIONAL INFORMATION ........................................ 11 4 AVAILABLE INFORMATION We are subject to the informational requirements of the Securities Exchange Act of 1934 and in accordance therewith files reports and other information with the Securities and Exchange Commission (the "Commission"). Reports, proxy statements and other information filed by us can be inspected and copied at the public reference facilities maintained by the Commission at Room 1024, 450 Fifth Street, Washington, D.C. 20049 and at the following regional offices of the Commission: New York Regional Office, Room 1400, 75 Park Place, New York, New York 10007; and Chicago Regional Office, Room 3190, Northwest Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60611. Copies of such material can also be obtained from the Public Reference Section of the Commission in Washington, D.C. (at the address above) at prescribed rates. Our Common Stock is traded on the NASDAQ Small Cap Market System (symbol "TCGI"). This Prospectus omits certain information contained in the Registration Statement on file with the Commission with respect to the Shares offered hereby. The information omitted may be obtained from the Commission's office in Washington, D.C. (at the address above) upon payment of the fees prescribed by the rules and regulations of the Commission, or examined there without charge. We will provide without charge to each person to whom a copy of this Prospectus has been delivered, upon the written or oral request of any such person, a copy of any or all of the documents incorporated by reference in the Registration Statement of which this Prospectus forms a part (excluding exhibits to such documents unless specifically incorporated by reference). Requests for such copies should be directed to the Corporate Secretary, The Classica Group, Inc., 1835 Swarthmore Avenue, Lakewood, New Jersey 08701, (732) 363-3800. We furnish our shareholders with annual reports containing audited financial statements. 5 INTRODUCTION We have adopted the Plan pursuant to our shareholder approval on June 9, 1998. Under the Plan, shares may be offered to our employees in accordance with the Plan as described herein. These offers are, or will be, made at the prices and on the terms and conditions contained in the respective stock option agreements between us and the recipients of stock option grants. Our principal executive offices and telephone number are set forth on the Cover Page of this Prospectus. Following is a summary of the Plan, which is qualified in its entirety by reference to the Plans and certain other agreements which have been filed previously with the Securities and Exchange Commission and are incorporated by reference to the Registration Statement on Form S-8 relating to this Prospectus. PURPOSE AND ADMINISTRATION OF PLAN The Plan is intended to provide valuable incentives for our employees by providing an opportunity for investment in our Common Stock, as an inducement for such individuals to remain with us, thereby encouraging them to increase their efforts to make the our business more successful. Pursuant to the terms of the Plan, 400,000 additional Shares are reserved for issuance under the Plan. In the event there is any change in the number of our issued shares without new consideration to us (such as by stock dividends or stock splits) or in the event that the number of our outstanding shares is changed into or exchanged for a different number of shares of Common Stock or other securities of our or of another corporation, whether through reorganization, recapitalization, split-up, combination of shares, merger or consolidation, the number of Shares reserved for issuance under the Plan, the number of Shares subject to any outstanding option and the option price per Share of each outstanding stock option shall be appropriately adjusted. In the event there is any change in the number or kind of outstanding shares of Common Stock or of any shares or other securities into which such shares of Common Stock have been changed or exchanged, other than the transactions specified in this paragraph, equitable adjustment in the options may be made in the sole discretion of our Board of Directors. We will provide reports to participants as to the amount and status of their accounts upon request. The Plan is administered by our Board of Directors or by the Compensation Committee (the "Committee") of the Board of Directors which is composed of not less than two members of the Board, each of whom must be a "disinterested person" as used in Rule 16b-3 under the Securities Exchange Act of 1934. We currently have three disinterested directors and the Plans are administered by two of them. 6 DESCRIPTION OF OPTIONS AND TAX STATUS The Plan provides for the grant of incentive and non-qualified stock options. A description of these options and certain federal income tax aspects associated therewith is set forth below. Because tax results may vary due to individual circumstances, each participant in the Plan is urged to consult his or her personal tax advisor with respect to the federal and state tax consequences of the exercise of an option or the sale of stock received upon the exercise thereof. Award of Options Options may be granted under the Plan to all of our employees (including employees who are officers and/or directors). There is no specific limitation on the number of Shares with respect to which options may be granted to any individual under the Plan. Eligibility Under the Plan options to purchase shares shall be granted only to employees (the term "employee" shall include officers as well as other key employees, and shall include directors who are also employees) of and consultants, it being our intention that awards shall be made only to persons who satisfy the definition of "employee" contained in Rule 405 under the Act. Termination and Amendment The Board may amend,suspend, or terminate the Plan at any time provided that no such modification shall impair the rights of any recipient under any award. 7 Option Price The Plan provides that the option price with respect to each option will be determined by the Plan's administrators, but, in the case of incentive stock options, shall not be less than 100% (110%, in the case of incentive stock options granted to 10% Shareholders) of the fair market value of the Common Stock on the date the option is granted. Payment of the option price shall be made in cash or certified check. Nontransferability Each option granted under the Plan is not transferable by the holder except by will or the laws of descent and distribution of the State wherein the holder is domiciled at the time of his death. Federal Income Tax Treatment of Incentive and Non-Qualified Stock Options Currently, an employee will not be deemed to have realized income upon the grant of a non-qualified stock option unless the option has a readily ascertainable fair market value at the time it is granted. Generally, an employee will recognize ordinary income upon the exercise of a non-qualified stock option (or, if the stock subject to the option is restricted within the meaning of Code Section 83 and the employee does not otherwise elect to recognize income upon the exercise of the stock option, at such time as the Shares become transferable or are no longer subject to a substantial risk of forfeiture) in an amount equal to the excess (if any) of the fair market value of the Shares purchased, at the time of exercise, over the exercise price. We will be entitled to deduct an amount equal to the amount included as income by the employee for the our taxable year which includes the close of the employee's taxable year in which the income is included by the employee. An employee will also not be deemed to have received income upon the grant of an incentive stock option or, except as noted below, upon the exercise of such option. Unless shares acquired upon exercise are disposed of within two years of the date of grant or within one year of exercise, upon the sale of such shares, the optionee will generally recognize capital gain or loss measured by the difference between the amount realized on the sale and the price paid for the shares. If a sale is made prior to either of such dates, an optionee's gain on the sale of the shares will be treated as ordinary income to the extent of the lesser of the excess of the fair market value of the shares at the time of exercise over the option price and the excess of the amount realized on the sale of stock over the option price. We will be allowed a deduction at the time of sale in the amount of the ordinary income recognized by the optionee. The balance of any gain realized will be treated as long-term or short-term capital gain, depending upon the length of time the shares were held by the optionee. Generally, the excess of the fair market value of an incentive stock option at the time of exercise (or, if the stock subject to the option is restricted within the meaning of Code Section 83, at such time as the shares become transferable or are not longer subject to a substantial risk of forfeiture), over the option price constitutes an item of tax preference for purposes of the alternative minimum tax. Thus, under certain circumstances, the exercise of an incentive stock option will result in a tax at the time of exercise. There can be no assurance that the Code or the Regulations promulgated thereunder will not be amended to change these tax consequences. Reference should be made to the applicable provisions of the Code and to the Regulations promulgated thereunder for more detailed information as to the tax treatment of options granted pursuant to the Plan. Optionees should consult their tax advisors with specific reference to their own tax situations and with regard to potential changes in the applicable laws. 8 RESTRICTIONS ON RESALE OF COMMON STOCK While the Plans do not place restrictions on the resale of Shares acquired thereunder, Shares acquired under the Plan by an "affiliate" as that term is defined in Rule 405 under the Securities Act of 1933, as amended (the "Act"), may only be resold pursuant to the registration requirements of the Act, Rule 144, or another applicable exemption therefrom. Generally, sales of securities, including Shares, are subject to the antifraud provisions contained in federal and state securities laws. Acquisitions (including acquisitions under the Plans) and dispositions of Shares by an officer, director or certain of our affiliates within any six-month period may give rise to our right to recapture any profit from such transactions pursuant to Section 16(b) of the Securities Exchange Act of 1934. It is advisable for a participant to consult with legal counsel concerning the securities law implications of his exercise of options and his acquisition or disposition of Shares under the Plan. 9 DESCRIPTION OF CAPITAL STOCK General Our authorized common stock consists of 25,000,000 shares, par value $.001 per share. On May 9, 2002, 3,026,211 shares of Common Stock were outstanding. Common Stock Each share of Common Stock has one vote on all matters presented to the shareholders. Since the Common Stock does not have cumulative voting rights, the holders of more than 50% of the shares may, if they choose to do so, elect all the directors and, in that event, the holders of the remaining shares will not be able to elect any of the our directors. The holders of Common Stock are entitled to dividends when and as declared by the Board of Directors and are entitled on liquidation to all assets remaining after payment of or provision for claims against us. The Common Stock has no preemptive or other subscription rights. There are no conversion rights or sinking fund provisions with respect to the Common Stock. Registrar and Transfer Agent The registrar and transfer agent for our Common Stock is Signature Stock Transfer, Inc., 14675 Midway Road, Suite 221, Addison Texas 75001. LEGAL MATTERS The legality of the issuance of the shares of Common Stock offered by this prospectus has been passed upon by Greenbaum, Rowe, Smith, Ravin, Davis & Himmel, LLP Woodbridge, New Jersey. INDEMNIFICATION OF OFFICERS AND DIRECTORS Insofar as indemnification by the Registrant for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrants pursuant to the provisions referenced in this Registration Statement or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other that 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 hereunder, 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 expresses in the Securities Act and will be governed by the final adjudication of such issue. 10 ADDITIONAL INFORMATION This Prospectus constitutes a part of a Registration Statement filed by us with the Securities and Exchange Commission, Washington, D.C., under the Securities Act of 1933. This Prospectus omits certain of the information contained in the Registration Statement and reference is hereby made to the Registration Statement and to the exhibits relating thereto for further information with respect to us and the securities to which this Prospectus relates. Statements herein contained concerning the provisions of any document are not necessarily complete, and, in each instance, reference is made to the copy of such document filed as an exhibit to the Registration Statement. Each such statement is qualified in its entirety by such reference. Any statement contained in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Prospectus to the extent that a statement contained herein or in an other subsequently filed documents which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. An statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. We will furnish without charge to each person including any beneficial owner, to whom this prospectus is delivered, upon his written or oral request, a copy or all of the documents referred to above which have been incorporated into this prospectus by reference (other than exhibits to such documents). REquests for such copies should be directed to: The Classica Group 1835 Swarthmore Avenue Lakewood, New Jersey 08701 Attn: Scott Halperin 732-363-3800 11 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 3. Incorporation of Certain Documents by Reference The following documents filed by us with the Securities and Exchange Commission are incorporated herein by reference, except as otherwise superseded or modified herein: (a) Our Annual Report of Small Business Issuers on Form 10-KSB for the year ended December 31, 2001. (b) All other reports, if any, filed by us pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for periods since December 31,2001. All documents subsequently filed by us pursuant to Section 13(a), 13(c) and 15(d) of the Securities Exchange Act of 1934, 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 herein by reference and to be a part hereof from the date of filing of such documents. Item 4. Description of Securities Information regarding our securities is included on Page 8 of the Prospectus comprising part of this Registration Statement. Item 5. Interests of Named Experts and Counsel Not applicable. Item 6. Indemnification of Directors and Officers Information regarding indemnification of directors and officers is included on page 9 of the Prospectus comprising a part of this Registration Statement. Item 7. Exemption from Registration Claimed Not Applicable. 12 Item 8. Exhibits The following are filed as exhibits to this Registration Statement: Exhibits 5 Opinion of Greenbaum, Rowe, Smith, Ravin, Davis & Himmel, LLP as to the shares of Common Stock being registered. 10(ai) 1998 Incentive and Non-qualified Stock Option Plan. 24.1 Consent of Ehrenkrantz, Sterling & Co. LLC, Certified Public Accountants 24.3 Consent of Greenbaum, Rowe, Smith, Ravin, Davis & Himmel, LLP (contained in its opinion filed as Exhibit 5). 25 Power of Attorney Regarding Registration Statement. Item 9. Undertakings The registrant of the securities being registered hereby undertakes: (1) To file, during any period in which offers or sales are being made of the securities registered hereby, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by section 10(a)() of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered offering of such securities at that time shall 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; provided, however, that the undertakings set forth in paragraphs (1) and (2) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement. (4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (5) To deliver or cause to be delivered with the prospectus, to each employee to whom the prospectus is sent or given, a copy of the Registrant's Annual Report to stockholders for its last fiscal year, unless such employee otherwise has received a copy of such report, in which case the registrant shall state in the prospectus that it will promptly furnish, without charge, a copy of such report, on written request of the employees. If the last fiscal year of the registrant has ended within 120 days prior to the use of the prospectus, the Annual Report of the registrant for the preceding fiscal year may be so delivered, but within such 120-day period the Annual Report for the last fiscal year will be furnished to each employee. (6) To transmit or cause to be transmitted to all employees participating in the Plan who do not otherwise receive such material as stockholders of the registrant, at the time and in the manner such material is sent to its stockholders, copies of all reports, proxy statements and other communications distributed to its stockholders generally. 13 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Lakewood, State of New Jersey, on the 10th day of May, 2002. The Classica Group, Inc. By:/s/ Scott G. Halperin Scott G. Halperin Chairman of the Board Chief Executive Officer By:/s/ Bernard F. Lillis, Jr. Bernard F. Lillis, Jr. Chief Financial Officer Director By:/s/ Joseph Greene Joseph Greene Director By:/s/ Alan Rubin Alan Rubin Director 14 EX-5 3 s8ex5.txt LEGAL OPINION Exhibit 5 Greenbaum, Rowe, Smith, Ravin, Davis & Himmel, LLP Metro Corporate Campus One P.O. Box 5600 Woodbridge, NJ 07095-0988 May 14, 2002 The Clasica Group, Inc. 1835 Swarthmore Avenue Lakewood, New Jersey 08701 Re: The Classica Group, Inc. Gentlemen: We have acted as counsel to The Classica Group, Inc., a New York corporation (the Company"), in connection with the filing by the Company of a Registration Statement on Form S-8 (Registration No. 333- ), covering the registration of 400,000 shares of common stock, par value $.001 per share ("Common Stock"). We have been asked to issue an opinion as to whether the Common Stock being registered will, when sold, be legally issued, fully paid, non-assessable, and binding obligations of the Company. As counsel to the Company, we have examined the Certificate of Incorporation and By-Laws, as amended to date, and other corporate records of the Company and have made such other investigations as we have deemed necessary in connection with the opinion hereinafter set forth. We have relied, to the extent we deem such reliance proper, upon certain factual representations of officers and directors of the Company given in certificates, in answer to our written inquiries and otherwise, and, although we have not independently verified all of the facts contained therein, nothing has come to our attention that would cause us to believe that any of the statements contained therein are untrue or misleading. In making the aforesaid examinations, we have assumed the genuineness of all signatures and the conformity to original documents of all copies furnished to us. We have assumed that the corporate records of the Company furnished to us constitute all of the existing corporate records of the Company and include all corporate proceedings taken by it. Based solely upon and subject to the foregoing, we are of the opinion that the shares of Common Stock are duly authorized, issued and fully paid and non-assessable, and the issuance of such shares by the Company is not subject to any preemptive or similar rights. We are members of the bar of the State of New Jersey and do not express any opinion as to matters governed by laws other than those of the State of New Jersey, and the federal laws of the United States. We hereby consent to the filing of this opinion as an Exhibit to the aforesaid Registration Statement and to the reference to our firm under the caption "Legal Matters" in the Prospectus. Very truly yours, /s/ Greenbaum, Rowe, Smith, Ravin, Davis & Himmel, LLP Greenbaum, Rowe, Smith, Ravin, Davis & Himmel, LLP EX-10 4 s8ex10.txt 1998 EMPLOYEE STOCK OPTION PLAN EXHIBIT 10(ai) THE CLASSICA GROUP, INC. 1998 INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN 1. Purposes of Plan. The purposes of the The Classica Group, Inc. 1998 Incentive and Non-Qualified Stock Option Plan (hereinafter referred to as the "Plan") are to provide to employees of The Classica Group, Inc.(hereinafter referred to as the "Corporation"), as well as employees of subsidiary or parent corporations which may currently exist or be formed or acquired in the future, an opportunity for investment in the Corporation's common stock (hereinafter referred to as the "Shares"), as an inducement for such individuals to remain with the Corporation, and to encourage them to increase their efforts to make the Corporation's business more successful. 2. Effective Date and Termination of Plan. The effective date of the Plan is April 1, 1998, the date on which the Plan was adopted by the Board of Directors of the Corporation. The Plan shall terminate on, and no option shall be granted hereunder, after April 1, 2008; provided, however, that the Board of Directors may at any time prior to that date terminate the Plan; and provided further that any option granted hereunder prior to the termination of the Plan shall remain exercisable in accordance with its terms as then in effect. 3. Administration of Plan. The Plan shall be administered by the Board of Directors of the Corporation. The Board of Directors may, however, to the extent permissible under the Corporation" Articles of Organization, By-laws and applicable law, delegate any of its functions under this Plan to a committee of the Board of Directors or any other committee. Wherever in this Plan the term "Board of Directors""is used it shall be construed to mean such committee to the extent that the Board of Directors may have delegated any of its functions to said committee and only to the extent of any such delegation. The acts of a majority of the members present at any meeting of the Board of Directors at which a quorum is present, or acts approved in writing by a majority of the entire Board, shall be the acts of the Board of Directors for purposes of the Plan. 4. Eligibility and Grant of Options. Subject to the provisions of the Plan, the Board of Directors shall (i) authorize the granting of incentive stock options, non-qualified stock options or a combination of incentive stock options and non-qualified stock options (hereinafter collectively referred to as "options" unless otherwise stated); (ii) determine and designate from time to time those employees (from the group consisting of all of our employees) to whom options are to be granted and the number of Shares to be optioned to each employee; (iii) determine the number of Shares subject to each option; and (iv) determine the time or times when and the manner in which each option shall be exercisable and the duration of the exercise period. In determining the eligibility of an individual to receive an option, as well as in determining the number of Shares to be optioned to any individual, the Board of Directors shall consider the position and responsibilities of the employee, the nature and value to the Corporation, parent or subsidiary of his services and accomplishments, his present and potential contribution to the success of the Corporation, parent or subsidiary, and such other factors as the Board may deem relevant. To be eligible to receive an incentive stock option or non-qualified stock option an individual must be an employee of the Corporation, parent or subsidiary. A Director shall abstain from voting on the grant of any options to himself, his spouse, his children, grandchildren and parents. The grant of each option shall be confirmed by a Stock Option Agreement (in the form prescribed by the Board of Directors) which shall be executed by the Corporation and the optionee as promptly as practicable after such grant. More than one option may be granted to an individual. Incentive stock options shall be those options which satisfy the requirements of Section 422 of the Internal Revenue Code of 1986, as amended and which the Board of Directors has specifically identified as incentive stock options in the Stock Option Agreement executed by the Corporation and the optionee. In the case of incentive stock options, the aggregate fair market value, determined at the time incentive stock options are granted, of the stock with respect to which the incentive stock options are exercisable for the first time by such individual during any calendar year (under all such plans the Corporation may adopt) shall not exceed one hundred thousand dollars ($100,000.00). In the event that an incentive stock option granted pursuant to the terms of this Plan is granted to an employee who, prior to the grant, holds more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation, its parent or a subsidiary ("10% Shareholder") the option price under such grant shall be at least one hundred ten percent (110%) of the fair market value, and such option, by its terms, shall not be exercisable more than five (5) years from the date of grant. Nothing in the Plan or in any option granted pursuant to the Plan shall confer on any individual any right to continue in the employ of the Corporation or any parent or subsidiary or interfere in any way with the right of the Corporation to terminate his employment at any time. 5. Number of Shares Subject to Options. The Board of Directors, prior to the time options under the Plan become exercisable, shall reserve for the purposes of the Plan a total of Eight Hundred Thousand (800,000) Shares, which Shares may be either authorized and unissued Shares, or previously issued Shares held in the treasury of the Corporation, or both. Shares as to which an option granted under the Plan shall remain unexercised at the expiration or termination thereof, and Shares subject to options which are cancelled, may be the subject of the grant of further options. Shares reserved pursuant to this paragraph may be adjusted to reflect changes in the Corporation's capital structure as discussed in paragraph 19 hereof. 6. Option Price. The option price per Share shall be determined in each case by the Board of Directors and shall not be less than one hundred percent (100%) (one hundred ten percent (110%) in the case of an incentive stock option granted to a 10% Shareholder) of the fair market value thereof as determined by the Board by any reasonable method using market quotations on the date the option is granted. 7. Period of Option and When Exercisable. No option may be granted under this Plan whose exercise date is later than ten (10) years after the date of the grant or five (5) years after the date of grant in the case of an incentive stock option granted to a 10% Shareholder. Generally, an option may be exercised only by the optionee and subject to the rules set forth below only if, at all times during the period beginning on the date of the granting of such option and ending with the date of exercise of such option, the optionee is an employee of the Corporation, its parent or a subsidiary. (i) Except as otherwise provided herein, in the case of an employee who terminates employment, options which are vested but unexercised as of the date of termination of employment must be exercised within three (3) months of termination. In the case of an employee who is discharged for cause, as determined in the sole discretion of the Board of Directors, all previously vested but unexercised options shall be forfeited immediately. (ii) In the case of an employee who dies during the three (3) month period discussed in (i) above, options which are vested but unexercised as of the date of termination of employment must be exercised within twelve (12) months of death. (iii) Options which are vested but unexercised as of the date of termination of employment due to death, must be exercised within twelve (12) months after the death of an optionee. (iv) In the event that the employee becomes disabled as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, options which are vested but unexercised as of the date of termination of employment due to disability must be exercised within twelve (12) months following the date of termination of the optionee" said employment. (v) In the event an optionee's employment is terminated for any reason (including but not limited to, voluntary or involuntary termination or termination resulting from the death or disability of the optionee), all unvested options shall be immediately forfeited. Notwithstanding the foregoing, options may not be exercised after the original five (5) or ten (10) year term. Options may be exercised on behalf of the estate of a former employee by the person or persons entitled to do so under the optionee's will or, if the optionee shall have failed to make testamentary disposition of such option or shall have died intestate, by the optionee's legal representative or representatives. Such person, persons, representative, or representatives are hereinafter referred to as the "Successors of an Optionee." 8. Vesting. Options granted to a participant shall be exercisable pursuant to vesting schedules established for individual grants by the Board of Directors or a committee thereof. 9. Exercise of Options. Subject to Plan restrictions and vesting, an option may be exercised, and payment in full of the option price made, by an optionee only by written notice (in the form prescribed by the Board of Directors) to the Corporation specifying the number of Shares to be so purchased. Such notice shall state that the option price will be paid in full in cash (which in the discretion of the Board of Directors may be obtained through a loan from the Corporation or from a third party and guaranteed by the Corporation) or other property, in the discretion of the Corporation. If the Corporation accepts a request to pay in stock of the Corporation in satisfaction of the exercise price, the fair market value of said stock shall at least equal the option price, and, in the case of incentive stock options, prior to such acceptance the Corporation must be furnished with evidence that the acquisition of said stock and its transfer in payment of the option price satisfies the requirements of Section 422 of the Internal Revenue Code of 1986, as amended and other applicable law. As soon as practicable after receipt by the Corporation of such notice and of payment in full of the option price of all the Shares with respect to which an option has been exercised, a certificate or certificates representing such Shares shall be registered (subject to the provisions of paragraph 16 hereof) in the name of the optionee or the Successors of an Optionee as defined under this Plan and delivered to the optionee or to the Successors of an Optionee. 10. Sale of the Corporation. In the case of a Sale of the Corporation as herein defined, in the discretion of the Board of Directors options granted but unexercised shall become fully vested (100%) and exercisable for a period of twenty (20) days from the date notice of such Sale is given to the optionees. Upon the expiration of the twenty (20) day period, all then unexercised options shall be permanently cancelled. For purposes of this paragraph, a Sale or Public Offering shall be deemed to occur upon the happening of any one of the following: (i) A sale of all or substantially all of the Corporation's assets outside the ordinary course of business; (ii) An offer to purchase at least a majority of the Corporation's issued and outstanding common stock or an offer to the Corporation's shareholders to tender for sale at least a majority of the Corporation's issued and outstanding common stock, which offer is accepted or tender made with respect to at least a majority of the Corporation's issued and outstanding shares of common stock; (iii) The merger or consolidation of the Corporation with another corporation or entity; or (iv) A dissolution or liquidation of the Corporation. 11. Employer Withholding. In the case of non-qualified stock options, the Corporation shall be required to withhold additional income taxes attributable to that amount which is considered compensation includible in the optionee's gross income by reason of the exercise of such options. The Corporation in its discretion shall determine the method and amount of withholding. 12. Exercise by Successors and Payment in Full. An option may be exercised, and payment in full of the option price made, by the Successors of an Optionee only by written notice (in the form prescribed by the Board of Directors) to the Corporation specifying the number of Shares to be purchased. Such notice shall state that the option price will be paid in full in cash (which in the discretion of the Board of Directors may be obtained through a loan from the Corporation or from a third party and guaranteed by the Corporation), property or stock of the Corporation in conformance with paragraph 9 hereof. As soon as practicable after receipt by the Corporation of such notice and of payment in full of the option price of all the Shares with respect to which an option has been exercised, a certificate or certificates representing such Shares shall be registered (subject to the provisions of paragraph 16 hereof) in the name or names of such Successors of an Optionee and shall be delivered to him. 13. Non-Transferability of Option. Each option granted under the Plan shall by its terms be nontransferable by the optionee except by will or the laws of descent and distribution of the state wherein the optionee is domiciled at the time of his death. 14. Other Terms of Options. Options granted pursuant to the Plan shall contain such terms, provisions, and conditions not inconsistent herewith as shall be determined by the Board of Directors. 15. Registration of Certificates. Certificates representing Shares may be registered either in the name of the Optionee or in the name or names of the Successors of an Optionee. Designation of the appropriate form of registration of certificates shall be made in the written notice given to the Corporation upon exercise of an option. 16. Listing and Registration of Shares. If at any time the Board of Directors of the Corporation shall determine, in its discretion, that the listing, registration, or qualification of any of the Shares subject to options under the Plan upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of or in connection with the granting of options or the purchase or issue of Shares thereunder, no further options may be granted and outstanding options may not be exercised in whole or in part unless and until such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not acceptable to the Board of Directors. The Board of Directors shall have the authority to cause the Corporation at its expense to take any action related to the Plan which may be required in connection with such listing, registration, qualification, consent, or approval. The Board of Directors may require that any person exercising an option hereunder shall make such representations and agreements and furnish such information as it deems appropriate to assure compliance with the foregoing or any other applicable legal requirement. 17. Interpretation and Amendments. The Board of Directors may make such rules and regulations and establish such procedures for the administration of the Plan as it deems appropriate. In the event of any dispute or disagreements as to the interpretation of this Plan or of any rule, regulation, or procedure, or as to any question, right or obligation arising from or related to the Plan, the decision of the Board of Directors shall be final and binding upon all persons. The Board of Directors may amend this Plan as it shall deem advisable. However, in no event shall any such amendment adversely affect the rights of an optionee under any existing stock option agreement without the consent of such optionee. 18. Indemnification and Exculpation. (a) Each person who is or shall have been a member of the Board of Directors shall be indemnified and held harmless by the Corporation against and from any and all loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him in connection with or resulting from any claim, action, suit, or proceeding to which he may be or become a party or in which he may be or become involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by him in settlement thereof (with the Corporation's written approval) or paid by him in satisfaction of a judgment in any such action, suit, or proceeding, except a judgment in favor of the Corporation based upon a finding of his lack of good faith; subject, however, to the condition that upon the institution of any claim, action, suit, or proceeding against him, he shall in writing give the Corporation an opportunity, at its own expense, to handle and defend the same before he undertakes to handle and defend it on his own behalf. The foregoing right of indemnification shall not be exclusive of any other right to which such person may be entitled as a matter of law or otherwise, or any power that the Corporation may have to indemnify him or hold him harmless. (b) Each member of the Board of Directors, and each officer and employee of the Corporation shall be fully justified in relying or acting in good faith upon any information furnished in connection with the administration of the Plan by any appropriate person or persons other than himself. In no event shall any person who is or shall have been a member of the Board of Directors, or an officer or employee of the Corporation be held liable for any determination made or other action taken or any omission to act in reliance upon any such information, or for any action (including the furnishing of information) taken or any failure to act, if in good faith. 19. Changes in Capital Structure. In the event that a dividend shall be declared upon the Shares payable in Shares, the number of Shares then subject to any option outstanding under the Plan and the number of Shares reserved for the grant of options pursuant to the Plan but not yet subject to option shall be adjusted by adding to each such Share the number of Shares which would be distributable in respect thereof if such Shares had been outstanding on the date fixed for determining the shareholders of the Corporation entitled to receive such Share dividend. In the event that the outstanding Shares shall be changed into or exchanged for a different number of Shares or other securities of the Corporation or of another corporation, whether through reorganization, recapitalization, split-up, combination of shares, merger, or consolidation, then there shall be substituted for each Share subject to any such option and for each Share reserved for the grant of options pursuant to the Plan but not yet subject to option the number and kind of Shares or other securities into which each outstanding Share shall have been so changed or for which each such Share shall have been exchanged. In the event there shall be any change, other than as specified above in this paragraph, in the number or kind of outstanding Shares or of any shares or other securities into which such Shares shall have been changed or for which they shall have been exchanged, then if the Board of Directors shall in its sole discretion determine that such change equitably requires an adjustment in the number or kind of Shares theretofore reserved for the grant of options pursuant to the Plan but not yet subject to option and of the Shares then subject to an option or options, such adjustments shall be made by the Board of Directors and shall be effective and binding for all purposes of the Plan and of each option outstanding thereunder. In the case of any such substitution or adjustment as provided for in this paragraph, the aggregate option exercise price set forth for all outstanding options for all Shares covered thereby prior to such substitution or adjustment will be the option exercise price for all shares or other securities which shall have been adjusted pursuant to this paragraph. No adjustment or substitution provided for in this paragraph shall require the Corporation to sell a fractional Share, and the total substitution or adjustment with respect to each outstanding option shall be limited accordingly. Upon any adjustment made pursuant to this paragraph, the Corporation will, upon request, deliver to the optionee or to his successors a certificate setting forth the option price thereafter in effect and the number and kind of shares or other securities thereafter purchasable on the exercise of the option. 20. Notices. All notices under the Plan shall be in writing, and if to the Corporation, shall be delivered to the Treasurer of the Corporation or mailed to its principal office, addressed to the attention of the Treasurer; and if to the optionee, shall be delivered personally or mailed to the optionee at the address appearing in the payroll records of the Corporation. Such addresses may be changed at any time by written notice to the other party. EX-23 5 tcs8ex23.txt ACCOUNTANTS CONSENT EXHIBIT 23 Independent Auditors Consent We consent to the incorporation by reference in this Registration Statement of The Classica Group, Inc. on Form S-8 of our report dated March 27, 2002, appearing in the Annual Report on Form 10-KSB of The Classica Group Inc.for the year ended December 31, 2001. Ehrenkraqntz, Sterling & Co. Livingston, New Jersey May 15, 2002 EX-24 6 tcs8ex24.txt POWER OF ATTORNEY Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Scott G. Halperin and Bernard F. Lillis, Jr., or any of them, his attorney-in-fact, each with the power of substitution, for him in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that 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. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signatures By:/s/ Scott G. Halperin Scott Halperin Chairman of the Board Chief Executive Officer By:/s/ Bernard F. Lillis, Jr. Bernard F. Lillis, Jr. Chief Financial Officer Director By:/s/ Joseph Greene Joseph Greene Director By:/s/ Alan Rubin Alan Rubin Director -----END PRIVACY-ENHANCED MESSAGE-----