-----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, QFgwuDgjQbdXD19rEl8/QOk8T2tIrg+0UNQrgwrKwU3X9kADFceuL4ovlLq5E0hm uCQo5q+OZC8uyPNPQNBcXQ== 0000912057-96-025637.txt : 19961113 0000912057-96-025637.hdr.sgml : 19961113 ACCESSION NUMBER: 0000912057-96-025637 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19961112 EFFECTIVENESS DATE: 19961112 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AVIC GROUP INTERNATIONAL INC/ CENTRAL INDEX KEY: 0000912890 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 840873124 STATE OF INCORPORATION: CO FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-15925 FILM NUMBER: 96659052 BUSINESS ADDRESS: STREET 1: 599 LEXINGTON AVE STREET 2: 44TH FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2123199160 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE STREET 2: 44TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: YAAK RIVER MINES LTD DATE OF NAME CHANGE: 19931001 S-8 1 S-8 Registration No. 333-_________ As filed with the Securities and Exchange Commission on November 12, 1996 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington D. C. 20549 ----------------------- FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ----------------------- AVIC GROUP INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 52-1989122 - ------------ ------------ (State or other (I.R.S. Employer jurisdiction of Identification Number) incorporation or organization) 599 Lexington Avenue 44th Floor New York, New York 10022 (212) 319-9160 (Address, including zip code, and telephone number, including area code, or registrant's principal executive offices) ----------------------------------------------------------------- STOCK OPTIONS ISSUED PURSUANT TO CONSULTING AGREEMENTS --------------------- (Full title of plan) Joseph R. Wright, Jr. Chief Executive Officer AVIC Group International, Inc. 599 Lexington Avenue 44th Floor New York, New York 10022 (212) 319-9160 (Name and address, including zip code, and telephone number, including area code, of agent for service) -------------------------------------------------- Copies to: Matthias & Berg LLP 515 South Flower Street Seventh Floor Los Angeles, California 90071 Attn: Jeffrey P. Berg, Esq. Phone (213) 895-4200 Fax (213) 895-4058 (REGISTRATION STATEMENT COVER PAGE CONTINUED) CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------ Title of Each Class of Amount to be Proposed Maximum Proposed Amount of Securities to be Registered Registered(1) Offering Price per Maximum Registration Share(1) Aggregate Fee(2) Offering Price(1) - ------------------------------------------------------------------------------------------------------ Common Stock, par value $0.001 per share 65,064 $1.50 $97,596 $100 - ------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------
- ---------------------------- (1) Estimated solely for the purpose of calculating the registration fee. These amounts reflect the exercise price of the shares of Common Stock underlying options to purchase up to 65,064 shares of Common Stock which are being registered in connection with this registration statement. (2) Pursuant to General Instruction E. the registration fee paid in connection herewith is based on the maximum aggregate price at which securities covered by this registration statement are proposed to be offered. PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS ITEM 1: PLAN INFORMATION. The information required by Part I is included in documents to be sent or given to the participants. ITEM 2: REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. Upon written or oral request, AVIC Group International, Inc., a Delaware corporation (the "Registrant") will provide, without charge, a copy of all documents incorporated by reference in Item 3 of Part II of this Registration Statement, which are incorporated by reference in the Section 10(a) Prospectus, and all other documents required to be delivered to employees pursuant to Rule 428(b) promulgated under the Securities Act of 1933, as amended (the "Securities Act"). All requests should be made to AVIC Group International, Inc., Joseph R. Wright, Jr., Chief Executive Officer, 599 Lexington Avenue, 44th Floor, New York, New York 10022, tel. no. (212) 319-9160. PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3: INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents, including the exhibits thereto, which are on file with the Securities and Exchange Commission (the "Commission"), are incorporated in this Registration Statement by reference: (a) Annual Report on Form 10-KSB for the fiscal year ended March 31, 1996. (b) Quarterly Report on Form 10-QSB for the quarter ended June 30, 1996. (c) The description of the Common Stock which is contained in the registration statements filed under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), including any amendment or report filed for the purpose of updating such description. All documents filed by the Registrant pursuant to Section 13(a), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all shares offered hereby have been sold or which deregisters all shares then remaining unsold, shall be deemed to be incorporated in this Registration Statement by reference and to be a part hereof from the date of filing of such documents. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Of the 65,064 shares of Common Stock being registered in connection with this Registration Statement up to 40,102 shares are being registered on behalf of Matthias & Berg LLP, counsel to the Registrant, which has issued the opinion filed herewith as Exhibit 5.1 to this Registration Statement. 2 ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Registrant's Certificate of Incorporation generally provide for the maximum indemnification of a corporation's officers and directors as permitted by law in the State of Delaware. Delaware law empowers a corporation to indemnify any person who was or is a party or who is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except in the case of an action by or in the right of the corporation, by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or other enterprise. Depending on the character of the proceeding, a corporation may indemnify against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding if the person indemnified acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceedings, had no reasonable cause to believe his or her conduct was unlawful. A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or other enterprise, against expenses, including amounts paid in settlement and attorney's fees actually and reasonably incurred by him or her in connection with the defense or settlement of the action or suit if he or she acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to above, or in defense of any claim, issue or matter therein, he or she must be indemnified by the corporation against expenses, including attorney's fees, actually and reasonably incurred by him in connection with the defense. Any indemnification under this section, unless ordered by a court or advanced pursuant to this section, must be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made: (a) by the stockholders; (b) by the board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding; (c) if a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion; or (d) if a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion. The certificate of incorporation, the bylaws or an agreement made by the corporation may provide that the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the corporation. The provisions of this section do not affect any rights to advancement of expenses to which corporate personnel other than directors or officers may be entitled under any contract or otherwise by law. 3 The indemnification and advancement of expenses authorized in or ordered by a court pursuant to this section: (a) does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in his or her official capacity or an action in another capacity while holding his or her office, except that indemnification, unless ordered by a court pursuant to this section or for the advancement of any director or officer if a final adjudication establishes that his or her acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action; and (b) continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person. ITEM 8: EXHIBITS 4.1 Stock Option Agreement between the Registrant and Matthias & Berg LLP dated September 4, 1996 4.2 Stock Option Agreement between the Registrant and Troy & Gould Professional Corporation dated September 11, 1996 5.1 Opinion of Matthias & Berg LLP 24. Consent of Matthias & Berg LLP (included in Exhibits 5.1) 24.2 Consent of Singer Lewak Greenbaum & Goldstein LLP - ------------------------- ITEM 9: UNDERTAKINGS The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a) (3) of the Securities Act; (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; PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) above do not apply if the Registration Statement is on From S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is incorporated by reference from periodic reports filed by the Registrant under the Exchange Act. (2) That, for determining liability under the Securities Act, to treat each such post-effective amendment as a new registration statement of the securities offered, and the offering of such securities at that time to be the initial BONA FIDE offering. (3) To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the end of the offering. 4 The undersigned registrant hereby under takes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of any employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officers or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 5 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 city of New York, New York, on this 12th day of November, 1996 AVIC GROUP INTERNATIONAL, INC. By: /s/ Joseph R. Wright Jr. ------------------------------------------ Joseph R. Wright, Jr. Chief Executive Officer 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.
Signature Capacity in Which Signed Date - --------- ------------------------ ---- /s/ Joseph R. Wright, Jr. Chairman of the Board of November 12, 1996 - ---------------------------------- Directors, Chief Executive Officer, Joseph R. Wright, Jr. President and Director (Principal Executive Officer) /s/ Michael J. Lim Chief Financial Officer November 12, 1996 - ---------------------------------- (Principal Financial Officer Michael J. Lim and Principal Accounting Officer) /s/ Tim McNamar Vice Chairman of the Board of November 12, 1996 - ---------------------------------- Directors and Director Tim McNamar /s/ Xiao Jun Director November 12, 1996 - ---------------------------------- Xiao Jun /s/ Ju Feng Director November 12, 1996 - ---------------------------------- Ju Feng /s/ William H. Davidson Director November 12, 1996 - ---------------------------------- William H. Davidson - ---------------------------------- Director ____________, 1996 Teoh Set Seng
6 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joseph R. Wright, Jr. and Michael J. Lim, or either of them, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this Registration Statement, and to file the same 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 end every act and thing requisite and necessary to be done in connection therewith, 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 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.
Signature Capacity in Which Signed Date - --------- ------------------------ ---- /s/ Joseph R. Wright, Jr. Chairman of the Board of November 12, 1996 - ---------------------------------- Directors, Chief Executive Officer, Joseph R. Wright, Jr. President and Director (Principal Executive Officer) /s/ Michael J. Lim Chief Financial Officer November 12, 1996 - ---------------------------------- (Principal Financial Officer Michael J. Lim and Principal Accounting Officer) /s/ Tim McNamar Vice Chairman of the Board of November 12, 1996 - ---------------------------------- Directors and Director Tim McNamar /s/ Xiao Jun Director November 12, 1996 - ---------------------------------- Xiao Jun /s/ Ju Feng Director November 12, 1996 - ---------------------------------- Ju Feng /s/ William H. Davidson Director November 12, 1996 - ---------------------------------- William H. Davidson - ---------------------------------- Director ____________, 1996 Teoh Set Seng
7 EXHIBIT INDEX ------------- Sequentially Document Description of Document Numbered Page - -------- ----------------------- ------------- 4.1 Stock Option Agreement between the Registrant and Matthias & Berg LLP dated September 4, 1996 4.2 Stock Option Agreement between the Registrant and Troy & Gould Professional Corporation dated September 11, 1996 5.1 Opinion of Matthias & Berg LLP 24.1 Consent of Matthias & Berg LLP (included in Exhibits 5.1) 24.2 Consent of Singer Lewak Greenbaum & Goldstein LLP EX-4.1 2 EXH. 4.1 (STOCK OPTION AGMNT BET REGIS & MATTHIAS) AVIC GROUP INTERNATIONAL, INC. NONQUALIFIED STOCK OPTION AGREEMENT THIS AGREEMENT is made as of September 4, 1996 by and between AVIC Group International, Inc., a Delaware corporation (the "Company"), and Matthias & Berg LLP ("Optionee"). R E C I T A L The Board of Directors of the Company (the "Board of Directors") has authorized the granting to Optionee, for services rendered by Optionee as a consultant to the Company, of a non-qualified stock option to purchase the number of shares of Common Stock of the Company specified in Paragraph 1 hereof, at the price specified therein, such option to be for the term and upon the terms and conditions hereinafter stated. A G R E E M E N T NOW, THEREFORE, in consideration of the premises and of the undertakings of the parties hereto contained herein, it is hereby agreed: 1. NUMBER OF SHARES; OPTION PRICE. Pursuant to said action of the Board of Directors, the Company hereby grants to Optionee the option ("Option") to purchase 40,102 shares ("Option Shares") of Common Stock of the Company at the price of $1.50 per share. The exercise price of the Option is intended to be paid by the cancellation from the amount of $60,153.05 owing on a portion of Optionee's bill for legal consulting services performed for the benefit of the Company through the billing period ended July 31, 1996, as and when options are exercised. In the event that the sale price for Option Shares results in proceeds of at least $60,153.05, Optionee shall return the balance of any Option Shares or unexercised Options to the Company for cancellation. However, in the event that proceeds from the sale of the underlying 40,102 Option Shares does not satisfy such amount, the Company has agreed to issue an additional number of Options to Optionee to purchase shares of Common Stock which will result in sufficient proceeds from sales to satisfy the amount owing. 2. TERMS. This Option shall expire on the day before the second anniversary of the date hereof unless such Option shall have been terminated prior to that date in accordance with the provisions of this Agreement. 3. SHARES SUBJECT TO EXERCISE. All 40,102 Option Shares shall be immediately exercisable and shall thereafter remain subject to exercise for the term specified in Paragraph 2 hereof, subject, however, to the provisions of Paragraph 6 hereof. 4. METHOD AND TIME OF EXERCISE. The Option may be exercised by written notice delivered to the Company stating the number of shares with respect to which the Option is being exercised, together with a check made payable to the Company or upon written to the Company of cancellation of indebtedness owing by the Company to Optionee for services rendered by Optionee as a consultant to the Company, and/or upon the Optionee's request, shares of Common Stock of the Company in the amount of the purchase price of such shares plus the amount of applicable federal, state and local withholding taxes and the written statement provided for in Paragraph 9 hereof, if required by such Paragraph 9. Not less than 100 shares may be purchased at any one time unless the number purchased is the total number purchasable under such Option at the time. Only whole shares may be purchased. 5. TAX WITHHOLDING. As a condition to exercise of this Option, the Company may require the Optionee to pay over to the Company all applicable federal, state and local taxes which the Company is required to withhold with respect to the exercise of this Option. At the discretion of the Company and upon the request of the Optionee, the minimum statutory withholding tax requirements may be satisfied by the withholding of shares of Common Stock otherwise issuable to the Optionee upon the exercise of this Option. 6. EXERCISE ON TERMINATION OF EMPLOYMENT. This Option shall not terminate upon the termination of Optionee's services as a consultant to the Company. 7. NONTRANSFERABILITY. This Option may not be assigned or transferred except, if applicable, by will or by the laws of descent and distribution, and may be exercised only by Optionee during Optionee's lifetime and after Optionee's death, by Optionee's representative or by the person entitled thereto under Optionee's will or the laws of intestate succession. 8. OPTIONEE NOT A SHAREHOLDER. Optionee shall have no rights as a shareholder with respect to the Common Stock of the Company covered by the Option until the date of issuance of a stock certificate or stock certificates to him upon exercise of the Option. No adjustment will be made for dividends or other rights for which the record date is prior to the date such stock certificate or certificates are issued. 2 9. NO RIGHT TO PERFORM SERVICES. Nothing in this Option shall confer upon the Optionee any right to perform services for the Company, or shall interfere with or restrict in any way the rights of the Company to discharge or terminate Optionee as an independent contractor or consultant at any time for any reason whatsoever, with or without good cause. 10. RESTRICTIONS ON SALE OF SHARES. Optionee represents and agrees that, upon Optionee's exercise of the Option in whole or part, unless there is in effect at that time under the Securities Act of 1933 a registration statement relating to the shares issued to him, he will acquire the shares issuable upon exercise of this Option for the purpose of investment and not with a view to their resale or further distribution, and that upon each exercise thereof Optionee will furnish to the Company a written statement to such effect, satisfactory to the Company in form and substance. Optionee agrees that any certificates issued upon exercise of this Option may bear a legend indicating that their transferability is restricted in accordance with applicable state or federal securities law. Any person or persons entitled to exercise this Option under the provisions of Paragraphs 5 and 6 hereof shall, upon each exercise of the Option under circumstances in which Optionee would be required to furnish such a written statement, also furnish to the Company a written statement to the same effect, satisfactory to the Company in form and substance. 11. NOTICES. All notices to the Company shall be addressed to the Company at the principal office of the Company at 599 Lexington Avenue, 44th Floor, New York, New York 10022, Telecopier No. (212) 319-9288, and all notices to Optionee shall be addressed to Optionee at the address and telecopier number of Optionee on file with the Company, or to such other address and telecopier number as either may designate to the other in writing. A notice shall be deemed to be duly given if and when enclosed in a properly addressed sealed envelope deposited, postage prepaid, with the United States Postal Service and followed by telecopier to the addressee. In lieu of giving notice by mail as aforesaid, written notices under this Agreement may be given by personal delivery to Optionee or to the Company (as the case may be). 12. SALE OR OTHER DISPOSITION. If Optionee at any time contemplates the disposition (whether by sale, gift, exchange or other form of transfer) of any Shares acquired by exercise of this Option, Optionee will first notify the Company in writing of such proposed disposition and cooperate with the Company in complying with all applicable requirements of law, which, in the judgment of the Company, must be satisfied prior to such disposition. 3 13. ADJUSTMENTS. If there is any change in the capitalization of the Company affecting in any manner the number or kind of outstanding shares of Common Stock of the Company, whether by stock dividend, stock split, reclassification or recapitalization of such stock, or because the Company has merged or consolidated with one or more other corporations (and provided the Option does not thereby terminate pursuant to Section 2 hereof), then the number and kind of shares then subject to the Option and the price to be paid therefor shall be appropriately adjusted by the Board of Directors; PROVIDED, HOWEVER, that in no event shall any such adjustment result in the Company's being required to sell or issue any fractional shares. Any such adjustment shall be made without change in the aggregate purchase price applicable to the unexercised portion of the Option, but with an appropriate adjustment to the price of each Share or other unit of security covered by this Option. 14. CESSATION OF CORPORATE EXISTENCE. Notwithstanding any other provision of this Option, upon the dissolution or liquidation of the Company, the reorganization, merger or consolidation of the Company with one or more corporations as a result of which the Company is not the surviving corporation, or the sale of substantially all the assets of the Company or of more than 50% of the then outstanding stock of the Company to another corporation or other entity, the Option granted hereunder shall terminate; provided, however, that: (i) each Option for which no option has been tendered by the surviving corporation in accordance with all of the terms of provision (ii) immediately below shall, within five days before the effective date of such dissolution or liquidation, merger or consolidation or sale of assets in which the Company is not the surviving corporation or sale of stock, become fully exercisable; or (ii) in its sole and absolute discretion, the surviving corporation may, but shall not be so obligated to, tender to any Optionee, an option to purchase shares of the surviving corporation, and such new option or options shall contain such terms and provisions as shall be required substantially to preserve the rights and benefits of this Option. 15. INVALID PROVISIONS. In the event that any provision of this Agreement is found to be invalid or otherwise unenforceable under any applicable law, such invalidity or unenforceability shall not be construed as rendering any other provisions contained herein invalid or unenforceable, and all such other provisions shall be given full force and effect to the same extent as though the invalid or unenforceable provision were not contained herein. 16. APPLICABLE LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. 4 17. COUNTERPARTS. This Agreement may be executed in counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written. AVIC GROUP INTERNATIONAL, INC. ("Company") By: /s/ Joseph R. Wright, Jr. ------------------------------------------ Joseph R. Wright, Jr. Chief Executive Officer Social Security Number ("Optionee") or Employer Identification MATTHIAS & BERG LLP Number: 95-4176116 By: /s/ Jeffrey P. Berg ------------------------------------------ Jeffrey P. Berg, Partner Address: 515 South Flower Street Seventh Floor Los Angeles, California 90071 Telecopier No. (213) 895-4058 5 EX-4.2 3 EXH. 4.2 (STOCK OPTION AGREEMENT BE. REGIS & TROY) EXHIBIT 4.2 AVIC GROUP INTERNATIONAL, INC. NONQUALIFIED STOCK OPTION AGREEMENT THIS AGREEMENT is made as of September 12, 1996 by and between AVIC Group International, Inc., a Delaware corporation (the "Company"), and Troy & Gould Professional Corporation ("Optionee"). R E C I T A L The Board of Directors of the Company (the "Board of Directors") has authorized the granting to Optionee, for services rendered by Optionee as a consultant to the Company, of a non-qualified stock option to purchase the number of shares of Common Stock of the Company specified in Paragraph 1 hereof, at the price specified therein, such option to be for the term and upon the terms and conditions hereinafter stated. A G R E E M E N T NOW, THEREFORE, in consideration of the premises and of the undertakings of the parties hereto contained herein, it is hereby agreed: 1. NUMBER OF SHARES; OPTION PRICE. Pursuant to said action of the Board of Directors, the Company hereby grants to Optionee the option ("Option") to purchase 24,962 shares ("Option Shares") of Common Stock of the Company at the price of $1.50 per share. The exercise price of the Option is intended to be paid by the cancellation from the amount of $37,443 owing on a portion of Optionee's bill for legal consulting services performed for the benefit of the Company through the billing period ended July 31, 1996, as and when options are exercised. 2. TERM. This Option shall expire on the day before the third anniversary of the date hereof unless such Option shall have been terminated prior to that date in accordance with the provisions of this Agreement. 3. SHARES SUBJECT TO EXERCISE. All 24,962 Option Shares shall be immediately exercisable and shall thereafter remain subject to exercise for the term specified in Paragraph 2 hereof, subject, however, to the provisions of Paragraph 6 hereof. 4. METHOD AND TIME OF EXERCISE. The Option may be exercised by written notice delivered to the Company stating the number of shares with respect to which the Option is being exercised, upon written notice to the Company of cancellation of indebtedness owing by the Company to Optionee for services rendered by Optionee as a consultant to the Company. Not less than 100 shares may be purchased at any one time unless the number purchased is the total number purchasable under such Option at the time. Only whole shares may be purchased. 5. TAX WITHHOLDING. As a condition to exercise of this Option, the Company may require the Optionee to pay over to the Company all applicable federal, state and local taxes which the Company is required to withhold with respect to the exercise of this Option. At the discretion of the Company and upon the request of the Optionee, the minimum statutory withholding tax requirements may be satisfied by the withholding of shares of Common Stock otherwise issuable to the Optionee upon the exercise of this Option. 6. EXERCISE ON TERMINATION OF EMPLOYMENT. This Option shall not terminate upon the termination of Optionee's services as a consultant to the Company. 7. NONTRANSFERABILITY. This Option may not be assigned or transferred except to members, shareholders or employees of Optionee, or, if applicable, by will or by the laws of descent and distribution, and may be exercised only by Optionee during Optionee's lifetime and after Optionee's death, by Optionee's representative or by the person entitled thereto under Optionee's will or the laws of intestate succession. 8. OPTIONEE NOT A SHAREHOLDER. Optionee shall have no rights as a shareholder with respect to the Common Stock of the Company covered by the Option until the date of issuance of a stock certificate or stock certificates to him upon exercise of the Option. No adjustment will be made for dividends or other rights for which the record date is prior to the date such stock certificate or certificates are issued. 9. NO RIGHT TO PERFORM SERVICES. Nothing in this Option shall confer upon the Optionee any right to perform services for the Company, or shall interfere with or restrict in any way the rights of the Company to discharge or terminate Optionee as an independent contractor or consultant at any time for any reason whatsoever, with or without good cause. 2 10. RESTRICTIONS ON SALE OF SHARES. Optionee represents and agrees that, upon Optionee's exercise of the Option in whole or part, unless there is in effect at that time under the Securities Act of 1933 a registration statement relating to the shares issued to him, he will acquire the shares issuable upon exercise of this Option for the purpose of investment and not with a view to their resale or further distribution, and that upon each exercise thereof Optionee will furnish to the Company a written statement to such effect, satisfactory to the Company in form and substance. Optionee agrees that any certificates issued upon exercise of this Option may bear a legend indicating that their transferability is restricted in accordance with applicable state or federal securities law. Any person or persons entitled to exercise this Option under the provisions of Paragraphs 5 and 6 hereof shall, upon each exercise of the Option under circumstances in which Optionee would be required to furnish such a written statement, also furnish to the Company a written statement to the same effect, satisfactory to the Company in form and substance. 11. NOTICES. All notices to the Company shall be addressed to the Company at the principal office of the Company at 599 Lexington Avenue, 44th Floor, New York, New York 10022, Telecopier No. (212) 319-9288, and all notices to Optionee shall be addressed to Optionee at the address and telecopier number of Optionee on file with the Company, or to such other address and telecopier number as either may designate to the other in writing. A notice shall be deemed to be duly given if and when enclosed in a properly addressed sealed envelope deposited, postage prepaid, with the United States Postal Service and followed by telecopier to the addressee. In lieu of giving notice by mail as aforesaid, written notices under this Agreement may be given by personal delivery to Optionee or to the Company (as the case may be). 12. SALE OR OTHER DISPOSITION. If Optionee at any time contemplates the disposition (whether by sale, gift, exchange or other form of transfer) of any Shares acquired by exercise of this Option, Optionee will first notify the Company in writing of such proposed disposition and cooperate with the Company in complying with all applicable requirements of law, which, in the judgment of the Company, must be satisfied prior to such disposition. 13. ADJUSTMENTS. If there is any change in the capitalization of the Company affecting in any manner the number or kind of outstanding shares of Common Stock of the Company, whether by stock dividend, stock split, reclassification or recapitalization of such stock, or because the Company has merged or consolidated with one or more other corporations (and provided 3 the Option does not thereby terminate pursuant to Section 2 hereof), then the number and kind of shares then subject to the Option and the price to be paid therefor shall be appropriately adjusted by the Board of Directors; PROVIDED, HOWEVER, that in no event shall any such adjustment result in the Company's being required to sell or issue any fractional shares. Any such adjustment shall be made without change in the aggregate purchase price applicable to the unexercised portion of the Option, but with an appropriate adjustment to the price of each Share or other unit of security covered by this Option. 14. CESSATION OF CORPORATE EXISTENCE. Notwithstanding any other provision of this Option, upon the dissolution or liquidation of the Company, the reorganization, merger or consolidation of the Company with one or more corporations as a result of which the Company is not the surviving corporation, or the sale of substantially all the assets of the Company or of more than 50% of the then outstanding stock of the Company to another corporation or other entity, the Option granted hereunder shall terminate; provided, however, that: (i) each Option for which no option has been tendered by the surviving corporation in accordance with all of the terms of provision (ii) immediately below shall, within five days before the effective date of such dissolution or liquidation, merger or consolidation or sale of assets in which the Company is not the surviving corporation or sale of stock, become fully exercisable; or (ii) in its sole and absolute discretion, the surviving corporation may, but shall not be so obligated to, tender to any Optionee, an option to purchase shares of the surviving corporation, and such new option or options shall contain such terms and provisions as shall be required substantially to preserve the rights and benefits of this Option. 15. INVALID PROVISIONS. In the event that any provision of this Agreement is found to be invalid or otherwise unenforceable under any applicable law, such invalidity or unenforceability shall not be construed as rendering any other provisions contained herein invalid or unenforceable, and all such other provisions shall be given full force and effect to the same extent as though the invalid or unenforceable provision were not contained herein. 16. APPLICABLE LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. 17. COUNTERPARTS. This Agreement may be executed in counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other. 4 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written. AVIC GROUP INTERNATIONAL, INC. ("Company") By: /s/ Joseph R. Wright, Jr. ------------------------------------------ Joseph R. Wright, Jr. Chief Executive Officer Social Security Number ("Optionee") or Employer Identification TROY & GOULD Number: PROFESSIONAL CORPORATION By: /s/ William D. Gould - ------------------------------ ------------------------------------------ William D. Gould Professional Corporation Address: 1801 Century Park East Sixteenth Floor Los Angeles, California 90067 Telecopier No. (310) 201-4746 5 EX-5.1 4 EXH. 5.1 (OPINION OF MATTHIAS & BERG) EXHIBIT 5.1 November 11, 1996 AVIC Group International, Inc. 599 Lexington Avenue 44th Floor New York, New York 10022 RE: REGISTRATION STATEMENT ON FORM S-8 AVIC GROUP INTERNATIONAL, INC. Gentlemen: We are acting as counsel for AVIC Group International, Inc., a Delaware corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended (the "Act"), of the offering and sale of up to 65,064 shares (the "Shares") of the Company's common stock, par value $0.001 per share (the "Common Stock) and pursuant to: (i) the stock option agreement, dated September 4, 1996, between the Company and Matthias & Berg LLP, and (ii) the stock option agreement, dated September 11, 1996, between the Company and Troy & Gould Professional Corporation (collectively, the "Contracts"). A Registration Statement on Form S-8 covering the Shares (the "Registration Statement") is being filed under the Act with the Securities and Exchange Commission. In rendering the opinions expressed herein, we have reviewed such matters of law as we have deemed necessary and have examined copies of such agreements, instruments, documents and records as we have deemed relevant. In rendering the opinions expressed herein, we have assumed the genuineness and authenticity of all documents examined by us and of all signatures thereon, the legal capacity of all natural persons executing such documents, the conformity to original documents of all documents submitted to us as certified or conformed copies or photocopies and the completeness and accuracy of the certificates of public officials examined by us. We have made no independent factual investigation with regard to any such matters. AVIC Group International, Inc. November 11, 1996 Page 2 Based upon the foregoing, it is our opinion that the Shares, when sold in accordance with the terms of the Plan and Contracts, will be legally issued, fully paid and non-assessable. The opinions expressed herein are limited to matters involving the federal laws of the United States. We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the reference to our firm therein under the caption "Interests of Named Experts and Counsel." Respectfully submitted, MATTHIAS & BERG LLP EX-24.2 5 EXH. 24.2(CST SINGER LEWAK GREENBAUM & GOLDSTEIN) EXHIBIT 24.2 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We have issued our report dated June 18, 1996 accompanying the consolidated financial statements included in the Annual Report of AVIC Group International, Inc. on Form 10-KSB for the year ended March 31, 1996. We hereby consent to the incorporation by reference of said report in this Registration Statement on Form S-8. SINGER LEWAK GREENBAUM & GOLDSTEIN LLP Los Angeles, California November 4, 1996 -----END PRIVACY-ENHANCED MESSAGE-----