Asensus

As of February 23, 2021, TransEnterix has been renamed Asensus Surgical, Inc.

Along with the name change, the ticker symbol will change to “ASXC” upon the open of trading on Friday, March 5, 2021. Up until that point, the stock will continue to trade under the company name TransEnterix and ticker symbol TRXC.

If you are an existing investor, your ownership will not be impacted. Beginning on March 5, 2021, your holdings will automatically be renamed as Asensus Surgical, ticker symbol ASXC. Up until that point, the stock will continue to show up as TransEnterix and ticker symbol TRXC.

 

      As filed with the Securities and Exchange Commission on July 12, 1996

                                                     Registration No. 33-      
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                       ----------------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                    CELLULAR TECHNICAL SERVICES COMPANY, INC.
          ------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         Delaware                                                11-2962080
- -------------------------------                              -------------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

 2401 Fourth Avenue, Seattle, Washington                               98121
 ---------------------------------------                             --------
(Address of Principal Executive Offices)                            (Zip Code)

                             1996 Stock Option Plan
                    ----------------------------------------
                            (Full title of the plan)

                             Kyle R. Sugamele, Esq.
                         Vice President, General Counsel
                    Cellular Technical Services Company, Inc.
                               2401 Fourth Avenue
                            Seattle, Washington 98121
                                 (206) 443-6400
- --------------------------------------------------------------------------------
 (Name, address and telephone number, including area code, of agent for service)

                                 With a copy to:
                             Edward R. Mandell, Esq.
                       Parker Chapin Flattau & Klimpl, LLP
                           1211 Avenue of the Americas
                            New York, New York 10036

   Approximate date of proposed sale to the public: As soon as practicable and
   from time to time after the effective date of this Registration Statement.
- ------------------------------------------------------------------------------------------------------------ Calculation of Registration Fee Title of Amount Proposed maximum Proposed maximum securities to be to be offering price aggregate Amount of registered registered per share offering price registration fee - ------------------------------------------------------------------------------------------------------------ Common stock, $.001 par value 940,000 $16.125(1) $15,157,500 $5,226.72 160,000 17.875(2) 2,860,000 986.20 --------- ------- ----------- --------- 1,100,000(3) $18,017,500 $6,212.92
(1) Calculated pursuant to Rule 457(h) and (c) solely for the purpose of calculating the registration fee on the basis of the average of the high and low prices ($17 and $15 1/4) of a share on July 10, 1996 as quoted on the Nasdaq National Market System. (2) Based, pursuant to Rule 457(h), on the exercise price of the related option. (3) Pursuant to Rule 416(b), there shall also be deemed covered hereby such additional securities as may result from anti-dilution adjustments under the 1996 Stock Option Plan. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. ---------------------------------------- The Registrant hereby incorporates by reference the following documents into this Registration Statement: (a) The Registrant's Annual Report on Form 10-K for the year ended December 31, 1995. (b) The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1996. (c) The description of the Registrant's Common Stock contained in its Registration Statement on Form 8-A filed on July 30, 1991 under the Securities Exchange Act of 1934 (the "Exchange Act"), including any amendment or report filed for the purpose of updating such description, and all other reports heretofore filed by the Registrant with the Securities and Exchange Commission (the "SEC") pursuant to Sections 13(a) or 15(d) of the Exchange Act since December 31, 1995. In addition, all documents filed by the Registrant with the SEC subsequent to the filing date of this Registration Statement pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all the securities offered by this Registration Statement have been sold or which de-registers all such securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated herein by reference, except for portions of such documents which shall not be deemed incorporated by reference as indicated by statute, rule or regulation or by such document itself, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement, except as indicated herein. ITEM 4. DESCRIPTION OF SECURITIES. -------------------------- Not required, inasmuch as the Registrant's Common Stock is registered under Section 12 of the Exchange Act. -2- ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. --------------------------------------- Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. ------------------------------------------ The description of the indemnification and insurance provided to the officers and directors of the Registrant contained in Item 14 of the Registrant's Registration Statement on Form S-1 (Registration No. 33-44176) is hereby incorporated by reference. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. ------------------------------------ Not applicable. ITEM 8. EXHIBITS. --------- See Exhibit Index on page 6 of this Registration Statement. ITEM 9. UNDERTAKINGS. - ------- ------------- The undersigned Registrant hereby undertakes: (a) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement; (1) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the "Act"); (2) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and (3) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; -3- PROVIDED, HOWEVER, that paragraphs (a)(1) and (a)(2) will 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 Exchange Act that are incorporated by reference in this Registration Statement. (b) That, for the purpose of determining any liability under the Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. -4- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Valley Stream, New York, on this day of 11th July, 1996. CELLULAR TECHNICAL SERVICES COMPANY, INC. By: /s/ Stephen Katz ---------------------------------- Stephen Katz Chairman of the Board of Directors and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Stephen Katz and Michael E. McConnell and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including, without limitation, post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done 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 substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated: Signature Title Date /s/ Stephen Katz Chairman of the Board of July 11, 1996 - ------------------------- Directors and Chief Executive Stephen Katz Officer (Principal Executive Officer) /s/ Robert P. Dahut President, Chief Operating July 11, 1996 - ------------------------- Officer and Director Robert P. Dahut /s/ Michael E. McConnell Vice President and Chief July 11, 1996 - ------------------------- Financial Officer (Principal Michael E. McConnell Financial and Accounting Officer) Director July 11, 1996 - ------------------------- Jay Goldberg -5- Exhibit Index Exhibit Number Description - ------ ----------- 4.1(i)* Restated Certificate of Incorporation of the Registrant. 4.1(ii)** Certificate of Amendment of Restated Certificate of Incorporation. 4.2(i)* By-Laws of the Registrant. 4.2(ii)*** Amendment I dated October 31, 1993 to By-Laws of the Registrant. 5 Opinion of Parker Chapin Flattau & Klimpl, LLP. 23.1 Consent of Ernst & Young LLP, Independent Auditors. 23.2 Consent of Parker Chapin Flattau & Klimpl (included in their opinion filed as Exhibit 5). 24 Power of Attorney (included on the signature page of this Registration Statement). 99 1996 Stock Option Plan. * Incorporated by reference to Registration Statement on Form S-1, File No. 33-41176. ** Incorporated by reference to Registration Statement on Form S-8, File No. 33-82016. *** Incorporated by reference to the Annual Report on Form 10-K for the year ended December 31, 1993, File No. 0-19437. -6-


                (PARKER CHAPIN FLATTAU & KLIMPL, LLP Letterhead)


                                  July 11, 1996


Cellular Technical Services Company, Inc.
2401 Fourth Avenue
Seattle, Washington  98121

Gentlemen:

           We have acted as counsel to Cellular Technical Services Company, Inc.
(the  "Company") in connection  with a  Registration  Statement on Form S-8 (the
"Registration   Statement")   being  filed  with  the  Securities  and  Exchange
Commission  under  the  Securities  Act of 1933,  as  amended,  relating  to the
offering of  1,100,000  shares of common  stock,  $.001 par value per share (the
"Shares"),  pursuant  to options  granted or which may be granted by the Company
under its 1996 Stock Option Plan (the "Plan").

           In  connection  with the  foregoing,  we have  examined  originals or
copies,  satisfactory  to us,  of all  such  corporate  records  and of all such
agreements,  certificates  and other  documents  as we have deemed  relevant and
necessary as a basis for the opinion hereinafter expressed. In such examination,
we have assumed the  genuineness  of all  signatures,  the  authenticity  of all
documents  submitted to us as  originals  and the  conformity  with the original
documents of all documents  submitted to us as copies.  As to any facts material
to  such  opinion,  we  have,  to  the  extent  that  relevant  facts  were  not
independently  established  by us, relied on  certificates  of officers or other
representatives of the Company.

           Based upon and subject to the foregoing,  we are of the opinion that,
when  issued  and paid for in  accordance  with  the Plan and the  stock  option
contracts  evidencing  options  granted  thereunder,  the Shares will be validly
issued, fully paid and non-assessable.

           We hereby  consent  to filing of this  opinion  as an  Exhibit to the
Registration Statement.


                                        Very truly yours,


                                        /s/  PARKER CHAPIN FLATTAU & KLIMPL, LLP

                                        PARKER CHAPIN FLATTAU & KLIMPL, LLP






                                                                    Exhibit 23.1


               Consent of Ernst & Young LLP, Independent Auditors


We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the  registration  of 1,100,000  shares of common stock under
the 1996 Stock Option Plan of Cellular Technical  Services Company,  Inc. of our
report  dated  March 1, 1996,  except  Note J, as to which the date is March 18,
1996,  with  respect to the  financial  statements  and  schedules  of  Cellular
Technical  Services Company,  Inc. included in its Annual Report (Form 10-K) for
the year  ended  December  31,  1995  filed  with the  Securities  and  Exchange
Commission.


/s/ Ernst & Young LLP

Seattle, Washington
July 5, 1996



                                    EXHIBIT A

                             1996 STOCK OPTION PLAN

                                       of

                    CELLULAR TECHNICAL SERVICES COMPANY, INC.

           1.  PURPOSES  OF THE PLAN.  This stock  option  plan (the  "Plan") is
designed to provide an incentive to employees  (including directors and officers
who are employees) of and consultants to Cellular  Technical  Services  Company,
Inc., a Delaware  corporation  (the  "Company") or any of its  Subsidiaries  (as
defined in Paragraph 19), and to offer an additional inducement in obtaining the
services of such persons.  The Plan  provides for the grant of "incentive  stock
options" ("ISOs") within the meaning of Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code"),  and  nonqualified  stock options which do not
qualify as ISOs ("NQSOs"),  but the Company makes no representation or warranty,
express or implied, as to the qualification of any option as an "incentive stock
option" under the Code.

           2. STOCK SUBJECT TO THE PLAN.  Subject to the provisions of Paragraph
12, the aggregate  number of shares of common stock,  $.001 par value per share,
of the Company  ("Common Stock") for which options may be granted under the Plan
shall not exceed  1,100,000.  Such shares of Common Stock may, in the discretion
of the Board of  Directors of the Company  (the "Board of  Directors"),  consist
either in whole or in part of authorized but unissued  shares of Common Stock or
shares of Common  Stock  held in the  treasury  of the  Company.  Subject to the
provisions  of  Paragraph  13, any shares of Common  Stock  subject to an option
which for any reason expires, is canceled or is terminated  unexercised or which
ceases for any reason to be  exercisable  shall again become  available  for the
granting of options  under the Plan.  The Company  shall at all times during the
term of the Plan  reserve  and keep  available  such  number of shares of Common
Stock as will be sufficient to satisfy the requirements of the Plan.

           3.  ADMINISTRATION  OF THE PLAN. The Plan shall be  administered by a
committee of the Board of Directors  (the  "Committee")  consisting  of not less
than two  directors.  During  such  time as the  Company  has a class of  equity
securities  registered under Section 12 of the Securities  Exchange Act of 1934,
as amended,  each member of the Committee shall be (a) a "disinterested  person"
within the meaning of Rule 16b-3  promulgated  under such act until such time as
the amendments to Rule 16b-3 adopted by the  Securities and Exchange  Commission
on May 30, 1996 in Release No.  34-37260  become  effective  with respect to the
Plan  (the  "New  Rule  Date")  and (b) from and  after  the New  Rule  Date,  a
"Non-Employee  Director" within the meaning of Rule 16b-3 (as the same may be in
effect and  interpreted  from time to time,  "Rule  16b-3").  A majority  of the
members of the Committee shall  constitute a quorum,  and the acts of a majority
of the members present at any meeting at which a quorum is present, and any acts
approved in writing by all members  without a meeting,  shall be the acts of the
Committee.





           Subject to the express  provisions of the Plan,  the Committee  shall
have the  authority,  in its sole  discretion,  to determine:  the employees and
consultants  who shall be  granted  options;  the times  when  options  shall be
granted; whether an option granted to an employee shall be an ISO or a NQSO; the
number of shares of Common Stock to be subject to each option;  the term of each
option; the date each option shall become  exercisable;  whether an option shall
be exercisable in whole, in part or in installments and, if in installments, the
number of shares of Common Stock to be subject to each install ment, whether the
installments  shall  be  cumulative,  the date  each  installment  shall  become
exercisable and the term of each installment;  whether and under what conditions
to accelerate the date of exercise of any option or installment;  whether shares
of Common Stock may be issued upon the exercise of an option as partly paid and,
if so, the dates when future installments of the exercise price shall become due
and the amounts of such  installments;  the exercise  price of each option;  the
form of payment of the  exercise  price;  whether to restrict  the sale or other
disposition  of the shares of Common  Stock  acquired  upon the  exercise  of an
option and, if so, whether to waive any such restriction; whether to subject the
exercise of all or any portion of an option to the fulfillment of  contingencies
as  specified  in  the  contract   referred  to  in  Paragraph  11  hereof  (the
"Contract"),  including without limitation,  contingencies  relating to entering
into a covenant not to compete with the Company,  any of its  Subsidiaries  or a
Parent (as defined in Paragraph  19), to financial  objectives  for the Company,
any of its  Subsidiaries  or a Parent,  a division  of any of the  foregoing,  a
product line or other category, and/or the period of continued employment of the
optionee with the Company, any of its Subsidiaries or a Parent, and to determine
whether such  contingencies  have been met;  whether an optionee is Disabled (as
defined in Paragraph 19); the amount, if any, necessary to satisfy the Company's
obligation to withhold  taxes or other  amounts;  and the fair market value of a
share of Common Stock;  to construe the Plan;  with the consent of the optionee,
to  cancel or  modify  an  option,  provided,  that the  modified  provision  is
permitted to be included in an option  granted under the Plan on the date of the
modification,  and further, provided, that in the case of a modification (within
the  meaning of Section  424(h) of the Code) of an ISO,  such option as modified
would be  permitted  to be  granted on the date of such  modification  under the
terms of the Plan;  to  prescribe,  amend  and  rescind  rules  and  regulations
relating to the Plan; from and after the New Rule Date, to approve any provision
which under Rule 16b-3 requires approval by the Board of Directors,  a committee
of Non-Employee  Directors or the  stockholders  to be exempt (unless  otherwise
specifically provided herein); and to make all other determinations necessary or
advisable for administering the Plan. Any controversy or claim arising out of or
relating to the Plan shall be determined  unilaterally  by the Committee in good
faith in its sole discretion. The determinations of the Committee on the matters
referred to in this  Paragraph 3 shall be conclusive and binding on the parties.
No member or former  member of the  Committee  shall be liable  for any  action,
failure to act or  determination  made in good faith with respect to the Plan or
any option hereunder.

           4.  ELIGIBILITY.  The  Committee  may from time to time,  in its sole
discretion, consistent with the purposes of the Plan, grant options to employees
(including  officers and directors who are employees) of, and to consultants to,
the Company or any of its  Subsidiaries.  Such options  granted shall cover such
number  of  shares  of  Common  Stock  as the  Committee  may  determine  in the
applicable Contract, in its sole discretion; provided, however, that the maximum
number of shares  subject to options that may be granted to any employee  during
any calendar year under the Plan (the

                                       -2-





"162(m) Maximum") shall not exceed 400,000 shares; and further,  provided,  that
the  aggregate  market  value  (determined  at the time the option is granted in
accordance  with  Paragraph  5) of the  shares  of  Common  Stock  for which any
eligible  employee  may be granted  ISOs under the Plan or any other plan of the
Company,  or of a Parent or a Subsidiary of the Company,  which are  exercisable
for the first time by such  optionee  during any calendar  year shall not exceed
$100,000.  Such  limitation  shall be applied by taking ISOs into account in the
order in which they were  granted.  Any option  granted in excess of such amount
shall be treated as a NQSO to the extent of such excess.

           5. EXERCISE  PRICE.  The exercise price of the shares of Common Stock
under  each  option  shall be  determined  by the  Committee  in the  applicable
Contract, in its sole discretion;  provided, however, that the exercise price of
an ISO shall not be less than the fair market value of the Common Stock  subject
to such option on the date of grant; and further, provided, that if, at the time
an ISO is granted,  the optionee owns (or is deemed to own under Section  424(d)
of the Code) stock  possessing  more than 10% of the total combined voting power
of all  classes  of stock of the  Company,  of any of its  Subsidiaries  or of a
Parent,  the exercise  price of such ISO shall not be less than 110% of the fair
market value of the Common Stock subject to such ISO on the date of grant.

           The fair market  value of a share of Common Stock on any day shall be
(a) if the  principal  market  for the  Common  Stock is a  national  securities
exchange, the average of the highest and lowest sales prices per share of Common
Stock on such day as reported by such exchange or on a composite tape reflecting
transactions on such exchange,  (b) if the principal market for the Common Stock
is not a national  securities  exchange  and the  Common  Stock is quoted on The
Nasdaq Stock Market  ("Nasdaq"),  and (i) if actual sales price  information  is
available  with  respect to the Common  Stock,  the  average of the  highest and
lowest sales prices per share of Common Stock on such day on Nasdaq,  or (ii) if
such  information  is not  available,  the average of the highest bid and lowest
asked  prices  per share of Common  Stock on such day on  Nasdaq,  or (c) if the
principal market for the Common Stock is not a national  securities exchange and
the Common  Stock is not quoted on Nasdaq,  the  average of the  highest bid and
lowest asked prices per share of Common Stock on such day as reported on the OTC
Bulletin  Board  Service or by  National  Quotation  Bureau,  Incorporated  or a
comparable service; provided,  however, that if clauses (a), (b) and (c) of this
Paragraph are all inapplicable,  or if no trades have been made or no quotes are
available  for such day,  the fair  market  value of the Common  Stock  shall be
determined by the Board by any method  consistent  with  applicable  regulations
adopted by the Treasury Department relating to stock options.

           6. TERM. The term of each option  granted  pursuant to the Plan shall
be such term as is established by the Committee in the applicable  Contract,  in
its sole  discretion;  provided,  however,  that  the  term of each ISO  granted
pursuant to the Plan shall be for a period not  exceeding 10 years from the date
of grant thereof; and further, provided, that if, at the time an ISO is granted,
the optionee owns (or is deemed to own under  Section  424(d) of the Code) stock
possessing  more than 10% of the total  combined  voting power of all classes of
stock of the Company, of any of its Subsidiaries or of a Parent, the term of the
ISO  shall be for a period  not  exceeding  five  years  from the date of grant.
Options shall be subject to earlier termination as hereinafter provided.

                                       -3-




           7. EXERCISE.  An option (or any part or installment  thereof), to the
extent then  exercisable,  shall be  exercised by giving  written  notice to the
Company  at its  principal  office  stating  which  option  is being  exercised,
specifying the number of shares of Common Stock as to which such option is being
exercised and  accompanied  by payment in full of the aggregate  exercise  price
therefor  (or the amount due on exercise  if the  Contract  permits  installment
payments) (a) in cash or by certified  check or (b) if the  applicable  Contract
permits,  with  previously  acquired  shares of Common Stock having an aggregate
fair  market  value on the  date of  exercise  (determined  in  accordance  with
Paragraph  5)  equal  to the  aggregate  exercise  price  of all  options  being
exercised,  or with any combination of cash, certified check or shares of Common
Stock.

           The  Committee  may, in its sole  discretion,  permit  payment of the
exercise  price of an option by delivery by the optionee of a properly  executed
notice,  together  with  a copy  of his  irrevocable  instructions  to a  broker
acceptable  to the  Committee  to deliver  promptly to the Company the amount of
sale or loan  proceeds  sufficient  to pay such  exercise  price.  In connection
therewith, the Company may enter into agreements for coordinated procedures with
one or more brokerage firms.

           A person  entitled to receive  Common  Stock upon the  exercise of an
option shall not have the rights of a stockholder with respect to such shares of
Common Stock until the date of issuance of a stock  certificate  for such shares
or in the case of  uncertificated  shares,  an entry is made on the books of the
Company's transfer agent representing such shares; provided, however, that until
such stock  certificate  is issued or book  entry is made,  any  optionee  using
previously  acquired  shares of Common  Stock in payment  of an option  exercise
price shall  continue to have the rights of a  stockholder  with respect to such
previously acquired shares.

           In no case may a fraction of a share of Common  Stock be purchased or
issued under the Plan.

           8. TERMINATION OF RELATIONSHIP.  Except as may otherwise be expressly
provided in the applicable  Contract,  any optionee whose  relationship with the
Company,  its  Parent  and  Subsidiaries  as an  employee  or a  consultant  has
terminated  for any reason  (other than the death or Disability of the optionee)
may  exercise  such  option,  to the  extent  exercisable  on the  date  of such
termination, at any time within three months after the date of termination,  but
not  thereafter  and in no event after the date the option would  otherwise have
expired;  provided,  however, that if such relationship is terminated either (a)
for Cause (as  defined in  Paragraph  19) , or (b)  without  the  consent of the
Company, such option shall terminate immediately.

           For the purposes of the Plan,  an  employment  relationship  shall be
deemed to exist between an individual and the Company,  any of its  Subsidiaries
or a Parent if, at the time of the determination, the individual was an employee
of such corporation for purposes of Section 422(a) of the Code. As a result,  an
individual  on  military,  sick leave or other bona fide leave of absence  shall
continue to be considered an employee for purposes of the Plan during such leave
if the period of the leave does not  exceed 90 days,  or, if longer,  so long as
the individual's right to reemployment with the Company, any

                                       -4-




of its Subsidiaries or a Parent is guaranteed  either by statute or by contract.
If  the  period  of  leave  exceeds  90  days  and  the  individual's  right  to
reemployment  is not  guaranteed  by  statute  or by  contract,  the  employment
relationship shall be deemed to have terminated on the 91st day of such leave.

           Except as may  otherwise  be  expressly  provided  in the  applicable
Contract,  options granted under the Plan shall not be affected by any change in
the status of the optionee so long as the  optionee  continues to be an employee
of, or a consultant  to, the  Company,  or any of the  Subsidiaries  or a Parent
(regardless of having  changed from one to the other or having been  transferred
from one corporation to another).

           Nothing  in the Plan or in any  option  granted  under the Plan shall
confer  on any  optionee  any  right  to  continue  in the  employ  of,  or as a
consultant to, the Company, any of its Subsidiaries or a Parent, or interfere in
any way with any right of the Company,  any of its  Subsidiaries  or a Parent to
terminate  the  optionee's  relationship  at any time for any reason  whatsoever
without liability to the Company, any of its Subsidiaries or a Parent.

           9. DEATH OR  DISABILITY  OF AN OPTIONEE.  Except as may  otherwise be
expressly provided in the applicable Contract,  if an optionee dies (a) while he
is an employee of, or consultant to, the Company,  any of its  Subsidiaries or a
Parent,  (b) within  three  months after the  termination  of such  relationship
(unless such termination was for Cause or without the consent of the Company) or
(c) within one year following the termination of such  relationship by reason of
his Disability,  his option may be exercised,  to the extent  exercisable on the
date of his death, by his Legal  Representative  (as defined in Paragraph 19) at
any time within one year after death,  but not  thereafter and in no event after
the date the option would otherwise have expired.

           Except as may  otherwise  be  expressly  provided  in the  applicable
Contract,  any optionee whose  relationship as an employee of, or consultant to,
the  Company,  its  Parent and  Subsidiaries  has  terminated  by reason of such
optionee's  Disability may exercise his option,  to the extent  exercisable upon
the effective date of such  termination,  at any time within one year after such
date,  but not  thereafter  and in no event  after  the date  the  option  would
otherwise have expired.

           10.  COMPLIANCE WITH SECURITIES  LAWS. The Committee may require,  in
its sole  discretion,  as a condition  to the exercise of any option that either
(a) a Registration  Statement  under the Securities Act of 1933, as amended (the
"Securities  Act"), with respect to the shares of Common Stock to be issued upon
such  exercise  shall be effective  and current at the time of exercise,  or (b)
there  is an  exemption  from  registration  under  the  Securities  Act for the
issuance of the shares of Common Stock upon such exercise.  Nothing herein shall
be construed as requiring the Company to register  shares  subject to any option
under the  Securities  Act or to keep any  Registration  Statement  effective or
current.

           The Committee may require, in its sole discretion,  as a condition to
the exercise of any option that the optionee  execute and deliver to the Company
his representations and warranties, in

                                       -5-




form,  substance and scope  satisfactory  to the Committee,  which the Committee
determines  are  necessary or  convenient  to  facilitate  the  perfection of an
exemption from the registration  requirements of the Securities Act,  applicable
state securities laws or other legal  requirement,  including without limitation
that (a) the shares of Common Stock to be issued upon the exercise of the option
are being acquired by the optionee for his own account,  for investment only and
not with a view to the resale or  distribution  thereof,  and (b) any subsequent
resale or  distribution  of shares of Common Stock by such optionee will be made
only pursuant to (i) a Registration  Statement under the Securities Act which is
effective  and current with respect to the shares of Common Stock being sold, or
(ii) a specific  exemption from the registration  requirements of the Securities
Act, but in claiming such  exemption,  the optionee  shall prior to any offer of
sale or sale of such shares of Common Stock provide the Company with a favorable
written opinion of counsel  satisfactory to the Company, in form,  substance and
scope satisfactory to the Company,  as to the applicability of such exemption to
the proposed sale or distribution.

           In addition,  if at any time the Committee  shall  determine,  in its
sole discretion, that the listing or qualification of the shares of Common Stock
subject  to  such  option  on any  securities  exchange,  Nasdaq  or  under  any
applicable law, or the consent or approval of any governmental  regulatory body,
is necessary or desirable as a condition to, or in connection with, the granting
of an option or the issue of shares of Common Stock thereunder,  such option may
not be exercised in whole or in part unless such listing, qualification, consent
or approval  shall have been  effected or obtained  free of any  conditions  not
acceptable to the Committee.

           11.  STOCK  OPTION  CONTRACTS.  Each option  shall be evidenced by an
appropriate  Contract  which  shall  be duly  executed  by the  Company  and the
optionee,   and  shall  contain  such  terms,   provisions  and  conditions  not
inconsistent herewith as may be determined by the Committee.

           12.  ADJUSTMENTS  UPON CHANGES IN COMMON STOCK.  Notwithstanding  any
other  provision of the Plan, in the event of a stock dividend,  split-up,  spin
off,  combination,  reclassification,  recapitalization,  merger  in  which  the
Company is the  surviving  corporation,  or exchange of shares or the like which
results  in a change in the number or kind of shares of Common  Stock  which are
outstanding  immediately  prior to such event,  the aggregate number and kind of
shares subject to the Plan,  the aggregate  number and kind of shares subject to
each outstanding  option and the exercise price thereof,  and the 162(m) Maximum
shall be appropriately  adjusted by the Board of Directors,  whose determination
shall be conclusive and binding on all parties.

           In the event of (a) the liquidation or dissolution of the Company, or
(b) a  merger  in  which  the  Company  is not the  surviving  corporation  or a
consolidation,  any outstanding options shall terminate upon the earliest of any
such event,  unless other  provision is made  therefor in the  transaction.  The
Company shall give each optionee under the Plan at least 20 days prior notice of
any such transaction,  advising the optionee of the impact of the transaction on
his options.


                                       -6-




           13.  AMENDMENTS AND  TERMINATION OF THE PLAN. The Plan was adopted by
the Board of  Directors on April 24,  1996.  No option may be granted  under the
Plan after April 23, 2006. The Board of Directors,  without further  approval of
the  Company's  stockholders,  may at any time suspend or terminate the Plan, in
whole or in part,  or amend it from time to time in such respects as it may deem
advisable,  including,  without limitation, in order that ISOs granted hereunder
meet the  requirements  for "incentive  stock options" under the Code, to comply
with the provisions of Rule 16b- 3, Section 162(m) of the Code, or any change in
applicable  law,  regulations,  rulings  or  interpretations  of  administrative
agencies;  provided,  however,  that no amendment shall be effective without the
requisite  prior or subsequent  stockholder  approval  which would (a) except as
contemplated  in Paragraph 12,  increase the maximum  number of shares of Common
Stock for which options may be granted under the Plan or the 162(m) Maximum, (b)
prior to the New  Rule  Date,  materially  increase  the  benefits  accruing  to
participants  under  the Plan or (c)  change  the  eligibility  requirements  to
receive options hereunder.  No termination,  suspension or amendment of the Plan
shall,  without the consent of the holder of an existing and outstanding  option
affected  thereby,  adversely affect his rights under such option.  The power of
the  Committee to  administer  any options  granted  under the Plan prior to the
termination  or suspension of the Plan  nevertheless  shall  continue after such
termination or during such suspension.

           14.  NON-TRANSFERABILITY OF OPTIONS. No option granted under the Plan
shall  be  transferable  otherwise  than  by will or the  laws  of  descent  and
distribution, and options may be exercised, during the lifetime of the optionee,
only by the optionee or his Legal Representatives. Except to the extent provided
above,  options  may not be  assigned,  transferred,  pledged,  hypothecated  or
disposed of in any way (whether by operation of law or otherwise)  and shall not
be subject to execution,  attachment or similar process,  and any such attempted
assignment,  transfer,  pledge,  hypothecation or disposition  shall be null and
void ab initio and of no force or effect.

           15. WITHHOLDING TAXES. The Company may withhold (a) cash, (b) subject
to any  limitations  under Rule 16b-3,  shares of Common Stock to be issued with
respect  thereto  having an aggregate  fair market  value on the  exercise  date
(determined in accordance with Paragraph 5), or (c) any combination  thereof, in
an amount  equal to the  amount,  if any,  which  the  Committee  determines  is
necessary to satisfy the  Company's  obligation to withhold  Federal,  state and
local income taxes or other amounts  incurred by reason of the grant or exercise
of an option,  its disposition,  or the disposition of the underlying  shares of
Common Stock. Alternatively,  the Company may require the optionee to pay to the
Company such amount,  in cash,  promptly  upon demand.  The Company shall not be
required to issue any shares of Common  Stock  pursuant to any such option until
all required payments have been made.

           16. LEGENDS; PAYMENT OF EXPENSES. The Company may endorse such legend
or legends upon the certificates for shares of Common Stock issued upon exercise
of an option under the Plan and may issue such "stop  transfer"  instructions to
its  transfer  agent  in  respect  of  such  shares  as it  determines,  in  its
discretion,  to be necessary or appropriate to (a) prevent a violation of, or to
perfect an exemption from, the  registration  requirements of the Securities Act
and any applicable state

                                       -7-




securities  laws,  (b)  implement  the  provisions  of the Plan or any agreement
between  the  Company  and the  optionee  with  respect to such shares of Common
Stock, or (c) permit the Company to determine the occurrence of a "disqualifying
disposition,"  as  described  in  Section  421(b) of the Code,  of the shares of
Common Stock issued or transferred upon the exercise of an ISO granted under the
Plan.

           The Company shall pay all issuance taxes with respect to the issuance
of shares of Common Stock upon the exercise of an option granted under the Plan,
as well as all fees and expenses incurred by the Company in connection with such
issuance.

           17. USE OF  PROCEEDS.  The cash  proceeds  from the sale of shares of
Common Stock  pursuant to the exercise of options  under the Plan shall be added
to the general funds of the Company and used for such corporate  purposes as the
Board of Directors may determine.

           18.  SUBSTITUTIONS AND ASSUMPTIONS OF OPTIONS OF CERTAIN  CONSTITUENT
CORPORATIONS.  Anything in this Plan to the contrary notwithstanding,  the Board
of Directors may, without further approval by the  stockholders,  substitute new
options for prior options of a Constituent  Corporation (as defined in Paragraph
19) or assume the prior options of such Constituent Corporation.

           19. DEFINITIONS.  For purposes of the Plan, the following terms shall
be defined as set forth below:

               (a) Cause.  The term "Cause" shall mean (i) if there is a written
employment or consulting  agreement between the optionee and the Company, any of
its  Subsidiaries  or a Parent  which  defines  cause  for  termination  of such
relationship,  cause as defined in such  agreement,  or (ii) if there is no such
agreement, cause as defined by applicable state law.

               (b) Constituent Corporation.  The term "Constituent  Corporation"
shall  mean  any  corporation  which  engages  with  the  Company,  any  of  its
Subsidiaries  or a Parent in a transaction  to which Section  424(a) of the Code
applies (or would apply if the option  assumed or  substituted  were an ISO), or
any Parent or any Subsidiary of such corporation.

               (c) Disability.  The term "Disability" shall mean a permanent and
total disability within the meaning of Section 22(e)(3) of the Code.

               (d) Legal Representative.  The term "Legal  Representative" shall
mean the executor,  administrator or other person who at the time is entitled by
law to exercise the rights of a deceased or incapacitated  optionee with respect
to an option granted under the Plan.

               (e) Parent.  The term "Parent" shall have the same  definition as
"parent corporation" in Section 424(e) of the Code.


                                       -8-




               (f)  Subsidiary.  The  term  "Subsidiary"  shall  have  the  same
definition as "subsidiary corporation" in Section 424(f) of the Code.

           20.  GOVERNING LAW;  CONSTRUCTION.  The Plan,  such options as may be
granted hereunder and all related matters shall be governed by, and construed in
accordance  with, the laws of the State of Delaware,  without regard to conflict
of law provisions.

           Neither the Plan nor any Contract  shall be construed or  interpreted
with any  presumption  against the Company by reason of the Company  causing the
Plan  or  Contract  to  be  drafted.   Whenever  from  the  context  it  appears
appropriate,  any term stated in either the singular or plural shall include the
singular and plural,  and any term stated in the  masculine,  feminine or neuter
gender shall include the masculine, feminine and neuter.

           21.   PARTIAL    INVALIDITY.    The    invalidity,    illegality   or
unenforceability  of any provision in the Plan or any Contract  shall not affect
the validity,  legality or enforceability  of any other provision,  all of which
shall be  valid,  legal and  enforceable  to the  fullest  extent  permitted  by
applicable law.

           22. STOCKHOLDER APPROVAL.  The Plan shall be subject to approval by a
majority  of the  votes  present  in  person  or by proxy at the next  duly held
meeting of the Company's  stockholders at which a quorum is present.  No options
granted  hereunder may be exercised prior to such approval;  provided,  however,
that the date of grant of any option shall be  determined as if the Plan had not
been subject to such approval. Notwithstanding the foregoing, if the Plan is not
approved by a vote of the  stockholders  of the  Company on or before  April 23,
1997, the Plan and any options granted hereunder shall terminate.


                                       -9-