SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS TO BE FILED PURSUANT
TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(a)
(Amendment No. 2)*
LADENBURG THALMANN FINANCIAL SERVICES INC.
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(Name of Issuer)
Common Stock, par value $.0001 per share
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(Title of Class of Securities)
50575Q 10 2
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(CUSIP Number)
David Thalheim
6 Trusdale Drive
Old Westbury, New York 11568
Telephone: (516) 428-6300
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(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications)
May 7, 2001
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information that would alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
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CUSIP No. 50575Q 10 2 Page 2 of 15 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
The David Thalheim Revocable Living Trust Dated 3/5/96
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
|_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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7 SOLE VOTING POWER
1,414,211 Shares - See Item 5
NUMBER OF ----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
EACH ----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 1,414,211 Shares - See Item 5
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,414,211 Shares
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
|_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.8%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
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CUSIP No. 50575Q 10 2 Page 3 of 15 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
David Thalheim
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
|_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
1,614,211 Shares
NUMBER OF ----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
EACH ----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 1,614,211 Shares
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,614,211 Shares
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
|_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.3%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 50575Q 10 2 Page 4 of 15 Pages
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This Amendment No. 2 adds the following information to Items 3, 4, 5,
6 and 7 of the Schedule 13D ("Schedule 13D") filed by David Thalheim
("Thalheim") and The David Thalheim Revocable Living Trust Dated 3/5/96
("Trust"), with respect to ownership of the Common Stock, par value $.0001 per
share, of Ladenburg Thalmann Financial Services Inc. (f/k/a GBI Capital
Management Corp.), a Florida corporation ("Issuer").
The percentage of beneficial ownership reflected in this Amendment No.
2 to the Schedule 13D is based upon 36,988,430 shares of Common Stock
outstanding on May 7, 2001, based upon information known to the reporting
persons.
Item 3. Source and Amounts of Funds or Other Consideration
On April 24, 2001, Thalheim entered into a Second Amendment to the
Employment Agreement, dated as of August 24, 1999, as amended as of February 8,
2001 ("Resignation Agreement"), between Thalheim, the Issuer and the Issuer's
subsidiary, GBI Capital Partners Inc., pursuant to which Thalheim resigned from
his position with the Issuer as of May 7, 2001. In connection with the
Resignation Agreement, options to purchase 50,770 shares of the Issuer's Common
Stock previously granted to Thalheim became immediately exercisable.
Additionally, Thalheim was granted a new ten- year immediately exercisable
option to purchase 100,000 shares of the Issuer's Common Stock at $3.05 per
share.
Item 4. Purpose of Transactions
On May 7, 2001, the Stock Purchase Agreement and the transactions
previously reported on under Item 4 of Amendment No. 1 to the Schedule 13D filed
by Thalheim and the Trust were consummated and the Trust sold 98,062 shares of
the Issuer's Common Stock for an aggregate purchase price of $98,062, or $1.00
per share.
In connection with the sale by the Trust, the Issuer's Board of
Directors ("Board") waived a lock-up agreement between the Issuer and Thalheim
pursuant to which Thalheim had agreed that he would not, without the Board's
prior written consent, until August 2001, sell, transfer or otherwise dispose of
any of his shares of the Issuer's Common Stock.
Thalheim acquired the securities specified in Item 3 above pursuant to
the Resignation Agreement. Thalheim may acquire additional securities from time
to time in the market or in private transactions. Thalheim owns (i) an
immediately exercisable option to purchase an additional 100,000 shares of the
Issuer's Common Stock at $4.0625 per share until August 23, 2009 and (ii) an
immediately exercisable option to purchase an additional 100,000 shares of the
Issuers Common Stock at $3.05 per share until May 7, 2011.
Item 5. Interest in Securities of the Issuer
The Trust is now the beneficial owner of 1,414,211 shares of the
Issuer's Common Stock. Except as disclosed in this Amendment No. 2, the Trust
has nominal voting and dispositive power over these shares exercised by
Thalheim, the sole trustee of the Trust. The Trust beneficially owns 3.8% of the
Issuer's outstanding shares of Common Stock. On May 7, 2001, the Trust ceased to
beneficially own 5% of Issuer's outstanding Common Stock.
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CUSIP No. 50575Q 10 2 Page 5 of 15 Pages
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Thalheim is now the beneficial owner of 1,614,211 shares of the
Issuer's Common Stock. This amount includes 1,414,211 shares held of record by
the Trust, a revocable living trust established for the benefit of Thalheim and
of which Thalheim is the sole trustee and beneficiary, and 200,000 shares
issuable upon exercise of immediately exercisable options held by Thalheim.
Thalheim has sole voting and dispositive power over these shares. Thalheim
beneficially owns 4.3% of the Issuer's outstanding shares of Common Stock. On
May 7, 2001, Thalheim ceased to beneficially own 5% of Issuer's outstanding
Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
On April 24, 2001, Thalheim and the Issuer entered into the
Resignation Agreement described and on May 7, 2001, Thalheim and the Issuer
entered into a Stock Option Agreement to reflect the stock option grant, each as
described above in Item 3.
Item 7. Material to be Filed as Exhibits
1. Second Amendment to the Employment Agreement, dated August
24, 1999, between GBI Capital Partners Inc. and David
Thalheim (incorporated by reference to Exhibit 10.2 to the
Issuer's Current Report on Form 8-K/A filed on May 1, 2001)
2. Stock Option Agreement, dated as of May 7, 2001, between
Thalheim and the Issuer
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CUSIP No. 50575Q 10 2 Page 6 of 15 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: May 10, 2001
The David Thalheim Revocable Living Trust Dated
3/5/96
By: /s/ David Thalheim
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David Thalheim, Trustee
/s/ David Thalheim
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David Thalheim
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CUSIP No. 50575Q 10 2 Page 7 of 15 Pages
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STOCK OPTION AGREEMENT
AGREEMENT made as of the 7th day of May, 2001, by and between LADENBURG
THALMANN FINANCIAL SERVICES INC., a Florida corporation (the "Company"), and
David Thalheim (the "Consultant").
WHEREAS, on April 13, 2001, pursuant to the terms and conditions of the
Company's 1999 Performance Equity Plan (the "Plan"), the Board of Directors of
the Company or the Committee (as such term is defined in the Plan) authorized
the grant to the Consultant of an option (the "Option") to purchase an aggregate
of 100,000 shares of the authorized but unissued common stock of the Company,
par value $0.0001 (the "Common Stock"), in connection with and pursuant to the
Second Amendment to the Employment Agreement, dated as of February 8, 2001,
between Consultant, GBI Capital Partners Inc. and the Company ("Resignation
Agreement"), and conditioned upon the Consultant's acceptance of the Option upon
the terms and conditions set forth in this Agreement and subject to the terms of
the Plan (capitalized terms used herein and not otherwise defined shall have the
meanings set forth in the Plan); and
WHEREAS, the Consultant desires to acquire the Option on the terms and
conditions set forth in this Agreement and subject to the terms of the Plan;
IT IS AGREED:
1. Grant of Stock Option. The Company hereby grants the Consultant the
Option to purchase all or any part of an aggregate of 100,000 shares of Common
Stock (the "Option Shares") on the terms and conditions set forth herein and
subject to the provisions of the Plan.
2. Non-Incentive Stock Option. The Option represented hereby is not
intended to qualify as an "Incentive Stock Option" under Section 422 of the
Internal Revenue Code of 1986, as amended.
3. Exercise Price. The exercise price of the Option shall be $3.05 per
share, subject to adjustment as hereinafter provided.
4. Exercisability. This Option shall be fully vested as of the date
hereof and shall remain exercisable from May 7, 2001 until the close of business
on May 7, 2011 (the "Exercise Period").
5. Withholding Tax. Not later than the date as of which an amount first
becomes includible in the gross income of the Consultant for Federal income tax
purposes with respect to the Option, the Consultant shall pay to the Company, or
make arrangements satisfactory to the Committee regarding the payment of, any
Federal, state and local taxes of any kind required by law to be withheld or
paid with respect to such amount. The obligations of the Company under the Plan
and pursuant to this Agreement shall be conditional upon such payment or
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CUSIP No. 50575Q 10 2 Page 8 of 15 Pages
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arrangements with the Company and the Company shall, to the extent permitted by
law, have the right to deduct any such taxes from any payment of any kind
otherwise due to the Consultant from the Company.
6. Adjustments. In the event of any reorganization, consolidation,
dividend (other than cash dividend), stock split, reverse stock split, or other
similar change in corporate structure affecting the number of issued shares of
Common Stock as a whole, the Company shall proportionally adjust the number and
kind of Option Shares and the exercise price of the Option in order to prevent
the dilution or enlargement of the Consultant's proportionate interest in the
Company and his rights hereunder, provided that the number of Option Shares
shall always be a whole number.
7. Method of Exercise.
7.1 Notice to the Company. The Option shall be exercised in whole or
in part by written notice in substantially the form attached hereto as Exhibit A
directed to the Company at its principal place of business accompanied by full
payment as hereinafter provided of the exercise price for the number of Option
Shares specified in the notice.
7.2 Delivery of Option Shares. The Company shall deliver a
certificate for the Option Shares to the Consultant as soon as practicable after
payment therefor.
7.3 Payment of Purchase Price.
7.3.1 Cash Payment. The Consultant shall make cash payments by
wire transfer, certified or bank check or personal check, in each case payable
to the order of the Company; the Company shall not be required to deliver
certificates for Option Shares until the Company has confirmed the receipt of
good and available funds in payment of the purchase price thereof.
7.3.2 Cashless Payment. At the election of the Consultant, the
purchase price for any or all of the Option Shares to be acquired may be paid
by: (i) the surrender of shares of Common Stock of the Company held by or for
the account of the Consultant with a "fair market value" equal to the purchase
price multiplied by the number of Option Shares to be purchased, or (ii) the
surrender of any exercisable but unexercised portion of the Option having a
"value" equal to the purchase price multiplied by the number of Option Shares to
be purchased. In either case, the fair market value of the surrendered shares or
the value of the options shall be determined as of the date of exercise as
follows: "Fair market value" of the Common Stock means, as of the exercise date:
(i) if the Common Stock is listed on a national securities exchange or quoted on
the Nasdaq National Market or Nasdaq SmallCap Market, the last sale price of the
Common Stock in the principal trading market for the Common Stock on the last
day trading day preceding such date, as reported by the exchange or Nasdaq, as
the case may be; (ii) if the Common Stock is not listed on a national securities
exchange or quoted on the Nasdaq National Market or Nasdaq SmallCap Market, but
is traded in the over-the-counter market, the closing bid price of the Common
Stock on the last trading day preceding such date for which such quotations are
reported by the National Quotation Bureau, Incorporated or similar publisher of
such quotations; and (iii) if the fair market value of the Common Stock cannot
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CUSIP No. 50575Q 10 2 Page 9 of 15 Pages
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be determined pursuant to clause (i) or (ii) above, such price as the Company
shall determine, in good faith. The "value" of a surrendered portion of the
Option means, as of the exercise date, an amount equal to the excess of the
total fair market value of the shares of Common Stock underlying the surrendered
portion of the Option (as determined in accordance with the immediately
preceding sentence) over the total purchase price of such shares of Common Stock
underlying the surrendered portion of the Option. The Company shall issue a
certificate or certificates evidencing the Option Shares as soon as practicable
after the notice and payment is received. The certificate or certificates
evidencing the Option Shares shall be registered in the name of the person or
persons so exercising the Option.
7.3.3 Payment Through Bank or Broker. At the election of the
Consultant, the Consultant may make arrangements satisfactory to the Company
with a Bank or broker who is member of the National Association of Securities
Dealers, Inc. to either (a) sell on the exercise date a sufficient number of the
Option Shares being purchased so that the net proceeds of the sale transaction
will at least equal the Exercise Price multiplied by the number of Option Shares
being purchased pursuant to such exercise, plus the amount of any applicable
withholding taxes and pursuant to which the bank or broker undertakes
irrevocably to deliver the full Exercise Price multiplied by the number of
Option Shares being purchased pursuant to such exercise, plus the amount of any
applicable withholding taxes to the Company on a date satisfactory to the
Company, but no later than the date on which the sale transaction would settle
in the ordinary course of business or (b) obtain a "margin commitment" from the
bank or broker pursuant to which the bank or broker undertakes irrevocably to
deliver the full Exercise Price multiplied by the number of Option Shares being
purchased pursuant to such exercise, plus the amount of any applicable
withholding taxes to the Company, immediately upon receipt of the Option Shares.
7.3.4 Payment Price of Withholding Tax. Any required withholding
tax may be paid in cash or with Common Stock in accordance with Sections 7.3.1.,
7.3.2. or 7.3.3
7.3.5 Exchange Act Compliance. Notwithstanding the foregoing,
the Company shall have the right to reject payment in the form of Common Stock
if in the opinion of counsel for the Company, (i) it could result in an event of
"recapture" under Section 16(b) of the Securities Exchange Act of 1934, as
amended ("Exchange Act"); (ii) such shares of Common Stock may not be sold or
transferred to the Company; or (iii) such transfer could create legal
difficulties for the Company.
8. Nonassignability. The Option shall not be assignable or transferable
except by will or by the laws of descent and distribution in the event of the
death of the Consultant. No transfer of the Option by the Consultant by will or
by the laws of descent and distribution shall be effective to bind the Company
unless the Company shall have been furnished with written notice thereof and a
copy of the will and such other evidence as the Company may deem necessary to
establish the validity of the transfer and the acceptance by the transferee or
transferees of the terms and conditions of the Option.
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CUSIP No. 50575Q 10 2 Page 10 of 15 Pages
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9. Company Representations. The Company hereby represents and warrants
to the Consultant that:
(1) the Company, by appropriate and all required action, is duly
authorized to enter into this Agreement and consummate all of the
transactions contemplated hereunder; and
(2) the Option Shares, when issued and delivered by the Company
to the Consultant in accordance with the terms and conditions hereof,
will be duly and validly issued and fully paid and non-assessable.
10. Consultant Representations. The Consultant hereby represents and
warrants to the Company that
(1) he is acquiring the Option and shall acquire the Option
Shares for his own account and not with a view towards the distribution
thereof;
(2) he has received a copy of all reports and documents required
to be filed by the Company with the Commission pursuant to the Exchange
Act within the last 24 months and all reports issued by the Company to
its stockholders;
(3) he understands that he must bear the economic risk of the
investment in the Option Shares, which cannot be sold by his unless they
are registered under the Securities Act of 1933 (the "1933 Act") or an
exemption therefrom is available thereunder and that the Company is
under no obligation to register the Option Shares for sale under the
1933 Act;
(4) in his position with the Company, he has had both the
opportunity to ask questions and receive answers from the officers and
directors of the Company and all persons acting on its behalf concerning
the terms and conditions of the offer made hereunder and to obtain any
additional information to the extent the Company possesses or may
possess such information or can acquire it without unreasonable effort
or expense necessary to verify the accuracy of the information obtained
pursuant to clause (ii) above;
(5) he is aware that the Company may place stop transfer orders
with its transfer agent against the transfer of the Option Shares in the
absence of registration under the 1933 Act or an exemption therefrom as
provided herein; and
(6) if, at the time of issuance of the Option Shares, the
issuance of such shares have not been registered under the 1933 Act, the
certificates evidencing the Option Shares may bear the following legend:
"The shares represented by this certificate have been acquired
for investment and have not been registered under the Securities
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CUSIP No. 50575Q 10 2 Page 11 of 15 Pages
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Act of 1933. The shares may not be sold or transferred in the
absence of such registration or an exemption therefrom under
said Act."
11. Restriction on Transfer of Option Shares. Anything in this Agreement
to the contrary notwithstanding, the Consultant hereby agrees that he shall not
sell, transfer by any means or otherwise dispose of the Option Shares acquired
by him without registration under the 1933 Act, or in the event that they are
not so registered, unless (i) an exemption from the 1933 Act registration
requirements is available thereunder, and (ii) the Consultant has furnished the
Company with notice of such proposed transfer and the Company's legal counsel,
in its reasonable opinion, shall deem such proposed transfer to be so exempt.
12. Miscellaneous.
12.1 Notices. All notices, requests, deliveries, payments, demands
and other communications which are required or permitted to be given under this
Agreement shall be in writing and shall be either delivered personally or sent
by registered or certified mail, or by private courier, return receipt
requested, postage prepaid to the Company at its principal executive office and
to the Consultant at his address set forth below, or to such other address as
either party shall have specified by notice in writing to the other. Notice
shall be deemed duly given hereunder when delivered or mailed as provided
herein.
12.2 Conflicts with Plan. This Agreement and the Option shall, in
all respects, be subject to the terms and conditions of the Plan, whether or not
stated herein. In the event of a conflict between the provisions of the Plan and
the provisions of this Agreement, the provisions of the Plan shall in all
respects be controlling.
12.3 Shareholder Rights. The Consultant shall not have any of the
rights of a shareholder with respect to the Option Shares until such shares have
been issued after the due exercise of the Option.
12.4 Waiver. The waiver by any party hereto of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of any
other or subsequent breach.
12.5 Entire Agreement. This Agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof. This
Agreement may not be amended except by writing executed by the Consultant and
the Company.
12.6 Binding Effect; Successors. This Agreement shall inure to the
benefit of and be binding upon the parties hereto and, to the extent not
prohibited herein, their respective heirs, successors, assigns and
representatives. Nothing in this Agreement, expressed or implied, is intended to
confer on any person other than the parties hereto and as provided above, their
respective heirs, successors, assigns and representatives any rights, remedies,
obligations or liabilities.
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CUSIP No. 50575Q 10 2 Page 12 of 15 Pages
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12.7 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York (without regard
to choice of law provisions).
12.8 Headings. The headings contained herein are for the sole
purpose of convenience of reference, and shall not in any way limit or affect
the meaning or interpretation of any of the terms or provisions of this
Agreement.
IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of
the day and year first above written.
Consultant: LADENBURG THALMANN FINANCIAL SERVICES INC.
/s/ David Thalheim By: /s/ Victor M. Rivas
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David Thalheim Victor M. Rivas, President
Address of Consultant: Address of Company
6 Trusdale Drive 1055 Stewart Avenue
Old Westbury, NY 11568 Bethpage, New York 11714
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CUSIP No. 50575Q 10 2 Page 13 of 15 Pages
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FORM OF NOTICE OF EXERCISE OF OPTION
-----------------------
DATE
Ladenburg Thalmann Financial Services Inc.
1055 Stewart Avenue
Bethpage, NY 11714
Attention: Stock Option Committee of Board of Directors
Re: Purchase of Option Shares
Gentlemen:
In accordance with my Stock Option Agreement dated as of May 7, 2001
("Agreement") with Ladenburg Thalmann Financial Services Inc. (the "Company"), I
hereby irrevocably elect to exercise the right to purchase _________ shares of
the Company's common stock ("Common Stock"), which are being purchased for
investment and not for resale.
As payment for my shares, enclosed is (check and complete applicable
box[es]):
|_| a [personal check] [certified check] [bank check] payable to the
order of "Ladenburg Thalmann Financial Services Inc." in the sum
of $_________;
|_| confirmation of wire transfer in the amount of $_____________;
and/or
|_| certificate for ____ shares of the Company's Common Stock, free
and clear of any encumbrances, duly endorsed, having a Fair
Market Value (as such term is defined in the Agreement) of
$---------.
|_| I hereby surrender that portion of the unexercised, but
exercisable, portion of the Option having a value equal to the
purchase price multiplied by the number of shares of Common
Stock being purchased hereunder, to wit: the Option to purchase
_____ Option Shares.
|_| through broker payment as provided in Section 7.3.3 (see broker
letter attached)
I hereby represent, warrant to, and agree with, the Company that
(i) I am acquiring the Option Shares for my own account and not with a
view towards the distribution thereof;
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CUSIP No. 50575Q 10 2 Page 14 of 15 Pages
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(ii) I have received a copy of the Plan and all reports and documents
required to be filed by the Company with the Commission pursuant to the Exchange
Act within the last 24 months and all reports issued by the Company to its
stockholders;
(iii) I understand that I must bear the economic risk of the investment
in the Option Shares, which cannot be sold by me unless they are registered
under the Securities Act of 1933 (the "1933 Act") or an exemption therefrom is
available thereunder and that the Company is under no obligation to register the
Option Shares for sale under the 1933 Act;
(iv) I understand I am subject to the Company's Insider Trading Policy
and have received a copy of such policy as of the date of this Agreement;
(v) I agree that I will not sell, transfer by any means or otherwise
dispose of the Option Shares acquired by me hereby except in accordance with
Company's policy, if any, regarding the sale and disposition of securities owned
by employees and/or directors of the Company;
(vi) in my position with the Company, I have had both the opportunity to
ask questions and receive answers from the officers and directors of the Company
and all persons acting on its behalf concerning the terms and conditions of the
offer made hereunder and to obtain any additional information to the extent the
Company possesses or may possess such information or can acquire it without
unreasonable effort or expense necessary to verify the accuracy of the
information obtained pursuant to clause (ii) above;
(vii) I am aware that the Company shall place stop transfer orders with
its transfer agent against the transfer of the Option Shares in the absence of
registration under the 1933 Act or an exemption therefrom as provided herein;
(viii) in my rights with respect to the Option Shares shall, in all
respects, be subject to the terms and conditions of this Company's 1999
Performance Equity Plan and this Agreement; and
(ix) the certificates evidencing the Option Shares shall bear the
following legend:
"The shares represented by this certificate have been acquired
for investment and have not been registered under the Securities
Act of 1933. The shares may not be sold or transferred in the
absence of such registration or an exemption therefrom under
said Act."
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CUSIP No. 50575Q 10 2 Page 15 of 15 Pages
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Kindly forward to me my certificate at your earliest convenience.
Very truly yours,
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(Signature) (Address)
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(Print Name) (Address)
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(Social Security Number)