As filed with the Securities and Exchange Commission on November __, 1998
Securities Act Registration No. 333-
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SDC INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-2583767
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification number)
3045 N. Federal Highway, Ft. Lauderdale, FL 33306
(Address of principal executive offices) (Zip Code)
SDC INTERNATIONAL, INC. 1998 NON-QUALIFIED STOCK OPTION PLAN
(Full Title of the Plan)
Ronald A. Adams Copies to:
Chairman & Chief Executive Officer Andrew Hulsh, Esquire
SDC INTERNATIONAL, INC. Baker & McKenzie
3045 N. Federal Highway 200 Brickell Ave, 19th Floor
Ft. Lauderdale, FL 33306 Miami, FL 33131
(Name & address of agent for service)
(305) 789-8900
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of securities Amount Proposed Proposed
To be registered to be Maximum Maximum Amount of
Proposed Registered Offering Price Aggregate Registration
Per Share Offering Price Fee
$0.001 par value 500,000 shares $ 2.50 $1,250,000 $347.50
* Estimated for calculation of registration fee only, pursuant to Rule
457(h)(1), calculated on the basis of the book value of the Company, as
included in the Company's Form 10-QSB for the three month period ended June
30, 1998, as filed with the Securities and Exchange Commission.
In addition, pursuant to Rule 416(c) promulgated under the Securities Act of
1933, this Registration Statement covers an indeterminate amount of interests
to be offered or sold pursuant to the SDC INTERNATIONAL, INC. 1998
Nonqualified Stock Option Plan described herein.
This Form S-8 consists of 5 pages.
Exhibits are indexed beginning at page 5.
PART II. INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated into this Registration Statement by
reference:
(1) The Company's latest Annual Report on Form 10-KSB for the fiscal
year ended August↕31, 1997, (the "Annual Report"), filed pursuant to
Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act");
(2) All other reports filed by the registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by
the Annual Report referred to in (1), above.
(3) A description of the registrant's common stock and related
matters included in the registrant's registration statement on Form 10-SB
filed under the Exchange Act (file no. 000-27520).
All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
to this Registration Statement which indicates that all securities offered by
this Registration Statement have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference into
this Registration Statement and to be a part hereof from the date of filing of
such documents.
Any statement contained in a document incorporated or deemed to be
incorporated herein by reference 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 other subsequently filed document which also is or
is deemed to be incorporated herein by reference modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
Not Applicable.
Item 5 Interest to Named experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Florida law and the registrant's Articles of Incorporation authorize the
registrant to indemnify the Company's directors, officers, employees and
agents. In addition, the registrant's Articles and Florida law presently
limits the personal liability of corporate directors for monetary damages,
except where the
1
directors (i) breach their fiduciary duties, and (ii) such breach constitutes
or includes certain violations of criminal law, a transaction from which the
directors derived an improper personal benefit, certain unlawful distributions
or certain other reckless, wanton or willful acts or misconduct.
At present, there is no pending litigation or proceeding involving a
director or officer of the registrant as to which indemnification is being
sought, nor is the registrant aware of any threatened litigation that may
result in claims for indemnification by any officer or director.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following is a complete list of exhibits filed as a part of this
Registration Statement and which are incorporated herein.
Exhibit No.
4.2 SDC INTERNATIONAL, INC. 1998 Nonqualified Stock Option Plan
5.1 Opinion of Baker & McKenzie, regarding legality of the securities
covered by this Registration Statement.
23.1 Consent of Baker & McKenzie, counsel for the Company, to the use
of his opinion with respect to the legality of the securities covered by this
Registration Statement and to the references to such counsel in this
Registration Statement is contained in such opinion filed as Exhibit 5.1 to
this Registration Statement.
23.2 Consent of Scarano & Tomaro, independent auditors.
Item 9. Undertakings
(a) 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 of 1933 (the "Act");
(ii) 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 thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume
2
of securities offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective Registration Statement.
(iii) 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 the registration
statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall 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.
(2) 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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) 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.
(c) 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 Securities and Exchange Commission
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.
3
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 Ft. Lauderdale, State of Florida, on
November 27, 1998.
SDC INTERNATIONAL, INC.
By: /s/ Ronald A. Adams
Ronald A. Adams, Chairman
Chief Executive Officer
And Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Signatures and Capacities:
November 27, 1998 /s/ Ronald A. Adams
Ronald A. Adams, Chairman, Chief
Executive Officer,
Chief Financial Officer
and Director
November 27, 1998 /s/ H.S. Green Jr.
H.S. Green, Jr., Secretary and
Director
Pursuant to the requirements of the Securities Act of 1933, the Plan
Administrator has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Ft.
Lauderdale, State of Florida on November 27, 1998.
SDC INTERNATIONAL, INC. 1998
NONQUALIFIED STOCK OPTION PLAN
By: /s/ Ronald A. Adams
Ronald A. Adams,
Plan Administrator
4
EXHIBIT INDEX
The following is a complete list of exhibits filed as a part of this
Registration Statement and which are incorporated herein.
Exhibit No. Page
4.2 SDC INTERNATIONAL, INC. 1998 Nonqualified 6
Stock Option Plan
5.1 Opinion of Baker & McKenzie regarding legality 13
of the securities covered by this Registration
statement.
24.3 Consent of Baker & McKenzie, legal counsel 15
for the Company, to the his opinion with respect
to the legality of the securities covered by
this Registration Statement and to the
references to such counsel in this Registration
Statement is contained in such opinion filed as
Exhibit 5.1 to this Registration Statement.
-
24.4 Consent of Scarano & Tomaro, independent 16
auditors.
5
SDC INTERNATIONAL, INC.
-------------------------------------
EXHIBIT 4.2
-------------------------------------
SDC INTERNATIONAL, INC.
1998 NON-QUALIFIED STOCK OPTION PLAN
-------------------------------------
6
SDC INTERNATIONAL, INC.
1998 NON-QUALIFIED STOCK OPTION PLAN
1. Purpose. The purpose of this Stock Option Plan (the "Plan") is to
advance the interests of the SDC INTERNATIONAL, INC., a Delaware
corporation ("SDC") and any Subsidiaries, as hereinafter defined of SDC (SDC
and Subsidiaries collectively referred to as the "Corporation"), by providing
an additional incentive to attract and retain qualified and competent persons
who are key employees, consultants, representatives, officers and directors of
the Corporation upon whose efforts and judgment the success of the Corporation
is largely dependent, and to provide an incentive for other Companies to enter
into a Consulting Agreement with the Corporation, through the encouragement of
stock ownership in the Corporation, by such persons. Subsidiary shall mean
any corporation (other than the Corporation) in an unbroken chain of
corporations beginning with the Corporation if, at the time the Option is
granted, each of the corporations other than the last corporation in the
unbroken chain owns 50% or more of the total combined voting power of all
classes of stock in one of the other corporations in such chain.
2. Grant of Options; Generally. In accordance with the provisions
hereinafter set forth in this Plan, the Board of Directors (the "Board") or
the Stock Option Committee (the "Stock Option Committee") of the Corporation
is hereby authorized to issue from time to time on the Corporation's behalf to
any one or more Eligible Persons, as hereinafter defined, non-qualified stock
(Options) options to acquire shares of the Corporation's $.001 par value Common
Stock (the "Stock").
3. Amount of Stock. The aggregate number of shares of Stock which may be
purchased pursuant to the exercise of Options shall be 500,000 shares. If an
Option ceases to be exercisable, in whole or in part, the shares of Stock
underlying such Option shall continue to be available under this Plan.
Further, if shares of Stock are delivered to the Corporation as payment for
shares of Stock purchased by the exercise of an Option granted under this
Plan, such shares of Stock shall also be available under this Plan. If there
is any change in the number of shares of Stock on account of the declaration
of stock dividends, recapitalization resulting in stock split-ups, or
combinations or exchanges of shares Stock, or otherwise, the number of shares
of Stock available for purchase upon the exercise of Options, the shares of
Stock subject to any Option and the exercise price of any outstanding Option
shall be appropriately adjusted by the Board or the Stock Option Committee.
The Board or the Stock Option Committee shall give notice of any adjustments
to each Eligible Person granted an Option under this Plan, and such
adjustments shall be effective and binding on all Eligible Persons. If
because of one or more recapitalizations, reorganizations or other corporate
events, the holders of outstanding Stock receive something other than shares
of Stock then, upon exercise of an Option, the Eligible Person will receive
what the holder would have owned if the holder had exercised the Option
immediately before the first such corporate event and not dispose of anything
the holder received as a result of the corporate event.
7
4. Eligible Persons. An Eligible Person means (i) any individual who is
employed by the Corporation, (ii) any director of the Corporation or any
Subsidiary of the Corporation, (iii) any consultant or representative of the
Corporation or any Subsidiary of the Corporation, or (iv) any Company that is
a party to a Consulting Agreement with the Corporation.
5. Grant of Options. The Board or the Stock Option Committee has the right
to issue the Options established by this Plan to Eligible Persons. The Board
or the Stock Option Committee shall follow the procedures prescribed for it
elsewhere in this Plan. A grant of Options shall be set forth in writing
signed on behalf of the Corporation or by a majority of the members of the
Stock Option Committee. The writing shall the terms which govern the Option.
The terms shall be determined by the Board or the Stock Committee, and may
include, among other terms, the number of shares of Stock that may be acquired
pursuant to the exercise of the Options, when the Options may be exercised,
the period for which the Option is granted and including the expiration date,
the effect on the Options if the Eligible Person terminates employment and
whether the Eligible Person may deliver shares of Stock or property to pay for
the shares of Stock to be purchased by the exercise of the Option. However,
no term shall be set forth in the writing which is inconsistent with any of
the terms of this Plan. The terms of an Option granted to an Eligible Person
may differ from the terms of an Option granted to another Eligible Person, and
may differ from the terms of an earlier Option granted to the same Eligible
Person.
6. Option Price. The Option price per share shall be determined by the
Board or the Stock Option Committee at the time any Option is granted, and may
be less than fair market value of the Corporation's shares of Common Stock.
Fair market value as used herein shall be:
a) If shares of Stock shall be traded on an exchange or
over-the-counter market, the mean between the high and low sales prices of
Stock on such exchange or over-the-counter market on which such shares shall
be traded on that date, or if such exchanges or over-the-counter market is
closed or if no shares shall have traded on such a date, on the last preceding
date on which such shares shall have traded.
b) If shares of Stock shall not be traded on an exchange or
over-the-counter market, the value as determined by a recognized appraiser as
selected by the Board or the Stock Option Committee.
7. Purchase of Shares.
(a) An Option shall be exercised by the tender to the Corporation
of the full purchase price of the Stock with respect to which the Option is
exercised and written notice of the exercise. The purchase price of the Stock
shall be in United States dollars, payable in cash or by check, in property,
the Corporation stock, or cashless exercise if so permitted by the Board or
the Stock Option Committee in accordance with the discretion granted in
Paragraph 6 hereof, having a value equal to such purchase price.
(b) The Corporation shall not be required to issue or deliver any
certificates for shares of Stock purchased upon the exercise of an Option
prior to (i) If requested by the Corporation, the filing
8
with the Corporation by the Eligible Person of a representation in writing
that it is the Eligible Person's then present intention to acquire the Stock
being purchased for investment and not for resale, and/or (ii) the completion
of any registration, exemption or other qualification of such shares under any
securities, governmental or regulatory body, which the Corporation shall
determine to be necessary or advisable.
8. Stock Option Committee. The Stock Option Committee may be appointed from
time to time by the Corporation's Board of Directors. The Board may from time
to time remove members from or add members to the Stock Option Committee. The
Stock Option Committee shall be constituted so as to permit the Plan to comply
in all respects with the provisions set forth in Paragraph 21 herein. The
Board shall appoint a member of the Stock Option Committee to act as its
chairman. The Stock Option Committee shall hold its meetings at such times
and places as its chairman shall determine. A majority of the Stock Option
Committee's Members present in person shall constitute a quorum for the
transaction of business. All determinations of the Stock Option Committee
will be made by the majority vote of the members constituting the quorum. The
members may participate in a meeting of the Stock Option Committee by
conference telephone or similar communications equipment by means of which all
members participating in the meeting can hear each other. Participating in a
meeting in that manner will constitute presence in persons at the meeting.
Any decision or determination reduced to writing and signed by all members of
the Stock Option Committee will be effective as if it had been made by a
majority vote of all members of the Stock Option Committee at a meeting which
is duly called and held.
9. Administration of Plan. In addition to granting Options and to
exercising the authority granted to it elsewhere in this Plan, the Board or
the Stock Option Committee is granted the full right and authority to
interpret and construe the provisions of this Plan, promulgate, amend and
rescind rules and procedures relating to the implementation of the Plan and
to make all other determinations necessary or advisable for the administration
of the Plan. All determinations made by the Board or the Stock Option
Committee shall be final, binding and conclusive on all persons including the
Eligible Person, the Corporation and its stockholders, employees, officers and
directors and consultants. No member of the Board or the Stock Option
Committee will be liable for any act or omission in connection with the
administration of this Plan unless it is attributable to that member's willful
misconduct.
10. Determination of Value and Fair Market Value. In grating Options under
this Plan, the Board or the Stock Option Committee shall make a good faith
determination as to the value and fair market value of the Stock at this time
of granting the Option.
11. Restrictions on Issuance of Stock. The Corporation shall not be
obligated to sell or issue any shares of Stock pursuant to the exercise of an
Option unless the Stock with respect to which the Option is being exercised is
at that time effectively registered or exempt from registration under the
Securities Act of 1933, as amended, and any other applicable laws, rules and
regulations. The Corporation may condition the exercise of an Option granted
in accordance herewith upon receipt from the Eligible Person, or any other
purchaser
9
thereof, of a written representation that at the time of such exercise it is
his or her then present intention to acquire the shares of Stock for
investment and not with a view to, or for sale in connection with, any
distribution thereof; except that, in the case of a legal representative of an
Eligible Person, distribution shall be defined to exclude distribution by will
or under the laws of descent and distribution. Prior to issuing any shares of
Stock pursuant to the exercise of an Option, the Corporation shall take such
steps as it deems necessary to satisfy any withholding tax obligations imposed
upon it by any level of government.
12. Exercise in the Event of Death or Termination of Employment.
(a) If an optionee shall die (i) while an employee of the Corporation
or a Subsidiary or (ii) after termination of his employment with the
Corporation or a Subsidiary because of his disability, or retirement or
otherwise, his Options may be exercised, to the extent that the optionee shall
have been entitled to do so on the date of his death or such termination of
employment, by the person or persons to whom the optionee's right under the
Option pass by will or applicable law, or if no such person has such right, by
his executors or administrators, at any time, or from time to time. In the
event of termination of employment because of death while an employee, his
Options may be exercised not later than the expiration date specified in
Paragraph 5 or six months after the optionee's death, whichever date is
earlier, or in the event of termination of employment because of retirement or
otherwise, no later than the expiration date specified in Paragraph 5 hereof
or ninety (90) days after the optionee's death, whichever date is earlier.
(b) If an optionee's employment by the Corporation or a Subsidiary
shall terminate because of his disability and such optionee has not died within
the following three months, he may exercise his Options, to the extent that he
shall have been entitled to do so at the date of the termination of his
employment, at any time, or from time to time, but no later than the
expiration date specified in Paragraph 5 hereof or six months after
termination of employment, whichever date is earlier.
(c) If an optionee's employment shall terminate with the consent of
the Board or the Stock Option Committee or involuntarily other than by
termination for cause, and such optionee has not died within the following
three months, he may exercise his Option to the extent he shall have been
entitled to do so at the date of the termination (as described in this
Paragraph) of his employment, at any time and from to time, but not later than
the expiration date specified in Paragraph 5 hereof or thirty (30) Days after
termination of employment, whichever date is earlier. For purposes of this
Paragraph 12, termination for cause shall mean termination of employment by
reason of the optionee's commission of a felony, fraud or willful misconduct
which has resulted, or is likely to result, in substantial and material damage
to the Corporation or a Subsidiary, all as the Board or the Stock Option
Committee in its sole discretion may determine.
10
(d) If an optionee's employment shall terminate for any reason other
than death, disability, retirement or otherwise as set forth in Paragraphs
13(a)-(c) hereof, all right to exercise his Options shall terminate on the
date of such termination of employment.
13. Exercise in the Event of Termination of Consulting Agreement. If an
optionee is granted options under a Consulting Agreement and that Consulting
Agreement is terminated, the optionee's Options may be exercised, to the
extent that the optionee shall have been entitled to do so, on the date of
termination. All right to exercise the optionee's Options shall be terminated
on the day following the termination of the Consulting Agreement.
14. Corporate Events. In the event of the proposed dissolution or liquidation
of the Corporation, a proposed sale of all or substantially all of the assets
of the Corporation, a merger or tender for the Corporation's shares of Common
Stock, the Board of Directors may declare that each Option granted under this
Plan shall terminate as of a date to be fixed by the Board of Directors;
provided that not less than thirty (30) days written notice of the date so
fixed shall be given to each Eligible Person holding an Option, and each such
Eligible Person shall have the right, during the period of thirty (30) days
preceding such termination, to exercise his Option as to all or any part of
the shares of Stock covered thereby, including shares of Stock as to which
such Option would not otherwise be exercisable. Nothing set forth herein
shall extend the term set for purchasing the shares of Stock set forth in the
Option.
15. No Guarantee of Employment. Nothing in this Plan or in any writing
granting an Option will confer upon any Eligible Person the right to continue
in the employ of the Eligible Person's employer, or will interfere with or
restrict in any way the right of the Eligible Person's employer to discharge
such Eligible Person at any time for any reason whatsoever, with or without
cause.
16. Non-transferability. No Option granted under the Plan shall be
transferable except by will and the laws of interstate. During the lifetime
of the optionee, an Option shall be exercisable only by the holder thereof.
17. No Rights as Stockholder. No optionee shall have any rights as a
stockholder with respect to any shares subject to his Option prior to the date
of issuance to him of a certificate or certificates for such shares.
18. Amendment and Discontinuance of Plan. The Corporation's Board of
Directors may amend, suspend or discontinue this Plan at any time. However,
no such action may prejudice the rights of any Eligible Person who has prior
thereto been granted Options under this Plan. The Board of Directors may
modify the Plan, as necessary, to effectuate the intent of the Plan as a
result of any changes in the tax, accounting or securities laws treatment
of Eligible Persons and the Plan.
19. Compliance With Other Laws and Regulations. The Plan, the grant and
exercise of Options thereunder, and the obligation of the Corporation to sell
and deliver Stock under such options, shall be subject to all applicable
federal and state laws, rules, and regulations and to such approvals by an
government or regulatory agency as may be required. The Corporation shall not
be required to issue or deliver any
11
certificates for shares of Stock prior to(a) the listing of such shares on
any stock exchange or over-the-counter market on which the Stock may then be
listed and (b) the completion of any registration or qualification of such
shares under any federal or state law, or any ruling or regulation of any
government body which the Corporation shall, in its sole discretion, determine
to be necessary or advisable. Moreover, no Option may be exercised if its
exercise or the receipt of Stock pursuant thereto would be contrary to
applicable laws.
20. Name. The Plan shall be known as the SDC INTERNATIONAL, INC., 1998
Non-Qualified Stock Option Plan.
21. Notices. Any notice hereunder shall be in writing and sent by certified
mail, return receipt requested or by facsimile transmission (with electronic
or written confirmation of receipt) and when addressed to the Corporation or
the Committee shall be sent to it at its office, 3045 N. Federal Highway, Ft.
Lauderdale, FL 33306, subject to the right of either party to designate at
any time hereafter in writing some other address, facsimile number or person
to whose attention such notice shall be sent.
22. Headings. The headings preceding the text of Sections and subparagraphs
hereof are inserted solely for convenience of reference, and shall not
constitute a part of this Plan nor shall they affect its meaning, construction
or effect.
23. Effective Date. This Plan, the SDC INTERNATIONAL, INC., 1998
Non-Qualified Stock Option Plan, was adopted by the Board of Directors of the
Corporation on October 29, 1998. The effective date of the Plan shall be the
same date.
Dated as of October 29, 1998.
SDC INTERNATIONAL, INC.
By: /s/Ronald A. Adams
Ronald A. Adams, Chairman
12
SDC INTERNATIONAL, INC.
----------------------------------
EXHIBIT 5.1
----------------------------------
OPINION AND CONSENT OF BAKER & MCKENZIE
-----------------------------------
13
November 6, 1998
SDC International, Inc.
3045 N. Federal Highway
Ft. Lauderdale, Florida 33306
Re: Registration Statement on Form S◂8
Ladies and Gentlemen:
On the date hereof, SDC International., Inc., a Florida corporation (the
"Company"), sent for filing with the Securities and Exchange Commission a
Registration Statement on Form S-8 (the "Registration Statement"), under the
Securities Act of 1933, as amended (the "Act"). The Registration Statement
relates to the offering and sale by the Company of up to 500,000 shares of the
Company's Common Stock, par value $.001 per share (the "Common Stock"),
pursuant to stock options ("Options") granted or to be granted under the
Company's 1998 Non-qualified Stock Option Plan (the "Plan"). We have acted as
counsel to the Company in connection with the preparation and filing of the
Registration Statement.
In connection therewith, we have examined and relied upon the original or
a copy, certified to our satisfaction, of (i) the Articles of Incorporation
and Bylaws of the Company; (ii) records of corporate proceedings of the
Company authorizing the Plan and preparation of the Registration Statement and
related matters; (iii) the Registration Statement and exhibits thereto; and
(iv) such other documents and instruments as we have deemed necessary for the
expression of the opinions herein contained. In making the foregoing
examinations, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals, and the conformity
to original documents of all documents submitted to us as certified or
photostatic copies. As to various questions of fact material to this opinion,
we have relied, to the extent we deem reasonably appropriate, upon
representations or certificates of officers or directors of the Company and
upon documents, records and instruments furnished to us by the Company,
without independently checking or verifying the accuracy of such documents,
records and instruments.
Based upon the foregoing examination, we are of the opinion that the
Company presently has available at least 500,000 shares of authorized and
unissued Common Stock from which the 500,000 shares of Common Stock proposed
to be sold pursuant to the exercise of Options granted under the Plan may be
issued. In addition, assuming that the Company maintains an adequate number
of authorized but unissued shares of Common Stock available for issuance to
those persons who choose to exercise their Options, and that the consideration
for the underlying shares of Common Stock
14
issued pursuant to the Options is actually received by the Company as provided
in the Plan, we are of the opinion that the shares of Common Stock issued
pursuant to the exercise of Options granted under and in accordance with the
terms of the Plan will be duly and validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we come
within the category of persons whose consent is required by Section 7 of the
Act or the rules and regulations of the Commission thereunder.
Sincerely,
BAKER & MCKENZIE
15
SDC INTERNATIONAL, INC.
-----------------------------------
EXHIBIT 24.4
-----------------------------------
CONSENT OF SCARANO & TOMARO
-----------------------------------
16
SCARANO & TOMARO, P.C. 125 Michael Drive, Suite 101
Certified Public Accountants Syossett, New York 11791
& Consultants 516-364-0300 Fax: 516-364-3003
Member of the SEC Practice
Section, AICPA Division for
CPA Firms
SDC International, Inc.
3045 N. Federal Highway
Ft. Lauderdale, FL 33306
As independent certified public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form S-8 of our
report dated December 5, 1997 appearing in SDC International, Inc.'s Annual
Report on Form 10-KSB for the year ended August 31, 1997.
/s/Scarano & Tomaro, P.C.
Scarano & Tomaro, P.C.
Syossett, New York
November 4, 1998