As filed with the Securities and Exchange Commission on June 18, 1996
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8 and FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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UNITED TRANSNET, INC.
(Exact name of issuer as specified in its charter)
Delaware 58-2198204
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1080 Holcomb Bridge Road, Building 200, Suite 140
Roswell, Georgia 30076
(770) 518-1180
(Address of Principal Executive Offices including zip code)
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United TransNet, Inc. 1996 Stock and Option Plan for Non-Employee Directors
United TransNet, Inc. 1995 Stock Incentive Plan
Stock Option Agreements with Various Employees Relating
to an Aggregate of 216,110 shares of United TransNet, Inc. Common Stock
(Full titles of the plans)
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Philip A. Belyew, Chairman
United TransNet, Inc.
1080 Holcomb Bridge Road, Building 200, Suite 140
Roswell, Georgia 30076
(770) 518-1180
(Name, address and telephone number of agent for service)
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Copy to:
Martha Juelich Gordon, Esq.
Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts 02109
(617) 338-2800
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Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.
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If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|
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CALCULATION OF REGISTRATION FEE
Title of Securities Amount Proposed Maximum Proposed Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered(1) Per Share(2) Offering Price(2) Fee
<S> <C> <C> <C> <C>
Common Stock, par 891,110 $26.125 $14,455,927.54 $4,984.80
value $.001 per share
<FN>
(1) Includes an indeterminate number of shares of United TransNet, Inc. Common
Stock that may be issuable by reason of stock splits, stock dividends or similar
transactions.
(2) Based upon the exercise price, per share and in the aggregate,
of the 219,997 options granted pursuant to the United TransNet, Inc. 1995 Stock
Incentive Plan and thirty-nine (39) separate Stock Option Agreements. Such
exercise prices range from $2.06 to $26.125 per share. The exercise price of
such shares was determined on the date options were granted with respect to such
shares. The offering price with respect to the remaining 405,003 shares issuable
under the United TransNet, Inc. 1995 Stock Incentive Plan and the 50,000 shares
issuable under the United TransNet, Inc. 1996 Stock and Option Plan for
Non-Employee Directors has been estimated solely for the purpose of calculating
the amount of the registration fee in accordance with Rules 457(c) and 457(h)
under the Securities Act of 1993, as amended. The average of the high and low
prices reported on Wednesday, June 12, 1996 on the New York Stock Exchange was
$20.6875.
</FN>
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UNITED TRANSNET, INC.
CROSS REFERENCE SHEET
Pursuant to Item 501(b) of Regulation S-K
Item
No. Description in Form S-3 Caption or Location in Prospectus
<S> <C> <C>
1. Forepart of the Registration
Statement and Outside Front
Cover Page of Prospectus............... Forepart and Outside Front Cover Page
2. Inside Front and Outside Back Cover
Pages of Prospectus...................... Inside Front Cover Page; Available
Information; Incorporation of Certain
Documents by Reference
3. Summary Information, Risk
Factors and Ratio of
Earnings to Fixed Charges.............. Risk Factors
4. Use of Proceeds........................... Not applicable - See Cover Page of
Prospectus
5. Determination of Offering Price....... Outside Cover Page
6. Dilution..................................... Not applicable
7. Selling Security Holders................. Selling Stockholders
8. Plan of Distribution...................... Plan of Distribution
9. Description of Securities
to be Registered........................... Not applicable
10. Interests of Named Experts
and Counsel................................ Legal Matters
11. Material Changes......................... Not applicable
12. Incorporation of Certain Incorporation of Certain Documents by
Information by Reference............... Reference
13. Disclosure of Commission
Position on Indemnification for
Securities Act Liabilities................. Not applicable
</TABLE>
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EXPLANATORY NOTE
This Registration Statement contains two parts. The first part contains
a Reoffer Prospectus ("Prospectus") prepared in accordance with the requirements
of Part I of Form S- 3 (in accordance with Section C of the General Instructions
to Form S-8) which covers reoffers and resales by "affiliates" (as that term is
defined in Rule 405 of the General Rules and Regulations under the Securities
Act of 1933, as amended (as amended, the "Securities Act")) of shares of Common
Stock, par value $.001 per share ("Common Stock"), of United TransNet, Inc. (the
"Company") which will be or have been issued to directors, key employees and
consultants pursuant to the exercise of options granted to employees pursuant to
the United TransNet, Inc. 1995 Stock Incentive Plan, as amended (the "1995
Plan"), the United TransNet, Inc. 1996 Stock and Option Plan for Non-Employee
Directors (the "1996 Plan," collectively, together with the 1995 Plan, the
"Plans") and certain separate stock option agreements (the "Stock Option
Agreements"). The Form S-3 Prospectus filed herewith may be utilized for
reofferings and resales of registered shares of Common Stock, par value $.001
per share, of the Company which may be issued in the future upon the exercise of
options granted under the Plans. The second part contains "Information Required
in the Registration Statement" pursuant to Part II of Form S-8 and Form S-3.
Pursuant to the Note to Part I of Form S-8, the information with respect to the
Plans specified by Part I is not filed with the Securities and Exchange
Commission (the "Commission"), but a document containing such information has
been sent or given to each person eligible to participate in each of the Plans
as specified by Rule 428(b)(1) under the Securities Act.
Because the Company, at the time of the filing of the Prospectus, did
not satisfy the requirements for use of Form S-3, the amount of securities to be
reoffered or resold by means of the Prospectus, by each person, and any other
person with whom he or she is acting in concert for the purpose of selling
securities of the Company, may not exceed, during any three-month period, the
amount specified in Rule 144(e) under the Securities Act.
<PAGE>
PROSPECTUS
S-3 Reoffer Prospectus dated June 18, 1996
UNITED TRANSNET, INC.
625,000 Shares of Common Stock
Issuable under the United TransNet, Inc. 1995 Stock Incentive Plan
50,000 Shares of Common Stock
Issuable under the United TransNet, Inc. Stock and Option Plan
for Non-Employee Directors
216,110 Shares of Common Stock
Issuable upon the exercise of options granted pursuant to certain Stock
Option Agreements
This Reoffer Prospectus (this "Prospectus") is being used in connection
with the offering from time to time by certain stockholders (the "Selling
Stockholders") of United TransNet, Inc. (the "Company"), of shares of Common
Stock, par value $.001 per share ("Common Stock"), of the Company which may be
acquired upon the exercise of stock options granted pursuant to the United
TransNet, Inc. 1995 Stock Incentive Plan (the "1995 Plan"), the exercise of
stock options granted pursuant to the United TransNet, Inc. 1996 Stock and
Option Plan for Non-Employee Directors (the "1996 Plan", collectively, together
with the 1995 Plan, the "Plans") or upon the exercise of stock options granted
pursuant to certain Stock Option Agreements (the "Stock Option Agreements").
Options or shares of Common Stock may be issued under either of the Plans in
amounts and to persons not presently known by the Company; when known, such
persons, their holdings of Common Stock and certain other information may be
included in a subsequent version of this Prospectus. The Company will receive no
proceeds from the sale by the Selling Stockholders of the shares of Common
Stock.
The Common Stock issuable upon exercise of the options covered by the
Plans and the Stock Option Agreements (collectively, the "Shares") may be sold
from time to time by the Selling Stockholders or by pledgees, donees,
transferees or other successors in interest. Such sales may be made on the New
York Stock Exchange (the "NYSE") at prices and at terms then prevailing or at
prices related to the then current market price, or in negotiated transactions.
All discounts, commissions or fees incurred in connection with the sale of the
Shares offered hereby will be paid by the Selling Stockholders or by the
purchasers of the Shares, except that the expenses of preparing and filing this
Prospectus and the related Registration Statement with the Securities and
Exchange Commission (the "Commission"), and of registering or qualifying the
Shares will be paid by the Company.
The Selling Stockholders and any broker executing selling orders on
behalf of the Selling Stockholders may be deemed to be an "underwriter" within
the meaning of the Securities Act of 1933 (the "Securities Act"), in which event
any commission received by such broker may be deemed to be underwriting
commissions under the Securities Act.
The Shares of the Company are listed on the NYSE under the symbol "UT."
The closing price of the Company's Shares as reported on the NYSE on June 12,
1996 was $20.6875.
See "Risk Factors" beginning on page 6 for a discussion of certain
factors that should be considered by prospective purchasers of the Common Stock
offered hereby.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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TABLE OF CONTENTS
Section Page
Additional Information.................................................. 2
Incorporation of Certain Documents by Reference......................... 3
Risk Factors............................................................ 5
The Company............................................................. 9
Selling Stockholders.................................................... 9
Plan of Distribution.................................................... 11
Legal Matters........................................................... 12
Experts................................................................. 12
Indemnification of Directors and Officers............................... 12
No person is authorized to give any information or to make any
representation, other than as contained herein, in connection with the offering
described in this Prospectus, and any information or representation not
contained herein must not be relied upon as having been authorized by the
Company or the Selling Stockholders. This Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy any securities offered hereby
in any jurisdiction in which it is not lawful or to any person to whom it is not
lawful to make any such offer or solicitation. Neither the delivery of this
Prospectus nor any sale made hereunder shall under any circumstances, create any
implication that information herein is correct as of any time subsequent to the
date hereof.
ADDITIONAL INFORMATION
The Company is subject to the information requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information may be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza Building,
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and its Regional
Offices located at 7 World Trade Center, 13th Floor, New York, New York 10048;
and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511. Copies of such materials may be obtained from the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates.
The Common Stock is listed on the New York Stock Exchange. Reports,
proxy statements and other information concerning the Company can be inspected
at the offices of the New York Stock Exchange, 20 Broad Street, New York, New
York 10005.
In addition, the Company will provide without charge to each person to
whom this Prospectus is delivered, upon either the written or oral request of
any such person, a copy of any and all of the information that has been or may
be incorporated by reference in this Prospectus, other than exhibits to such
documents. Requests for such copies should be directed to United TransNet, Inc.,
1080 Holcomb Bridge Road, Building 200, Suite 140, Roswell, Georgia 30076,
Attention: Philip A. Belyew, Chairman; telephone number (770) 518-1180.
<PAGE>
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents which have been or will be filed by the Company
with the Commission are incorporated by reference in and made a part of this
Prospectus, as of their respective dates:
(a) (i) The Company's Annual Report on Form 10-K, dated March 27,
1996 (File No. 1-14134), filed with the Securities and
Exchange Commission (the "Commission") on March 27, 1996
pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), (ii) the Quarterly
Report on Form 10-Q of the Company for the Quarter ended March
30, 1996 (File No. 1-14134), filed with the Commission on May
10, 1996 pursuant to Section 13 or 15(d) of the Exchange Act,
(iii) the Current Report on Form 8-K of the Company, dated
January 30, 1996 (File No. 1-14134), filed with the Commission
on January 30, 1996 pursuant to Section 13 or 15(d) of the
Exchange Act, (iv) the Current Report on Form 8-K of the
Company, dated April 15, 1996 (File No. 1-14134), filed with
the Commission on April 15, 1996 pursuant to Section 13 or
15(d) of the Exchange Act, and (v) the Current Report on Form
8-K of the Company, dated May 23, 1996 (File No. 1-14134),
filed with the Commission on May 23, 1996.
(b) All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of the registration statement of which this Prospectus forms a
part prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold.
(c) The Company's prospectus, dated May 23, 1996, as filed with
the Commission pursuant to Rule 424(b) under the Securities
Act on May 23, 1996, relating to Post-Effective Amendment No.
2 to the Company's Registration Statement on Form S-1 (File
No. 333-396), containing the consolidated balance sheets of
the Company as of March 30, 1996 (unaudited) and December 31,
1995, the consolidated financial statements of the Company for
the period from December 20 to December 31, 1995 and for the
three months ended March 30, 1996 (unaudited), the
consolidated financial statements of the Combined Founding
Companies for the three months ended March 31, 1995
(unaudited), financial statements of the Combined Founding
Companies at December 31, 1993 and 1994 and for the period
ended December 19, 1995, the consolidated financial statements
of CDG Holding Corp., the combined financial statements of
Tricor America, Inc., the consolidated financial statements of
Film Transit, Incorporated, the combined financial statements
of the Districts of Lanter Courier Corporation, and the
consolidated financial statements of Salmon Acquisition
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Corporation at December 31, 1993 and 1994 and for the period
ended December 19, 1995, and the consolidated financial
statements of 3D Distribution Systems, Inc. at December 31,
1993 and 1994 and for the year ended October 31, 1993, for the
two months ended December 31, 1993, for the year ended
December 31, 1994 and for the period ended December 19, 1995,
together with the related notes and the reports thereon by
Price Waterhouse LLP, independent accountants, and containing
the financial statements of Eddy Messenger Service, Inc., as
of March 31, 1996 (unaudited) and December 31, 1995, together
with the related notes and report thereon by Ernst & Young
LLP, independent auditors.
(d) The description of the Common Stock contained in the Company's
registration statement on Form 8-A dated December 12, 1995
(File No. 1-14134), filed with the Securities and Exchange
Commission on December 12, 1995 pursuant to Section 12 of the
Exchange Act, including any amendments or reports filed for
the purpose of updating such description.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement herein, or in any
subsequently filed document which also is or is deemed to be incorporated by
reference, 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 Prospectus.
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RISK FACTORS
In addition to other information contained in this Prospectus,
prospective investors should consider carefully the following information
relating to the Company and the Common Stock before making an investment in the
Common Stock offered hereby.
Absence of Combined Operating History
The Company was founded in October 1995 to effect mergers (the
"Mergers") with six companies which provide ground and air courier services (the
"Founding Companies") and prior to December 1995 conducted no operations. Prior
to the Mergers, each of the Founding Companies operated as a separate
independent entity and there can be no assurance that the Company's management
will successfully integrate the combined entity and effectively implement the
Company's operating or growth strategies.
Acquisition Strategy; Possible Need for Additional Financing
One of the Company's business strategies is to acquire additional
scheduled ground and air courier companies that will complement its existing
operations or provide it with an entry into regions it does not presently serve.
There can be no assurance the Company will be able to acquire or profitably
manage additional companies or successfully integrate such additional companies
into the Company. In addition, there can be no assurance that companies acquired
in the future either will be beneficial to the successful implementation of the
Company's overall strategy or will ultimately produce returns that justify the
investment therein, or that the Company will be successful in achieving
meaningful economies of scale through the acquisition thereof.
The Company intends to issue shares of Common Stock as its primary
method of financing acquisitions. In the event that the Company chooses to issue
Common Stock as acquisition consideration and the Common Stock does not maintain
a sufficient valuation, or potential acquisition candidates are unwilling to
accept Common Stock as part of the consideration for the sale of their
businesses, the Company may be required to utilize more of its cash resources,
if available, in order to continue its acquisition program. If the Company does
not have sufficient cash resources, its growth could be limited unless it is
able to obtain the necessary capital through additional debt or equity
financings. There can be no assurance that the Company will be able to obtain
such financing if and when it is needed or that, if available, it will be
available on terms the Company deems acceptable. As a result, the Company might
be unable to implement successfully its acquisition strategy.
Highly Competitive Industry
The market for scheduled ground and air courier services is highly
competitive. Competition on pricing is often intense in the courier industry,
particularly for basic delivery services. Additionally, other companies with
significantly greater financial and other resources than the Company that do not
currently operate ground and air courier business may enter the industry in the
future.
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Claims Exposure
As of March 30, 1996, the Company utilized the services of
approximately 5,879 drivers and from time to time such drivers are involved in
accidents. The Company carries liability insurance of $15 million for each such
accident (it may self-insure for the first $250,000 claimed), and independent
owner/operators are required to maintain liability insurance of at least the
minimum amounts required by applicable state law. Furthermore, all drivers and
independent owner/operators are covered by the Company's fidelity bond. There
can be no assurance that claims against the Company, whether under the liability
insurance or the fidelity bond, will not exceed the applicable amount of
coverage. In addition, the Company's increased visibility and financial strength
as a public company may create additional claims exposure. If the Company were
to experience a material increase in the frequency or severity of accidents,
liability claims, workers' compensation claims, or unfavorable resolutions of
claims, the Company's operating results could be materially adversely affected.
In addition, significant increases in insurance costs could reduce the Company's
profitability.
Reliance on Key Personnel
The Company's operations are dependent on the continued efforts of its
executive officers and senior management. Furthermore, the Company may to some
extent be dependent on the senior management of companies that may be acquired
in the future. If the executive officers of the Company become unable or decide
not to continue in their present roles, or if a material number of such senior
management fail to continue with the Company and the Company is unable to
attract and retain other skilled employees, the Company's business could be
adversely affected.
Status of Independent Owner/Operators
From time to time, federal and state authorities have sought to assert
that independent owner/operators in the transportation industry, including those
utilized by the Company, are employees, rather than independent contractors. The
Company believes that the independent owner/operators utilized by the Company
are not employees under the existing interpretations of federal and state laws.
However, there can be no assurance that federal and state authorities will not
challenge this position, or that other laws or regulations, including tax laws,
or interpretations thereof, will not change. If, as a result of any of the
foregoing, the Company is required to pay for and administer added benefits to
independent owner/operators, the Company's operating costs would increase.
Additionally, if the Company is required to pay backup withholding with respect
to amounts paid to such persons, it may be required to pay penalties and/or to
restate financial information from prior periods.
Technology
Some analysts have predicted that the increased use of electronic funds
transfers will cause the development of a "checkless society", which could
adversely affect demand for the Company's services from the financial services
industry. Similarly, technological advances in the nature of "electronic mail"
<PAGE>
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and "telefax" have affected the demand for on-call delivery services by
customers. While none of these technological developments has had a significant
adverse impact on the Company's business to date, and although the number of
checks written in the United States has increased annually since 1990, there can
be no assurance that these or similar technologies will not have an adverse
effect on the Company in the future.
Significant Influence of Directors and Executive Officers
As of the date of this Prospectus, the Company's directors and
executive officers as a group beneficially owned approximately 43% of the
outstanding Common Stock. Although the directors and executive officers as a
group do not hold a majority of the outstanding Common Stock, they are in a
position, if they act together, to exert significant influence over the election
of directors and other corporate actions requiring stockholder approval.
Shares Eligible for Future Sale; Possible Adverse Effect on Future Market Prices
The Company can make no prediction as to the effect, if any, that sales
of additional shares of Common Stock or the availability of shares for future
sale will have on the market price of the Common Stock. Sales in the public
market of substantial amounts of the Common Stock (including shares issued upon
the exercise of outstanding options), or the perception that such sales could
occur, could depress prevailing market prices for the Common Stock. Such sales
also may make it more difficult for the Company to sell equity securities or
equity-related securities in the future at a time and price that the Company
deems appropriate.
As partial consideration for the mergers (the "Mergers") of
wholly-owned subsidiaries of the Company, in separate transactions with and into
six companies which provide ground and air courier services (the "Founding
Companies"), the stockholders of the Founding Companies received, in the
aggregate 4,692,222 shares of Common Stock. Such shares are not registered under
the Securities Act, and such stockholders have demand and piggyback registration
rights with respect to such shares. In connection with the Mergers, the Company
also granted to BancBoston Ventures Inc., Fleet Venture Resources, Inc. and
Fleet Venture Partners III demand registration rights with respect to their
shares of Common Stock, and granted piggyback registration rights to First Union
National Bank of Georgia ("First Union"). Any shares which have not been
registered may not be sold except in transactions registered under the
Securities Act or pursuant to an exemption from registration.
As of the date of this Prospectus, the Company had outstanding options
to purchase 212,711 shares of Common Stock and had outstanding options to
purchase and additional 219,997 shares of Common Stock under the 1995 Plan,
under which 405,003 shares remain eligible for issuance. Under the 1996 Plan,
50,000 shares of Common Stock have been reserved for issuance. Seventy percent
of the non-employee directors' annual fee will be payable in the form of options
to purchase Common Stock pursuant to the 1996 Plan and the balance will be
payable in cash, and non-employee directors will be able to elect to receive
Common Stock in lieu of all or a specified portion, in increments of twenty-five
percent, of their cash compensation. Upon the registration of the shares
issuable upon the exercise of options granted under the Plans, the shares will
be eligible for resale in the public markets.
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The Company, all of the stockholders of the Founding Companies and the
executive officers and directors of the Company have agreed not to offer or sell
any shares of Common Stock of the Company, including the shares referred to in
the preceding paragraph, during a period of 180 days (the "Lockup Period")
commencing December 14, 1995 without the prior written consent of Smith Barney
Inc., except that the Company may issue Common Stock upon the exercise of
options or in connection with acquisitions. After the Lockup Period, all such
shares may be sold in accordance with Rule 144 promulgated under the Securities
Act, subject to the volume, holding period and other limitations of Rule 144.
Effect of Certain Charter Provisions
Pursuant to the Company's Amended and Restated Certificate of
Incorporation, as amended, the Board of Directors is empowered to issue
Preferred Stock without stockholder approval. The existence of this
"blank-check" Preferred Stock could render more difficult or discourage an
attempt to obtain control of the Company by means of a tender offer, merger,
proxy contest or otherwise, and may adversely affect the prevailing market price
of the Common Stock. In addition, the Company is subject to Section 203 of the
Delaware General Corporation Law, which limits transactions between a publicly
held company and "interested stockholder" (generally, those stockholders who,
together with their affiliates and associates, own 15% or more of such company's
outstanding capital stock). Section 203 may have the effect of deterring certain
potential acquisitions of the Company. In addition to the Board of Directors'
ability to issue Preferred Stock, the Company's Amended and Restated Certificate
of Incorporation and By-Laws contain other provisions which may have
anti-takeover effects. The Company's Amended and Restated Certificate of
Incorporation furthermore contains a so-called "fair price" provision, which
requires that, unless certain transactions are approved by a majority of the
Company's disinterested directors, certain minimum price and procedural
requirements must be observed by any party which acquires more than ten percent
of the outstanding shares of Common Stock of the Company and then seeks to
accomplish a merger or other form of business combination or transaction (which
would eliminate or could significantly change the interests of the remaining
stockholders).
No Dividends
The Company does not anticipate paying any cash dividends on shares of
its Common Stock in the foreseeable future and intends to retain future
earnings, if any, for use in its business. In addition, the Company has entered
into a credit agreement (the "Credit Agreement") with First Union (for itself
and as agent for other participating lenders) pursuant to which the Company may
borrow up to $50 million to refinance certain existing indebtedness of the
Founding Companies which was assumed in the Mergers, as well as to fund
acquisitions and provide working capital and for other general corporate
purposes. The Credit Agreement limits the Company's ability to pay cash
dividends on its Common Stock.
<PAGE>
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THE COMPANY
United TransNet, Inc. (the "Company") was incorporated on October 5,
1995. Its principal executive offices are located at 1080 Holcomb Bridge Road,
Building 200, Suite 140, Roswell, Georgia 30076, and its telephone number is
(770) 518-1180. The Common Stock of the Company is listed on the New York Stock
Exchange under the symbol "UT."
The Company offers a variety of customized distribution services for
corporate customers with time-sensitive pickup and delivery requirements.
Management believes that the Company is the leading provider of scheduled ground
courier services in the United States. Through both its ground and air
divisions, the Company provides scheduled and unscheduled delivery service for
local, regional, national and international shipments, and offers same-day and
next-day delivery options. The Company has one of the largest courier and parcel
fleets in the United States, facilitating the Company's broad geographic
coverage. Unlike most of the Company's competitors which serve principally
metropolitan areas, the Company serves all points in many states and is the
leading intrastate ground courier in most of such states.
On December 20, 1995, wholly-owned subsidiaries of the Company, in
separate transactions, merged with six companies which provide ground and air
courier services in exchange for shares of the Company's Common Stock and cash.
Prior to the Mergers, each of the Founding Companies was an established business
with a leading market position, experienced management and long-term customer
relationships in its respective regional market. The Company continues to
operate the business of each Founding Company on a decentralized basis to
preserve their strong regional franchises. The Company's senior management is
coordinating and standardizing key functions of the Founding Companies,
including operations, purchasing, sales and marketing and acquisitions. In May
1996, the Company acquired Eddy Messenger Service, Inc, and three other
companies.
SELLING STOCKHOLDERS
The following table sets forth: (i) the name of each Selling
Stockholder, whose name is known as of the date of the filing of the
registration statement of which this Prospectus forms a part, under the Plans or
under the Stock Option Agreements who may sell Common Stock pursuant to this
Prospectus, (ii) his or her position(s) with the Company and its predecessors,
over the last three years, (iii) the number of shares of Common Stock owned (or
subject to option) by each such Selling Stockholder as of the date of this
Prospectus, (iv) the number of shares of Common Stock which may be offered and
are being registered for the account of each such Selling Stockholder by this
Prospectus (all of which may be acquired by the Selling Stockholders pursuant to
the exercise of options) and (v) the amount of the class to be owned by each
such Selling Stockholder if such Selling Stockholder were to sell all of the
shares of Common Stock covered by this Prospectus. There can be no assurance
that any of the Selling Stockholders will offer for sale or sell any or all of
the Shares offered by them pursuant to this Prospectus. Options or shares of
<PAGE>
-10-
Common Stock may be issued under either of the Plans in amounts and to persons
not presently known by the Company; when known, such persons, their holdings of
Common Stock and certain other information may be included in a subsequent
version of this Prospectus.
<TABLE>
<CAPTION>
Number of
shares (both
directly held or Number of
subject to shares owned if
option) prior to all registered
this Number of hereunder were
registration*/ shares to be sold/
Name Position with the Company Percentage registered Percentage
<S> <C> <C> <C> <C>
Philip A. Belyew Chairman, President, 193,282/ 89,223 104,059/
Chief Executive Officer 1.9 % 1.0 %
and Director(1)
Ronald J. Barowski+ Executive Vice President 72,942/** 40,098 32,844/**
and Chief Financial
Officer(2)
R. David England, Jr.+ Executive Vice 85,300/** 52,455 32,845/**
President, Ground(3)
George G. Wagner+ Senior Vice President, 74,222/** 41,378 32,844/**
National Account
Sales(4)
James W. Bennett+ Vice President of Sales, 5,438/** 3,399 2,039/**
Marketing and National
Accounts(5)
Mark E. Rykowski+ Vice President of Group 17,650/** 17,650 0
Services(6)
George E. Glaser, II Corporate Controller(7) 5,000/** 5,000 0
Jennifer L. Upton None(8) 3,399/** 3,399 0
<FN>
* = For purposes of this table, the number of shares owned prior to this
registration includes all shares which would be owned if all options
granted under the 1995 Plan or the Stock Option Agreements were
exercised.
** = Less than one percent.
+ = Pursuant to a Lock-Up Letter, dated as of June 10, 1996, addressed to
the Board of Directors of the Company, this officer may upon the
issuance of Common Stock pursuant to the exercise of options granted
under his Stock Option Agreement, immediately sell only 50% of such
Common Stock. The officer may not sell the balance prior to December
20, 1997 without the prior consent of the Board; provided, however,
that if, prior to December 20, 1997, there is a transaction pursuant to
which a change of control of the Company is effected, in which
restricted Common Stock held by the stockholders of the Founding
Companies immediately prior to the Mergers may be disposed of, the
Lock-Up Letter will not prohibit such officer from exercising his
options and disposing of his shares in such transaction.
(1) Mr. Belyew took these offices in October 1995. From June 1994 until
December 1995, Mr. Belyew was the President and Chief Executive Officer
of both CDG Holding Corp. and Courier Dispatch Group, Inc., both
predecessors to the Company, and was a director of CDG Holding Corp.
from February 1994 until December 1995. From December 1991 until June
1994, Mr. Belyew was President and Chief Operating Officer of Courier
Dispatch Group, Inc.
<PAGE>
-11-
(2) Mr. Barowski took these offices in October 1995. Mr. Barowski was the
Secretary and a director of the Company from October 1995 until
December 1995. From March 1992 until December 1995, Mr. Barowski was
the Vice President, Chief Financial Officer, Secretary and Treasurer of
CDG Holding Corp. and Courier Dispatch Group, Inc.
(3) Mr. England took office in December 1995. From October 1994 until
December 1995, Mr. England was the Vice President, Operations, of
Courier Dispatch Group, Inc. From October 1992 until October 1994, Mr.
England was the Vice President, Business Development, of Courier
Dispatch Group, Inc.
(4) Mr. Wagner took office in December 1995. From 1988 until December 1995,
Mr. Wagner was a Corporate Vice President for air courier dispatch and
national account sales and customer service of Courier Dispatch Group,
Inc.
(5) Mr. Bennett took office in March 1996. From July 1994 until March 1996,
Mr. Bennett was the Vice President of Sales and Marketing for Courier
Dispatch Group, Inc. From February 1989 until July 1994, Mr. Bennett
was a Vice President of Pony Express Courier Corp.
(6) Mr. Rykowski took office in March 1996. From January 1996 until March
1996, Mr. Rykowski was the Vice President of Operations for Courier
Dispatch Group, Inc. Mr. Rykowski has been employed in various
capacities by Courier Dispatch Group, Inc., including as National
Business Analyst (1993 to 1994) and Director of Operations (1994-1995).
(7) Mr. Glaser took office in June 1996. From January 1996 until June 1996,
Mr. Glaser was a Project Director for Acordia of Louisville, Inc. From
February 1993 until January 1996, Mr. Glaser was Executive Director,
Finance and Operations of Anthem Blue Cross and Blue Shield.
(8) Ms. Upton was Corporate Controller of the Company from February 1996
until March 1996. From August 1992 to February 1996, Ms. Upton was the
Controller of Courier Dispatch Group, Inc.
</FN>
</TABLE>
PLAN OF DISTRIBUTION
The Selling Stockholders have not advised the Company of any specific
plans for distribution of the Shares offered hereby, but it is anticipated that
the Shares will be sold from time to time by the Selling Stockholders or by
pledgees, donees, transferees or other successors in interest. Such sales may be
made on the NYSE at prices and at terms then prevailing or at prices related to
the then current market price, or in negotiated transactions. The Shares may be
sold by one or more of the following: (a) a block trade in which the broker or
dealer so engaged will attempt to sell the shares as agent but may position and
resell a portion of the block as principal to facilitate the transaction; (b)
purchases by a broker or dealer for its account pursuant to this Prospectus; or
(c) ordinary brokerage transactions and transactions in which the broker
solicits purchases. In effecting sales, brokers or dealers engaged by the
Selling Stockholders may arrange for other brokers or dealers to participate.
Brokers or dealers will receive commissions or discounts from Selling
Stockholders in amounts to be negotiated immediately prior to the sale. Such
brokers or dealers and any other participating brokers or dealers may be deemed
to be "underwriters" within the meaning of the Securities Act in connection with
such sales, and any commissions received by them and any profit realized by them
on the resale of shares as principals may be deemed underwriting compensation
under the Securities Act. The expenses of preparing this Prospectus and the
related Registration Statement with the Commission will be paid by the Company.
Shares of Common Stock covered by this Prospectus also may qualify to be sold
pursuant to Rule 144 under the Securities Act, rather than pursuant to this
Prospectus. The Selling Stockholders have been advised that they are subject to
the applicable provisions of the Exchange Act, including without limitation,
Rules 10b-5, 10b-6 and 10b-7 thereunder.
<PAGE>
-12-
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be
passed upon for the Company by Sullivan & Worcester LLP, Boston, Massachusetts.
Harvey E. Bines, a member of the firm of Sullivan & Worcester LLP, was a member
of the Board of Directors of the Company from December 20, 1995 until May 7,
1996. As of the date of this Prospectus, Mr. Bines held options to acquire
10,199 shares of Common Stock at a purchase price of $4.42 per share and owned
1,000 shares of Common Stock.
EXPERTS
The consolidated financial statements of the Company as of December 31,
1995 and for the period from December 20 to December 31, 1995; the combined
financial statements of the Combined Founding Companies, consolidated financial
statements of CDG Holding Corp., the combined financial statements of Tricor
America, Inc., the consolidated financial statements of Film Transit,
Incorporated, the combined financial statements of the Districts of Lanter
Courier Corporation and the consolidated financial statements of Salmon
Acquisition Corporation as of December 31, 1993 and 1994 and for the years ended
December 31, 1993 and 1994 and the period ended December 19, 1995; and the
consolidated financial statements of 3D Distribution Systems, Inc. as of
December 31, 1993 and 1994 and for the year ended October 31, 1993, for the two
months ended December 31, 1993, for the year ended December 31, 1994 and for the
period ended December 19, 1995 included in the Company's prospectus, dated May
23, 1996, as such prospectus is incorporated by reference in and made a part of
this Prospectus, have been so included in reliance on the reports of Price
Waterhouse LLP, independent accountants, given on the authority of said firm as
experts in auditing and accounting.
The financial statements of Eddy Messenger Service, Inc. for the year
ended December 31, 1995 included in the Company's Post-Effective Amendment No. 2
to the Registration Statement (Form S-1, No. 333-396) dated May 23, 1996, have
been audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon included therein and incorporated by reference herein. Such
financial statements are incorporated herein by reference in reliance upon such
report given upon the authority of said firm as experts in accounting and
auditing.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law (the "DGCL")
provides, in effect, that any person made a party to any action by reason of the
fact that he is or was a director, officer, employee or agent of the Company may
and, in certain cases, must be indemnified by the Company against, in the case
of a non-derivative action, judgments, fines, amounts paid in settlement and
reasonable expenses (including attorney's fees), if in either type of action he
acted in good faith and in a manner he reasonably believed to be in or not
<PAGE>
-13-
opposed to the best interests of the Company and, in a non-derivative action,
which involves a criminal proceeding, in which such person had no reasonable
cause to believe his conduct was unlawful. This indemnification does not apply,
in a derivative action, to matters as to which it is adjudged that the director,
officer, employee or agent is liable to the Company, unless upon court order it
is determined that, despite such adjudication of liability, but in view of all
the circumstances of the case, he is fairly and reasonably entitled to indemnity
for expenses.
Article Eighth of the Company's Amended and Restated Certificate of
Incorporation in effect provides that the Company shall indemnify each person
who is or was a director, trustee, officer, employee or agent of the Company to
the fullest extent permitted by applicable law as it presently exists or may
hereafter be amended.
Article Ninth of the Company's Amended and Restated Certificate of
Incorporation states that no director of the Company shall be personally liable
to the Company or its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent that exculpation of liability is not
permitted under the DGCL when such breach occurred.
The Company has entered into an indemnification agreement with each
director, effective as of the date of his or her appointment, pursuant to which
it has agreed to indemnify such director for monetary damages to the fullest
extent permitted under the DGCL.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
informed that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is therefore unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company 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 Company will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
<PAGE>
II - 1
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3 (Form S-8). Incorporation of Documents by Reference.
The following documents which have been or will be filed by the Company
with the Commission are incorporated by reference in and made a part of this
Prospectus, as of their respective dates:
(a) (i) The Company's Annual Report on Form 10-K, dated March 27,
1996 (File No. 1-14134), filed with the Securities and
Exchange Commission (the "Commission") on March 27, 1996
pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), (ii) the Quarterly
Report on Form 10-Q of the Company for the Quarter ended March
30, 1996 (File No. 1-14134), filed with the Commission on May
10, 1996 pursuant to Section 13 or 15(d) of the Exchange Act,
(iii) the Current Report on Form 8-K of the Company, dated
January 30, 1996 (File No. 1-14134), filed with the Commission
on January 30, 1996 pursuant to Section 13 or 15(d) of the
Exchange Act, (iv) the Current Report on Form 8-K of the
Company, dated April 15, 1996 (File No. 1-14134), filed with
the Commission on April 15, 1996 pursuant to Section 13 or
15(d) of the Exchange Act, and (v) the Current Report on Form
8-K of the Company, dated May 23, 1996 (File No. 1-14134),
filed with the Commission on May 23, 1996.
(b) All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of the registration statement of which this Prospectus forms a
part prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold.
(c) The Company's prospectus, dated May 23, 1996, as filed with
the Commission pursuant to Rule 424(b) under the Securities
Act on May 23, 1996, relating to Post-Effective Amendment No.
2 the Company's Registration Statement on Form S-1 (File No.
333-396), containing the consolidated balance sheets of the
Company as of March 30, 1996 (unaudited) and December 31,
1995, the consolidated financial statements of the Company for
the period from December 20 to December 31, 1995 and for the
three months ended March 30, 1996 (unaudited), the
consolidated financial statements of the Combined Founding
Companies for the three months ended March 31, 1995
(unaudited), financial statements of the Combined Founding
Companies at December 31, 1993 and 1994 and for the period
ended December 19, 1995, the consolidated financial statements
of CDG Holding Corp., the combined financial statements of
Tricor America, Inc., the consolidated financial statements of
Film Transit, Incorporated, the combined financial statements
of the Districts of Lanter Courier Corporation, and the
consolidated financial statements of Salmon Acquisition
Corporation at December 31, 1993 and 1994 and for the period
ended December 19, 1995, and the consolidated financial
<PAGE>
II - 2
statements of 3D Distribution Systems, Inc. at December 31,
1993 and 1994 and for the year ended October 31, 1993, for the
two months ended December 31, 1993, for the year ended
December 31, 1994 and for the period ended December 19, 1995,
together with the related notes and the reports thereon by
Price Waterhouse LLP, independent accountants, and containing
the financial statements of Eddy Messenger Service, Inc., as
of March 31, 1996 (unaudited) and December 31, 1995, together
with the related notes and reports thereon by Ernst & Young
LLP, independent auditors.
(d) The description of the Common Stock contained in the Company's
registration statement on Form 8-A dated December 12, 1995
(File No. 1-14134), filed with the Securities and Exchange
Commission on December 12, 1995 pursuant to Section 12 of the
Exchange Act, including any amendments or reports filed for
the purpose of updating such description.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement herein, or in any
subsequently filed document which also is or is deemed to be incorporated by
reference, 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 Prospectus.
Item 4 (Form S-8). Description of Securities.
Not applicable.
Item 5 (Form S-8). Interests of Named Experts and Counsel.
The validity of the shares of Common Stock offered hereby will be
passed upon for the Company by Sullivan & Worcester LLP, Boston, Massachusetts.
Harvey E. Bines, a member of the firm of Sullivan & Worcester LLP, was a member
of the Board of Directors of the Company from December 20, 1995 until May 7,
1996. As of the date of this registration statement, Mr. Bines held options to
acquire 10,199 shares of Common Stock at a purchase price of $4.42 per share and
owned 1,000 shares of Common Stock.
The consolidated financial statements of the Company as of December 31,
1995 and for the period from December 20 to December 31, 1995; the combined
financial statements of the Combined Founding Companies, consolidated financial
statements of CDG Holding Corp., the combined financial statements of Tricor
America, Inc., the consolidated financial statements of Film Transit,
Incorporated, the combined financial statements of the Districts of Lanter
Courier Corporation and the consolidated financial statements of Salmon
Acquisition Corporation as of December 31, 1993 and 1994 and for the years ended
December 31, 1993 and 1994 and the period ended December 19, 1995; and the
consolidated financial statements of 3D Distribution Systems, Inc. as of
December 31, 1993 and 1994 and for the year ended October 31, 1993, for the two
months ended December 31, 1993, for the year ended December 31, 1994 and for the
period ended December 19, 1995 included in the Company's prospectus, dated May
23, 1996, as such prospectus is incorporated by reference in and made a part of
<PAGE>
II - 3
this Prospectus, have been so included in reliance on the reports of Price
Waterhouse LLP, independent accountants, given on the authority of said firm as
experts in auditing and accounting.
The financial statements of Eddy Messenger Service, Inc. for the year
ended December 31, 1995 included in the Company's Post-Effective Amendment No. 2
to the Registration Statement (Form S-1, No. 333-396) dated May 23, 1996, have
been audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon included therein and incorporated by reference herein. Such
financial statements are incorporated herein by reference in reliance upon such
report given upon the authority of said firm as experts in accounting and
auditing.
Item 6 (Form S-8) and Item 15 (Form S-3). Indemnification of Directors and
Officers
Section 145 of the Delaware General Corporation Law (the "DGCL")
provides, in effect, that any person made a party to any action by reason of the
fact that he is or was a director, officer, employee or agent of the Company may
and, in certain cases, must be indemnified by the Company against, in the case
of a non-derivative action, judgments, fines, amounts paid in settlement and
reasonable expenses (including attorney's fees), if in either type of action he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Company and, in a non-derivative action,
which involves a criminal proceeding, in which such person had no reasonable
cause to believe his conduct was unlawful. This indemnification does not apply,
in a derivative action, to matters as to which it is adjudged that the director,
officer, employee or agent is liable to the Company, unless upon court order it
is determined that, despite such adjudication of liability, but in view of all
the circumstances of the case, he is fairly and reasonably entitled to indemnity
for expenses.
Article Eighth of the Company's Amended and Restated Certificate of
Incorporation in effect provides that the Company shall indemnify each person
who is or was a director, trustee, officer, employee or agent of the Company to
the fullest extent permitted by applicable law as it presently exists or may
hereafter be amended.
Article Ninth of the Company's Amended and Restated Certificate of
Incorporation states that no director of the Company shall be personally liable
to the Company or its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent that exculpation of liability is not
permitted under the DGCL when such breach occurred.
The Company has entered into an indemnification agreement with each
director, effective as of the date of his or her appointment, pursuant to which
it has agreed to indemnify such director for monetary damages to the fullest
extent permitted under the DGCL.
<PAGE>
II - 4
Item 7 (Form S-8). Exemption from Registration Claimed
In March 1996, Ms. Jennifer Upton, a former employee of the Company,
exercised options to purchase 3,399 shares of Common Stock in connection with
the termination of her employment. Such options had been issued to Ms. Upton
pursuant to a Stock Option Agreement in connection with the closing of the
Mergers upon conversion of Courier Dispatch Group, Inc. options into Company
options. Upon the exercise of her options, the Company issued an aggregate of
3,399 shares to Ms. Upton in a transaction exempt from the registration
requirements of the Securities Act pursuant to Section 4(2) thereof. Ms. Upton
represented that she was acquiring the shares for investment purposes and not
with a view to distribution within the meaning of the Securities Act. The stock
certificate issued to Ms. Upton bears a restrictive legend.
Item 8 (Form S-8) and Item 16 (Form S-3). Exhibits.
EXHIBIT INDEX
Exhibit No. Description
3.1 Amended and Restated Certificate of Incorporation of
the Company, incorporated by reference to Exhibit
3.11 to the Company's Registration Statement on
Form S-1, as amended (File No. 333-396).
3.2 Certificate of Amendment to the Amended and
Restated Certificate of Incorporation of the Company,
incorporated by reference to Exhibit 3.12 to the
Company's Registration Statement on Form S-1, as
amended (File No. 333-396).
3.3 By-laws of the Company, incorporated by reference
to Exhibit 3.2 to the Company's Registration
Statement on Form S-1, as amended (File No. 33-
98152).
4.1 United TransNet, Inc. 1995 Stock Incentive Plan, as
amended.*
4.2 United TransNet, Inc. 1996 Stock and Option Plan
for Non-Employee Directors.*
4.3 Stock Option Agreement with Charles L. Adamson
relating to 679 shares of United TransNet, Inc.
Common Stock.*
4.4 Lock-Up Letter Relating to Options with Ronald J.
Barowski relating to options to purchase 15,098
shares of United TransNet, Inc. Common Stock.*
<PAGE>
II - 5
4.5 Specimen Stock Certificate representing Common
Stock of the Company, incorporated by reference to
Exhibit 4 to the Company's Registration Statement on
Form S-1, as amended (File No. 333-396).
5 Opinion of Sullivan & Worcester.*
23.1 Consent of Price Waterhouse LLP*
23.2 Consent of Ernst & Young LLP*
23.3 Consent of Sullivan & Worcester (contained in the
opinion of Sullivan & Worcester filed herewith as
Exhibit 5).
24 Power of Attorney (included in signature page of this
Registration Statement).
*Filed herewith.
Item 9 (Form S-8) and Item 17 (Form S-3). 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;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement:
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement;
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
<PAGE>
II - 6
(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) for purposes of determining any liability under the Securities Act
of 1933, each filing of the Company's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof;
(c) insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in that
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company 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 Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
<PAGE>
II - 7
SIGNATURES
The Company. Pursuant to the requirements of the Securities Act of
1933, the Company certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and Form S-3 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Roswell, State of
Georgia, on the 18th day of June, 1996.
UNITED TRANSNET, INC.
By: /s/ Philip A. Belyew
Philip A. Belyew
Chairman, President and
Chief Executive Officer
POWER OF ATTORNEY
The undersigned Officers and Directors of United TransNet, Inc. hereby
severally constitute Philip A. Belyew, Ronald J. Barowski, Martha Juelich
Gordon, Harvey E. Bines, and each of them, acting singly, our true and lawful
attorneys to sign for us and in our names in the capacities indicated below the
Company's Registration Statement on Form S-8 and Form S-3 relating to the
registration of an aggregate of 891,110 shares of United TransNet, Inc. Common
Stock issuable upon the exercise of options granted under the United TransNet,
Inc. 1995 Stock Incentive Plan, the United TransNet, Inc. 1996 Stock and Option
Plan for Non-Employee Directors or Stock Option Agreements with various
employees, and any and all amendments and supplements thereto, filed with the
Securities and Exchange Commission, for the purpose of registering shares of
Common Stock, par value $.001 per share, under the Securities Act of 1933, as
amended, granting unto each of said attorneys, acting singly, full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming our signatures to
said registration statement signed by our said attorneys and all else that said
attorneys may lawfully do and cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on behalf
of the Company and in the capacities and on the dates indicated.
Signatures Date
/s/ Philip A. Belyew June 18, 1996
Philip A. Belyew
Chairman, President, Chief
Executive Officer and Director
<PAGE>
II - 8
/s/ Ronald J. Barowski June 18, 1996
Ronald J. Barowski
Executive Vice President, Treasurer
and Chief Financial Officer
/s/ Chee B. Louie June 18, 1996
Chee B. Louie
Executive Vice President, Air and
Director
/s/ James G. Salmon June 18, 1996
James G. Salmon
Vice President, Ground and
Director
/s/ Craig H. Deery June 18, 1996
Craig H. Deery
Director
/s/ John B. Ellis June 18, 1996
John B. Ellis
Director
/s/ Habib Y. Gorgi June 18, 1996
Habib Y. Gorgi
Director
/s/ Charles A. Krause June 18, 1996
Charles A. Krause
Director
EXHIBIT 4.1
UNITED TRANSNET, INC.
1995 STOCK INCENTIVE PLAN
1. PURPOSE
The purpose of this 1995 Stock Incentive Plan (the "Plan") is to
encourage directors, key employees and consultants of United TransNet, Inc. (the
"Company") and its Subsidiaries (as hereinafter defined) to continue their
association with the Company, by providing favorable opportunities for them to
participate in the ownership of the Company and in its future growth through the
granting of stock, stock options and other rights to compensation in amounts
determined by the value of the Company's stock. The term "Subsidiary" as used in
the Plan means a corporation of which the Company owns, directly or indirectly
through an unbroken chain of ownership, fifty percent (50%) or more of the total
combined voting power of all classes of stock.
2. ADMINISTRATION OF THE PLAN
The Plan shall be administered by a committee (the "Committee")
consisting of two or more members of the Company's Board of Directors (the
"Board"), each of whom shall be, at any time during which the Company has a
class of equity securities registered under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and Rule 16b-3 thereunder so requires of exempt
plans, a "disinterested person" as defined from time to time in Rule 16b-3
promulgated under the Exchange Act. The "Committee" may be the Compensation
Committee of the Board. At any time during which the Company has a class of
equity securities registered under the Exchange Act and Rule 16b-3 thereunder so
requires of exempt plans, as to all persons who are members of the Board or
officers of the Company or a Subsidiary within the meaning of Section 16(b) of
the Exchange Act ("Insiders"), the Committee shall from time to time determine
to whom options or other rights shall be granted under the Plan, whether options
granted shall be incentive stock options ("ISOs") or non-qualified stock options
("NSOs"), the terms of the options or other rights, and the number of shares
which may be granted under options. The Committee shall report to the Board the
names of individuals to whom stock or options or other rights are to be granted,
the number of shares covered and the terms and conditions of each grant. During
any time that the Company does not have a class of equity securities registered
under the Exchange Act as to all persons, and at any time during which the
Company has a class of equity securities registered under the Exchange Act
<PAGE>
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as to persons other than Insiders, the determinations described in this
paragraph may be made by the Committee or by the Board, as the Board shall
direct in its discretion, and references in the Plan to the Committee shall be
understood to refer to the Board in any such case.
The Committee shall select one of its members as Chairman and shall
hold meetings at such times and places as it may determine. A majority of the
Committee shall constitute a quorum, and acts of the Committee at which a quorum
is present, or acts reduced to or approved in writing by all the members of the
Committee, shall be the valid acts of the Committee. The Committee shall have
the authority to adopt, amend and rescind such rules and regulations as, in its
opinion, may be advisable in the administration of the Plan. All questions of
interpretation and application of such rules and regulations, of the Plan and of
options granted thereunder (the "Options"), and of Common Stock transferred
subject to restrictions under the Plan ("Restricted Stock") and stock
appreciation rights granted under the Plan ("SARs") (collectively, "Other
Rights") shall be subject to the determination of the Committee, which shall be
final and binding. The Plan shall be administered in such a manner as to permit
those Options granted hereunder and specially designated under Section 5 hereof
as an ISO to qualify as incentive stock Options as described in Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code").
3. STOCK SUBJECT TO THE PLAN
The total number of shares of stock which may be subject to Options and
Other Rights under the Plan shall be 625,000 shares of the Company's Common
Stock, $.001 par value per share, from either authorized but unissued shares or
treasury shares; provided that the number of shares stated in this Section 3
shall be subject to adjustment in accordance with the provisions of Section 11
hereof. Shares of Restricted Stock that fail to vest, and shares of Common Stock
subject to an Option that is neither terminated by reason of the exercise of a
SAR related to the Option, nor fully exercised prior to its expiration or other
termination, shall again become available for grant under the terms of the Plan.
4. ELIGIBILITY
The individuals who shall be eligible for grant of Options and Other
Rights under the Plan shall be key employees and other individuals who render
services of special importance to the management, operation, or development of
the Company or a Subsidiary, and who have contributed or may be expected to
contribute materially to the success of the Company or a Subsidiary. ISOs shall
not be granted to any individual who is not an employee of the Company or a
Subsidiary. The term "Optionee," as used in the Plan, refers to any individual
to whom an Option or Other Right has been granted.
<PAGE>
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Notwithstanding any other provisions of this Plan, the maximum number
of shares with respect to which Options or Other Rights may be granted pursuant
to the Plan during any given calendar year to any individual shall be 100,000.
5. TERMS AND CONDITIONS OF OPTIONS
Every Option shall be evidenced by a written Stock Option Agreement in
such form as the Committee shall approve from time to time, specifying the
number of shares of Common Stock that may be purchased pursuant to the Option,
the time or times at which the Option shall become exercisable in whole or in
part, whether the Option is intended to be an ISO or an NSO, and such other
terms and conditions as the Committee shall approve, and containing or
incorporating by reference the following terms and conditions:
(a) Duration. The duration of each Option shall be as
specified by the Committee in its discretion; provided, however, that
no ISO shall expire later than ten (10) years after its date of grant,
and no ISO granted to an employee who owns (directly or under the
attribution rules of Section 424(d) of the Code) stock possessing more
than ten percent (10%) of the total combined voting power of all
classes of stock of the Company or any Subsidiary shall expire later
than five (5) years after its date of grant.
(b) Exercise Price. The exercise price of each Option shall be
any lawful consideration, as specified by the Committee in its
discretion; provided, however, that the price with respect to an ISO
shall be at least one hundred percent (100%) of the fair market value
of the shares on the date on which the Committee awards the Option,
which shall be considered the date of grant of the Option for purposes
of fixing the price; and provided further that the price with respect
to an ISO granted to an employee who at the time of grant owns
(directly or under the attribution rules of Section 424(d) of the Code)
stock representing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company or of any
Subsidiary shall be at least one hundred ten percent (110%) of the fair
market value of the shares on the date of grant of the ISO. For
purposes of the Plan, except as may be otherwise explicitly provided in
the Plan or in any Stock Option Agreement, Restricted Stock Agreement,
SAR Agreement or similar document, the "fair market value" of a share
of Common Stock at any particular date shall be determined according to
the following rules: (i) if the Common Stock is at the time listed or
admitted to trading on any stock exchange or the Nasdaq National
Market, then the fair market value shall be the mean between the lowest
<PAGE>
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and highest reported sale prices (or the lowest reported bid price and
the highest reported asked price) of the Common Stock on the date in
question on the principal exchange on which the Common Stock is then
listed or admitted to trading; or (ii) if the Common Stock is not at
the time listed or admitted to trading on a stock exchange or the
Nasdaq National Market, the fair market value shall be the closing
price of the Common Stock on the date in question in the
over-the-counter market, as such price is reported in a publication of
general circulation selected by the Board and regularly reporting the
price of the Common Stock in such market; provided, however, that if
the price of the Common Stock is not so reported, the fair market
value shall be determined in good faith by the Board, which may take
into consideration (1) the price paid for the Common Stock in the most
recent trade of a substantial number of shares known to the Board to
have occurred at arm's length between willing and knowledgeable
investors, or (2) an appraisal by an independent party, or (3) any
other method of valuation undertaken in good faith by the Board, or
some or all of the above as the Board shall in its discretion elect.
If no reported sale of Common Stock takes place on the date in
question on the principal exchange or the Nasdaq National Market, as
the case may be, then the reported closing price of the Common Stock
on such date on the principal exchange or the Nasdaq National Market,
as the case may be, shall be determinative of fair market value.
(c) Method of Exercise. To the extent that it has become
exercisable under the terms of the Stock Option Agreement, an Option
may be exercised from time to time by written notice to the Secretary,
Treasurer or Chief Financial Officer of the Company stating the number
of shares with respect to which the Option is being exercised and
accompanied by payment of the exercise price in cash or by check
payable to the order of the Company, or other payment or deemed payment
described in this subsection 5(c). Such notice shall be delivered in
person or by facsimile transmission or shall be sent by registered
mail, return receipt requested.
Alternatively, payment of the exercise price may be made, to
the extent provided in the Stock Option Agreement, in whole or in part,
in shares of Common Stock owned by the Optionee; provided, however,
that the Optionee may not make payment in shares of Common Stock that
he acquired upon the earlier exercise of any ISO, unless he has held
the shares until at least two (2) years after the date the ISO was
granted and at least one (1) year after the date the ISO was exercised.
If payment is made in whole or in part in shares of Common Stock, then
the Optionee shall deliver to the Company certificates registered in
his name representing a number of shares of Common Stock legally and
beneficially owned by him, fully vested and free of all liens, claims
and encumbrances of every kind and having a fair market value on
<PAGE>
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the date of delivery that is not greater than the exercise price, such
certificates to be duly endorsed, or accompanied by stock powers duly
endorsed, by the record holder of the shares represented by such
certificates. If the exercise price exceeds the fair market value of
the shares for which certificates are delivered, the Optionee shall
also deliver cash or a check payable to the order of the Company in an
amount equal to the amount of that excess.
After the Company has a class of equity securities registered
under the Exchange Act, payment may also be made, in the discretion of
the Committee, by delivery (including by facsimile) to the Company or
its designated agent of an executed irrevocable option exercise form
together with irrevocable instructions to a broker-dealer to sell or
margin a sufficient portion of the shares of Common Stock and deliver
the sale or margin loan proceeds directly to the Company to pay for the
exercise price.
At the time specified in an Optionee's notice of exercise,
which shall not be earlier than the fifteenth (15th) day after the date
of the notice except as may be mutually agreed, the Company shall,
without issue or transfer tax to the Optionee, deliver to him at the
main office of the Company, or such other place as shall be mutually
acceptable, a certificate for the shares as to which his Option is
exercised. If the Optionee fails to pay for or to accept delivery of
all or any part of the number of shares specified in his notice upon
tender of delivery thereof, his right to exercise the Option with
respect to those shares shall be terminated, unless the Company
otherwise agrees.
(d) Notice of ISO Stock Disposition. The Optionee must notify
the Company promptly in the event that he sells, transfers, exchanges
or otherwise disposes of any shares of Common Stock issued upon
exercise of an ISO, before the later of (i) the second anniversary of
the date of grant of the ISO, and (ii) the first anniversary of the
date the shares were issued upon his exercise of the ISO.
(e) Effect of Cessation of Employment. The Committee shall
determine in its discretion and specify in each Stock Option Agreement
the effect, if any, of the termination of the Optionee's employment
upon the exercisability of the Option.
(f) No Rights as Stockholder. An Optionee shall have no rights
as a stockholder with respect to any shares covered by an Option until
the date of issuance of a certificate to him for the shares. No
adjustment shall be made for dividends or other rights for which the
record date is earlier than the date the certificate is issued, other
than as required or permitted pursuant to Section 11.
<PAGE>
-6-
(g) Substituted Option. With the consent of the Optionee, the
Committee shall have the authority at any time and from time to time to
terminate any outstanding Option and grant in substitution for it a new
Option covering the same number or a different number of shares.
6. STOCK APPRECIATION RIGHTS
The Committee may grant SARs in respect of such number of shares of
Common Stock as it shall determine, in its discretion, and may grant SARs either
separately or in connection with Options, as described in the following
sentence. A SAR granted in connection with an Option may be exercised only to
the extent of the surrender of the related Option, and to the extent of the
exercise of the related Option the SAR shall terminate. Shares of Common Stock
covered by an Option that terminates upon the exercise of a related SAR shall
cease to be available under the Plan. The terms and conditions of a SAR related
to an Option shall be contained in the Stock Option Agreement, and the terms of
a SAR not related to any Option shall be contained in a SAR Agreement.
Upon exercise of an SAR, the Optionee shall be entitled to receive from
the Company an amount equal to the excess of the fair market value, on the
exercise date, of the number of shares of Common Stock as to which the SAR is
exercised, over the exercise price for those shares under a related Option, or
if there is no related Option, over the base value stated in the SAR Agreement.
The amount payable by the Company upon exercise of an SAR shall be paid in the
form of cash or other property (including Common Stock of the Company), as
provided in the Stock Option Agreement or SAR Agreement governing the SAR.
All grants of SARs to Insiders shall be capable of being settled only
for cash and may not be granted in connection with an Option. If a SAR is
awarded to a person who is not an Insider at the time of award but subsequently
becomes an Insider, it shall be deemed to be amended to provide that it may be
settled only in cash while such person is an Insider.
7. RESTRICTED STOCK
The Committee may grant or award shares of Restricted Stock in respect
of such number of shares of Common Stock, and subject to such terms or
conditions, as it shall determine and specify in a Restricted Stock Agreement.
A holder of Restricted Stock shall have all of the rights of a
stockholder of the Company, including the right to vote the shares and the right
to receive any cash dividends, unless the Committee shall otherwise determine.
Certificates representing Restricted Stock shall be imprinted with a legend to
the effect that the shares represented may not be sold, exchanged,
<PAGE>
-7-
transferred, pledged, hypothecated or otherwise disposed of except in accordance
with the terms of the Restricted Stock Agreement, and, if the Committee so
determines the Optionee may be required to deposit the certificates with an
escrow agent designated by the Committee, together with a stock power or other
instrument of transfer appropriately endorsed in blank.
8. SPECIAL BONUS GRANTS
In its discretion, the Committee may grant in connection with any NSO
or grant of Restricted Stock a special bonus in an amount not to exceed the
lesser of (i) the combined federal, state and local income tax liability
incurred by the Optionee as a consequence of his acquisition of stock pursuant
to the exercise of the NSO or the grant or vesting of the Restricted Stock and
the related special bonus, or (ii) forty percent (40%) of the imputed income
realized by the Optionee on account of such exercise or vesting. Any such
special bonus shall be payable solely to federal, state and local taxing
authorities for the benefit of the Optionee at such time or times as withholding
payments of income tax may be required. In the event that a NSO with respect to
which a special bonus has been granted becomes exercisable by the personal
representative of the estate of the Optionee, or that Restricted Stock with
respect to which a special bonus has been granted shall vest after the death of
an Optionee, the bonus shall be payable to or for the benefit of the estate in
the same manner and to the same extent as it would have been payable for the
benefit of the Optionee had he survived to the date of exercise or vesting. A
special bonus may be granted simultaneously with a related NSO or Restricted
Stock grant or separately with respect to an outstanding NSO or Restricted Stock
granted at an earlier date.
9. METHOD OF GRANTING OPTIONS AND OTHER RIGHTS
The grant of Options and Other Rights shall be made by action of the
Committee at a meeting at which a quorum of its members is present, or by
unanimous written consent of all its members; provided, however, that if an
individual to whom a grant has been made fails to execute and deliver to the
Committee a Stock Option Agreement, SAR Agreement or Restricted Stock Agreement
within ten (10) days after it is submitted to him, the Option or Other Rights
granted under the agreement shall be voidable by the Company at its election,
without further notice to the Optionee.
10. REQUIREMENTS OF LAW
The Company shall not be required to transfer any Restricted Stock or
to sell or issue any shares upon the exercise of any Option or SAR if the
issuance of such shares will result in a violation by the Optionee or the
Company of any provisions of any law, statute or regulation of any governmental
<PAGE>
-8-
authority. Specifically, in connection with the Securities Act of 1933, as
amended (the "Securities Act"), upon the transfer of Restricted Stock or the
exercise of any Option or SAR the Company shall not be required to issue shares
unless the Board has received evidence satisfactory to it to the effect that the
holder of the Option or Other Right will not transfer such shares except
pursuant to a registration statement in effect under the Securities Act or
unless an opinion of counsel satisfactory to the Company has been received by
the Company to the effect that such registration is not required. Any
determination in this connection by the Board shall be conclusive. The Company
shall not be obligated to take any other affirmative action in order to cause
the transfer of Restricted Stock or the exercise of an Option or SAR to comply
with any law or regulations of any governmental authority, including, without
limitation, the Securities Act or applicable state securities laws.
11. CHANGES IN CAPITAL STRUCTURE
In the event that the outstanding shares of Common Stock are hereafter
changed for a different number or kind of shares or other securities of the
Company, by reason of a reorganization, recapitalization, exchange of shares,
stock split, combination of shares or dividend payable in shares or other
securities, a corresponding adjustment shall be made by the Committee in the
number and kind of shares or other securities covered by outstanding Options and
Other Rights, and for which Options or Other Rights may be granted under the
Plan. Any such adjustment in outstanding Options or Other Rights shall be made
without change in the total price applicable to the unexercised portion of the
Option, but the price per share specified in each Stock Option Agreement or
agreement as to Other Rights shall be correspondingly adjusted; provided,
however, that no adjustment shall be made with respect to an ISO that would
constitute a modification as defined in Section 424 of the Code. Any such
adjustment made by the Committee shall be conclusive and binding upon all
affected persons, including the Company and all Optionees.
If while unexercised Options or SARs remain outstanding under the Plan
the Company merges or consolidates with a wholly-owned subsidiary for the
purpose of reincorporating itself under the laws of another jurisdiction, the
Optionees will be entitled to acquire shares of Common Stock of the
reincorporated Company upon the same terms and conditions as were in effect
immediately prior to such reincorporation (unless such reincorporation involves
a change in the number of shares or the capitalization of the Company, in which
case proportional adjustments shall be made as provided above) and the Plan,
unless otherwise rescinded by the Board, will remain the Plan of the
reincorporated Company.
Except as otherwise provided in the preceding paragraph, if while
unexercised Options or SARs remain outstanding under the Plan the Company
<PAGE>
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merges or consolidates with one or more corporations (whether or not the Company
is the surviving corporation), or is liquidated or sells or otherwise disposes
of substantially all of its assets to another entity, or upon a Change of
Control (as defined herein), then, except as otherwise specifically provided to
the contrary in an Optionee's Stock Option Agreement, SAR Agreement or
Restricted Stock Agreement, the Committee shall, except as set forth below,
determine which of the following alternatives shall apply and shall thereupon
amend if necessary the terms of all outstanding Options and SARs so that:
(i) after the effective date of such merger, consolidation,
sale or Change of Control, as the case may be, each Optionee
shall be entitled, upon exercise of an Option or SAR, to
receive in lieu of shares of Common Stock the number and class
of shares of such stock or other securities(or, in the case of
an SAR, the value) to which he would have been entitled
pursuant to the terms of the merger, consolidation, sale or
Change of Control if he had been the holder of record of the
number of shares of Common Stock as to which the Option or SAR
is being exercised, or shall be entitled to receive from the
successor entity a new stock Option or stock appreciation
right of comparable value,
(ii) all outstanding Options and SARs shall be cancelled as of
the effective date of any such merger, consolidation,
liquidation, sale or Change of Control, provided that each
Optionee shall have the right to exercise his Option or SAR
according to its terms during the period of ten (10) days
ending on the day preceding the effective date of such merger,
consolidation, liquidation or sale or Change of Control, or
(iii) all outstanding Options and SARs shall be canceled as of
the effective date of any such merger, consolidation,
liquidation, sale or Change of Control in exchange for
consideration in cash or in kind, which consideration in both
cases shall be equal in value to the value of those shares of
stock or other securities the Optionee would have received had
the Option been exercised (to the extent then exercisable) and
no disposition of the shares acquired upon such exercise had
been made prior to such merger, consolidation, liquidation,
sale or Change in Control, less the option price therefor.
Upon receipt of such consideration by the Optionee, his or her
Option shall immediately terminate and be of no further force
and effect. The value of the stock or other securities the
Optionee would have received if the Option had been exercised
shall be determined in good faith by the Committee, and in the
case of shares of the Common Stock of the Company, in
accordance with the provisions of Section 5(b).
<PAGE>
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For purposes of this Section 11, a "Change in Control" shall
mean the acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the
Exchange Act) of beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) of 50% or more
of the combined voting or economic power of the then
outstanding voting securities of the Company entitled to vote
generally in the election of directors, but excluding, for
this purpose, any such acquisition by (i) the Company or any
of its subsidiaries or (ii) any corporation with re spect to
which, following such acquisition, more than 50% of the
combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in
the election of directors is then beneficially owned, directly
or indirectly, by individuals and entities who were the
beneficial owners of voting securities of the Company
immediately prior to such acquisition in substantially the
same proportion as their ownership, immediately prior to such
acquisition, of the combined voting power of the then
outstanding voting securities of the Company entitled to vote
generally in the election of directors.
In addition to the foregoing, the exercisability of all Options (except
as described in clause (iii) above) shall accelerate, except as otherwise
specifically set forth in the Optionee's Stock Option Agreement, upon such a
liquidation, sale or Change in Control or, in the case of a merger or
consolidation, only
(x) if such merger or consolidation involves a Change
of Control of the Company and the Company is the survivor of
such transaction, or
(y) if the Company is not the survivor of such merger or
consolidation and such survivor is a corporation or other entity with
respect to which, immediately following such transaction, more than 50%
of the combined voting power of the then outstanding voting securities
of such corporation or other entity entitled to vote generally in the
election of directors, trustees or comparable governing person or body
is not then beneficially owned, directly or indirectly, by individuals
and entities who were the beneficial owners of substantially all of the
outstanding voting securities of the Company immediately prior to such
transaction in substantially the same proportion as their ownership,
immediately prior to such transaction, of the combined voting power of
the then outstanding voting securities of the Company entitled to vote
generally in the election of directors.
<PAGE>
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Furthermore, in the case of a merger or consolidation to which the Corporation
is a party and which is not a merger or consolidation as described in clause (x)
or (y) above, the provisions of clause (i) above shall apply to all Options
except as otherwise specifically set forth in the Optionee's Stock Option
Agreement.
Upon such acceleration, any options or portion thereof originally
designated as ISOs that no longer qualify as incentive stock options under
Section 422 of the Code as a result of such acceleration shall be redesignated
as NSOs. All other adjustments to ISOs or assumptions of ISOs by any successor
corporation shall preserve their status as ISOs.
Except as expressly provided to the contrary in this Section 11, the
issuance by the Company of shares of stock of any class for cash or property or
for services, either upon direct sale or upon the exercise of rights or
warrants, or upon conversion of shares or obligations of the Company convertible
into such shares or other securities, shall not affect the number, class or
price of shares of Common Stock then subject to outstanding Options or SARs.
12. MISCELLANEOUS
(a) Nonassignability of Other Rights. No Other Rights shall be
assignable or transferable by the Optionee except by will or the laws
of descent and distribution. During the life of the Optionee, Other
Rights shall be exercisable only by the Optionee.
(b) No Guarantee of Employment. Neither the Plan nor any Stock
Option Agreement, SAR Agreement or Restricted Stock Agreement shall
give an employee the right to continue in the employment of the Company
or a Subsidiary, or give the Company or a Subsidiary the right to
require an employee to continue in employment.
(c) Tax Withholding. To the extent required by law, the
Company shall withhold or cause to be withheld income and other taxes
with respect to any income recognized by an Optionee by reason of the
exercise or vesting of an Option or Other Right, and as a condition to
the receipt of any Option or Other Right the Optionee shall agree that
if the amount payable to him by the Company or any Subsidiary in the
ordinary course is insufficient to pay such taxes, then he shall upon
the request of the Company pay to the Company an amount sufficient to
satisfy its tax withholding obligations.
Without limiting the foregoing, the Committee may in its
discretion permit any Optionee's withholding obligation to be paid in
whole or in part in the form of shares of Common Stock, by withholding
from the shares to be issued or by accepting delivery from the Optionee
<PAGE>
-12-
of shares already owned by him. The fair market value of the shares for
such purposes shall be determined as set forth in Section 5(b). An
Optionee may not make any such payment in the form of shares of Common
Stock acquired upon the exercise of an ISO until the shares have been
held by him for at least two (2) years after the date the ISO was
granted and at least one (1) year after the date the ISO was exercised.
If payment of withholding taxes is made in whole or in part in shares
of Common Stock, the Optionee shall deliver to the Company certificates
registered in his name representing shares of Common Stock legally and
beneficially owned by him, fully vested and free of all liens, claims
and encumbrances of every kind, duly endorsed or accompanied by stock
powers duly endorsed by the record holder of the shares represented by
such certificates.
(d) Use of Proceeds. The proceeds from the sale of shares
pursuant to Options or Other Rights shall constitute general funds of
the Company.
(e) Compliance with Rule 16b-3. With respect to Insiders,
transactions under the Plan are intended to comply with all applicable
conditions of Rule 16b-3 or its successor under the Exchange Act. To
the extent any provision of the Plan or action by the Committee fails
to so comply, it shall be deemed to be modified so as to be in
compliance with such Rule, or, if such modification is not possible, it
shall be deemed to be null and void, to the extent permitted by law and
deemed advisable by the Committee.
13. EFFECTIVE DATE, DURATION, AMENDMENT AND TERMINATION OF PLAN
The Plan shall be effective as of November 22, 1995, subject to
ratification by vote of the stockholders of the Company no later than twelve
(12) months after such date. The Committee may grant Options and Other Rights
under the Plan from time to time until the close of business on November 22,
2005. The Board may at any time amend the Plan, provided, however, that without
the approval of the Company's stockholders there shall be no: (i) increase in
the total number of shares covered by the Plan, except by operation of the
provisions of Section 11; (ii) change in the class of individuals eligible to
receive Options or Other Rights; (iii) reduction in the exercise price of any
ISO; (iv) extension of the latest date upon which any ISO may be exercised; or
(v) material increase of the obligations of the Company or rights of any
Optionee under the Plan or any Option or Other Rights granted pursuant to the
Plan or (vi) other change in the Plan that requires stockholder approval under
applicable law. No amendment shall adversely affect outstanding Options or Other
Rights without the consent of the Optionee. The Plan may be terminated at any
time by action of the Board, but any such termination will not terminate any
Options and Other Rights then outstanding, without the consent of the Optionee
to whom such Options and/or Other Rights are issued.
<PAGE>
[FORM OF INCENTIVE STOCK OPTION AGREEMENT]
UNITED TRANSNET, INC.
Incentive Stock Option Agreement
This Agreement made as of this ____ day of _______ by and between
United TransNet, Inc., a Delaware corporation (the "Company"), and (the
"Optionee").
WITNESSETH THAT:
WHEREAS, the Company has instituted a program entitled "United
TransNet, Inc. 1995 Stock Incentive Plan" (the "Plan"); and
WHEREAS, the Board of Directors of the Company (the "Board") has
authorized the grant of stock options upon certain terms and conditions set
forth below; and
WHEREAS, the Board has authorized the grant of this stock option
pursuant and subject to the terms of the Plan, a copy of which is attached
hereto and incorporated herein; and
WHEREAS, the Board has designated this stock option an incentive stock
option in accordance with Section 5 of the Plan;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements herein contained, the parties hereto agree as follows:
1. Grant. Pursuant and subject to the Plan, the Company does hereby
grant unto the Optionee a stock option (the "Option") to purchase from the
Company _____ (___) shares of its Common Stock ("Stock") upon the terms and
conditions set forth in the Plan and upon the additional terms and conditions
contained herein. This Option is intended to constitute an "incentive stock
option" within the meaning of Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code").
2. Option Price. This Option may be exercised at the Option price of
$[fair market value on date of grant, or, if the Optionee owns/is attributed
ownership of greater than 10% of the shares outstanding, at least 110% of fair
market value on date of grant] per share of Stock; subject to adjustment as
provided herein and in the Plan.
3. Term and Exercisability of Option. This Option shall expire ___
years after the date of grant set forth at the conclusion of this Agreement, and
shall be exercisable in accordance with and subject to the conditions set forth
on the attached Schedule A.
<PAGE>
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4. Method of Exercise. To the extent that the right to purchase shares
of Stock has accrued hereunder, this Option may be exercised from time to time
by written notice to the Company, substantially in the form attached hereto as
Exhibit 1, stating the number of shares with respect to which this Option is
being exercised, and accompanied by payment in full of the Option price for the
number of shares to be delivered, by means of payment acceptable to the Company
in accordance with Section 5(c) of the Plan. As soon as practicable after its
receipt of such notice, the Company shall, without transfer or issue tax to the
Optionee (or other person entitled to exercise this Option), deliver to the
Optionee (or other person entitled to exercise this Option), at the principal
executive offices of the Company or such other place as shall be mutually
acceptable, a certificate or certificates for such shares out of theretofore
authorized but unissued shares or reacquired shares of its Stock as the Company
may elect; provided, however, that the time of such delivery may be postponed by
the Company for such period as may be required for it with reasonable diligence
to comply with any applicable requirements of law. Payment of the Option price
may be made in cash or cash equivalents, or, in accordance with the terms and
conditions of Section 5(c) of the Plan, in whole or in part in shares of Stock
of the Company; provided, however, that the Board reserves the right upon
receipt of any written notice of exercise from the Optionee to require payment
in cash with respect to the shares contemplated in such notice. If the Optionee
(or other person entitled to exercise this Option) fails to pay for and accept
delivery of all of the shares specified in such notice upon tender of delivery
thereof, his right to exercise this Option with respect to such shares not paid
for may be terminated by the Company.
5. Non-assignability of Option. This Option shall not be assignable or
transferable by the Optionee except by will or by the laws of descent and
distribution. During the life of the Optionee, this Option shall be exercisable
only by such Optionee, or by a conservator or guardian duly appointed for him by
reason of his incapacity, or by the person appointed by the optionee in a
durable power of attorney acceptable to the Company's counsel.
6. Compliance with Securities Act. The Company shall not be obligated
to sell or issue any shares of Stock or other securities pursuant to the
exercise of this Option unless the shares of Stock or other securities with
respect to which this Option is being exercised are at that time effectively
registered or exempt from registration under the Securities Act of 1933, as
amended, and applicable state securities laws. In the event shares or other
securities shall be issued which shall not be so registered, the Optionee hereby
represents, warrants and agrees that he will receive such shares or other
securities for investment and not with a view to their resale or distribution,
and will execute an appropriate investment letter satisfactory to the Company
and its counsel.
<PAGE>
-3-
7. Legends. The Optionee hereby acknowledges that the stock certificate
or certificates evidencing shares of Stock or other securities issued pursuant
to any exercise of this Option will bear a legend setting forth the restrictions
on their transferability described in Section 6 hereof.
8. Rights as Stockholder. The Optionee shall have no rights as a
stockholder with respect to any shares covered by this Option until the date of
issuance of a stock certificate to him for such shares. No adjustment shall be
made for dividends or other rights for which the record date is prior to the
date such stock certificate is issued.
9. Termination or Amendment of Plan. The Board may terminate or amend
the Plan at any time. No such termination or amendment will affect rights and
obligations under this Option, to the extent it is then in effect and
unexercised.
10. Effect Upon Employment. Nothing in this Option or the Plan shall be
construed to impose any obligation upon the Company to employ the Optionee or to
retain the Optionee in its employ or to engage or retain the services of the
Optionee.
11. Time for Acceptance. Unless the Optionee shall evidence his
acceptance of this Option by execution of this Agreement within ten (10) days
after its delivery to him, the Option and this Agreement may be declared null
and void at the Company's option.
12. General Provisions.
(a) Amendment; Waivers. This Agreement, including the Plan,
contains the full and complete understanding and agreement of the
parties hereto as to the subject matter hereof and may not be modified
or amended, nor may any provision hereof be waived, except by a further
written agreement duly signed by each of the parties. The waiver by
either of the parties hereto of any provision hereof in any instance
shall not operate as a waiver of any other provision hereof or in any
other instance.
(b) Binding Effect. This Agreement shall inure to the benefit
of and be binding upon the parties hereto and their respective heirs,
executors, administrators, representatives, successors and assigns.
(c) Governing Law. This Agreement has been executed in Georgia
and shall be governed by and construed in accordance with the laws of
the State of Georgia.
(d) Construction. This Agreement is to be construed in
accordance with the terms of the Plan. In case of any
<PAGE>
-4-
conflict between the Plan and this Agreement, the Plan shall control.
The titles of the sections of this Agreement and of the Plan are
included for convenience only and shall not be construed as modifying
or affecting their provisions. The masculine gender shall include both
sexes; the singular shall include the plural and the plural the
singular unless the context otherwise requires.
(e) Notices. Any notice in connection with this Agreement
shall be deemed to have been properly delivered if it is in writing and
is delivered in hand or sent by registered mail, postage prepaid, to
the party addressed as follows, unless another address has been
substituted by notice so given:
To the Optionee: To his address as set forth on the signature
page hereof.
To the Company: United TransNet, Inc.
1080 Holcomb Bridge Road
Building 200, Suite 140
Roswell, GA 30076
copy to: Sullivan & Worcester
One Post Office Square
Boston, MA 02109
Attention: Peter G. Johannsen, Esq.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its officer thereunto duly authorized, and its corporate seal to be
affixed as of the date set forth below.
Date of grant:
__________,____ United TransNet, Inc.
By:____________________________
Title:_________________________
(Corporate Seal)
Attest:
____________________________
Secretary
<PAGE>
-5-
A C C E P T A N C E
I hereby accept the foregoing Option in accordance with its terms and
conditions and in accordance with the terms and conditions of the United
TransNet, Inc. 1995 Stock Incentive Plan.
____________________________ ____________________________
Date (Signature of Optionee)1
Notice Address:
____________________________
____________________________
____________________________
- --------
1 Also sign Schedule A.
<PAGE>
Schedule A
Percentage of Total Option
Date Shares Subject to Exercise
Incremental Cumulative
Amount Amount
On or after ________________ [20%] [20%]
On or after ________________ [30%] [50%]
On or after ________________ [30%] [80%]
On or after ________________ [20%] [100%]
To the extent that this Option has not become exercisable at the date
of the termination of the Optionee's employment by the Company or a Subsidiary,
it shall expire as of such date. In the event that before this Option has been
exercised in full, the Optionee ceases to be an employee of the Company or a
Subsidiary for any reason other than his death or his retirement on account of
disability, he may exercise this Option to the extent that it had become
exercisable on the date of termination of his employment, during the period
ending on the earlier of (i) the date on which the Option expires in accordance
with Section 3 of this Agreement or (ii) three months after the date of
termination of the Optionee's employment by the Company or a Subsidiary. In the
event of the death of the Optionee, or his retirement on account of disability,
before this Option has been exercised in full, the personal representative of
the Optionee may exercise this Option to the extent that it had become
exercisable on the date of his death or his retirement on account of disability,
during the period ending on the earlier of (i) the date on which the Option
expires in accordance with Section 3 of this Agreement or (ii) the first
anniversary of the date of the Optionee's death or his retirement on account of
disability.
I acknowledge the foregoing:
______________________________
(Signature of Optionee)
Date:_________________________
<PAGE>
EXHIBIT 1 to
Incentive Stock
Option Agreement
[FORM FOR EXERCISE OF INCENTIVE STOCK OPTION)
United TransNet, Inc.
1080 Holcomb Bridge Road
Building 200, Suite 140
Roswell, GA 30076
RE: Exercise of Incentive Stock Option under United TransNet,
Inc. 1995 Stock Incentive Plan (the "Plan")
Gentlemen:
Please take notice that the undersigned hereby elects to exercise the
stock option granted to _____________________ on ________________, 19__ by and
to the extent of purchasing __________ shares of the Common Stock of United
TransNet, Inc., for the Option price of $_______________ per share, subject to
the terms and conditions of the Incentive Stock Option Agreement between and
United TransNet, Inc. dated as of __________________, 19__ and the Plan.
The undersigned encloses herewith payment, in cash or in such other
property as is permitted under the Plan, of the purchase price for said shares.
If the undersigned is making payment of any part of the purchase price by
delivery of shares of stock of United TransNet, Inc., he hereby confirms that he
has investigated and considered the possible income tax consequences to him of
making such payments in that form.
<PAGE>
-2-
The undersigned hereby specifically confirms to United TransNet, Inc.
that he is acquiring the shares for investment and not with a view to their sale
or distribution, and that the shares shall be held subject to all of the terms
and conditions of the Incentive Stock Option Agreement and the Plan.
Very truly yours,
____________________________ ____________________________
Date (Signed by ______________ or
other party duly exercising Option)
<PAGE>
[FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT]
UNITED TRANSNET, INC.
Non-Oualified Stock Option Agreement
This Agreement made as of this __________ day of ____________ by and
between United TransNet, Inc., a ________________ corporation (the "Company"),
and _________________(the "Optionee").
WITNESSETH THAT:
WHEREAS, the Company has instituted a program entitled "United
TransNet, Inc. 1995 Stock Incentive Plan" (the "Plan"); and
WHEREAS, the Board of Directors of the Company (the "Board") has
authorized the grant of stock options upon certain terms and conditions set
forth below; and
WHEREAS, the Board has authorized the grant of this stock option
pursuant and subject to the terms of the Plan, a copy of which is attached
hereto and incorporated herein; and
WHEREAS, the Board has designated this stock option a non-qualified
Option in accordance with Section 5 of the Plan;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements herein contained, the parties hereto agree as follows:
1. Grant. Pursuant and subject to the Plan, the Company does hereby
grant unto the Optionee a stock option (the "Option") to purchase from the
Company __________ (_____) shares of its Common Stock ("Stock") upon the terms
and conditions set forth in the Plan and upon the additional terms and
conditions contained herein. This Option is not intended to be an incentive
stock option or to qualify for special federal income tax treatment under
section 422 of the Internal Revenue Code of 1986, as amended.
2. Option Price. This Option may be exercised at the Option price of $[
fair market value] per share of Stock, subject to adjustment as provided herein
and in the Plan.
3. Term and Exercisability of Option. This Option shall expire __ years
after the date of grant set forth at the conclusion of this agreement, and shall
be exercisable in accordance with and subject to the conditions set forth on the
attached Schedule A.
<PAGE>
-2-
4. Method of Exercise. To the extent that the right to purchase shares
of Stock has accrued hereunder, this Option may be exercised from time to time
by written notice to the Company, substantially in the form attached hereto as
Exhibit 1, stating the number of shares with respect to which this Option is
being exercised, accompanied by payment in full of the Option price for the
number of shares to be delivered, by means of payment acceptable to the Company
in accordance with Section 5(c) of the Plan. As soon as practicable after its
receipt of such notice, the Company shall, without transfer or issue tax to the
Optionee (or other person entitled to exercise this Option), deliver to the
Optionee (or other person entitled to exercise this Option), at the principal
executive offices of the Company or such other place as shall be mutually
acceptable, a certificate or certificates for such shares out of theretofore
authorized but unissued shares or reacquired shares of its Stock as the Company
may elect; provided, however, that the time of such delivery may be postponed by
the Company for such period as may be required for it with reasonable diligence
to comply with any applicable requirements of law. Payment of the Option price
may be made in cash or cash equivalents, or, in accordance with the terms and
conditions of Section 5(c) of the Plan, in whole or in part in shares of Stock
of the Company; provided, however, that the Board reserves the right upon
receipt of any written notice of exercise from the Optionee to require payment
in cash with respect to the shares contemplated in such notice. If the Optionee
(or other person entitled to exercise this Option) fails to pay for and accept
delivery of all of the shares specified in such notice upon tender of delivery
thereof, his right to exercise this Option with respect to such shares not paid
for may be terminated by the Company.
5. Withholding Taxes. The Optionee hereby agrees, as a condition to any
exercise of this Option, to provide to the Company an amount sufficient to
satisfy its obligation to withhold certain federal, state and local taxes
arising by reason of such exercise (the "Withholding Amount"), by (a)
authorizing the Company to withhold the Withholding Amount from his cash
compensation, or (b) remitting the Withholding Amount to the Company in cash;
provided that to the extent that the Withholding Amount is not provided by one
or a combination of such methods, the Company may at its election withhold from
the Stock delivered upon exercise of this Option that number of shares having a
fair market value, on the date of exercise, sufficient to eliminate any
deficiency in the Withholding Amount.
6. Non-assignability of Option. This Option shall not be assignable or
transferable by the Optionee except by will or by the laws of descent and
distribution. During the life of the Optionee, this Option shall be exercisable
only by such Optionee.
7. Compliance with Securities Act. The Company shall not be obligated
to sell or issue any shares of Stock or other securities pursuant to the
exercise of this Option unless the shares of Stock or other securities with
<PAGE>
-3-
respect to which this Option is being exercised are at that time effectively
registered or exempt from registration under the Securities Act of 1933, as
amended, and applicable state securities laws. In the event shares or other
securities shall be issued which shall not be so registered, the Optionee hereby
represents, warrants and agrees that he will receive such shares or other
securities for investment and not with a view to their resale or distribution,
and will execute an appropriate investment letter satisfactory to the Company
and its counsel.
8. Legends. The Optionee hereby acknowledges that the stock certificate
or certificates evidencing shares of Stock or other securities issued pursuant
to any exercise of this Option will bear a legend setting forth the restrictions
on their transferability described in Section 7 hereof.
9. Rights as Stockholder. The Optionee shall have no rights as a
stockholder with respect to any shares covered by this Option until the date of
issuance of a stock certificate to him for such shares. No adjustment shall be
made for dividends or other rights for which the record date is prior to the
date such stock certificate is issued.
10. Termination or Amendment of Plan. The Board may terminate or amend
the Plan at any time. No such termination or amendment will affect rights and
obligations under this Option to the extent it is then in effect and
unexercised.
11. Effect Upon Employment. Nothing in this Option or the Plan shall be
construed to impose any obligation upon the Company to employ the Optionee or to
retain the Optionee in its employ or to engage or retain the services of the
Optionee.
12. Time for Acceptance. Unless the Optionee shall evidence his
acceptance of this Option by execution of this Agreement within ten (10) days
after its delivery to him, the Option and this Agreement may be declared null
and void at the Company's Option.
13. General Provisions.
(a) Amendment; Waivers. This Agreement, including the
provision hereof in any instance shall not operate as a waiver of Plan,
contains the full and complete understanding and agreement of the
parties hereto as to the subject matter hereof and may not be modified
or amended, nor may any provision hereof be waived, except by a further
written agreement duly signed by each of the parties. The waiver by
either of the parties hereto of any other provision hereof or in any
other instance.
(b) Binding Effect. This Agreement shall inure to the benefit
of and be binding upon the parties hereto and their respective heirs,
executors, administrators, representatives, successors and assigns.
<PAGE>
-4-
(c) Governing Law. This Agreement has been executed in Georgia
and shall be governed by and construed in accordance with the laws of
the State of Georgia.
(d) Construction. This Agreement is to be construed in
accordance with the terms of the Plan. In case of any conflict between
the Plan and this Agreement, the Plan shall control. The titles of the
sections of this Agreement and of the Plan are included for convenience
only and shall not be construed as modifying or affecting their
provisions. The masculine gender shall include both sexes; the singular
shall include the plural and the plural the singular unless the context
otherwise requires.
(e) Notices. Any notice in connection with this Agreement
shall be deemed to have been properly delivered if it is in writing and
is delivered in hand or sent by registered mail, postage prepaid, to
the party addressed as follows, unless another address has been
substituted by notice so given:
To the Optionee: To his address as listed on the books of
the Company.
To the Company: United TransNet, Inc.
1080 Holcomb Bridge Road
Building 200, Suite 140
Roswell, GA 30076
Copy to: Sullivan & Worcester
One Post Office Square
Boston, MA 02109
Attention: Peter G. Johannsen, Esq.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by the undersigned by its officer thereunto duly authorized, and its
corporate seal to be affixed as of the date set forth below.
Date of grant: United TransNet, Inc.
______________, ____
By:______________________
Title:___________________
(Corporate Seal)
Attest:
___________________
Secretary
<PAGE>
-5-
A C C E P T A N C E
I hereby accept the foregoing Option in accordance with its terms and
conditions and in accordance with the terms and conditions of the United
TransNet, Inc. 1995 Stock Incentive Plan.
____________________ ___________________________
Date (Signature of Optionee)1
Notice Address:
___________________________
___________________________
___________________________
- --------
1 Also sign Schedule A.
<PAGE>
Schedule A
Percentage of Total Option
Date Shares Subject to Exercise
Incremental Cumulative
Amount Amount
On or after ________________ [20%] [20%]
On or after ________________ [30%] [50%]
On or after ________________ [30%] [80%]
On or after ________________ [20%] [100%]
To the extent that this Option has not become exercisable at the date
of the termination of the Optionee's employment by the Company or a Subsidiary,
it shall expire as of such date. In the event that before this Option has been
exercised in full, the Optionee ceases to be an employee of the Company or a
Subsidiary for any reason other than his death or his retirement on account of
disability, he may exercise this Option to the extent that it had become
exercisable on the date of termination of his employment, during the period
ending on the earlier of (i) the date on which the Option expires in accordance
with Section 3 of this Agreement or (ii) three months after the date of
termination of the Optionee's employment by the Company or a Subsidiary. In the
event of the death of the Optionee, or his retirement on account of disability,
before this Option has been exercised in full, the personal representative of
the Optionee may exercise this Option to the extent that it had become
exercisable on the date of his death or his retirement on account of disability,
during the period ending on the earlier of (i) the date on which the Option
expires in accordance with Section 3 of this Agreement or (ii) the first
anniversary of the date of the Optionee's death or his retirement on account of
disability.
I acknowledge the foregoing:
___________________________
(Signature of Optionee)
Date:_____________________
<PAGE>
Exhibit 1 to Non-qualified
Stock Option Agreement
[FORM FOR EXERCISE OF NON-QUALIFIED STOCK OPTION]
United TransNet, Inc.
1080 Holcomb Bridge Road
Building 200, Suite 140
Roswell, GA 30076
RE: Exercise of Non-qualified Option under United TransNet,
Inc. 1995 Stock Incentive Plan (the "Plan")
Gentlemen:
Please take notice that the undersigned hereby elects to exercise the
stock option granted to ___________________ on ________________, 19_ by and to
the extent of purchasing shares of the Common Stock of United TransNet, Inc. for
the Option price of $______________ per share, subject to the terms and
conditions of the Non-qualified Stock Option Agreement between
___________________ and United TransNet, Inc. dated as of 19__ and the Plan.
The undersigned encloses herewith payment in cash or in such other
property as is permitted under the Plan of the purchase price for said shares.
If the undersigned is making Payment of any part of the purchase price by
delivery of shares of stock of United TransNet, Inc., he hereby confirms that he
has investigated and considered the possible income tax consequences to him of
making such payments in that form.
<PAGE>
-2-
The undersigned hereby specifically confirms to United TransNet, Inc.
that he is acquiring the shares for investment and not with a view to their sale
or distribution, and that the shares shall be held subject to all of the terms
and conditions of the Stock Option Agreement and the Plan.
Very truly yours,
___________________________ ________________________________
Date (Signed by_____________________
or other party duly exercising
Option)
EXHIBIT 4.2
UNITED TRANSNET, INC.
1996 STOCK AND OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
1. PURPOSE
The purpose of this 1996 Stock and Option Plan for Non- Employee
Directors (the "Plan") is to advance the interests of United TransNet, Inc. (the
"Company") and its Subsidiaries (as hereinafter defined) by providing to each of
the Directors of the Company who is not also an officer or an employee of the
Company or a Subsidiary an added incentive to continue in the service of the
Company, and a more direct interest in its future success, by providing
favorable opportunities for them to participate in the ownership of the Company
and in its future growth through the acquisition of stock of the Company and by
granting to those Directors options ("Options," and each individually an
"Option") to purchase stock of the Company, subject to the terms and conditions
of the Plan. The term "Subsidiary" as used in the Plan means a corporation,
partnership or other entity whose controlling stock or other ownership interest
is owned directly or indirectly by the Company.
The Options granted hereunder are not intended to be incentive stock
options or to qualify for special federal income tax treatment under Section 422
of the Internal Revenue Code of 1986, as amended (the "Code").
2. ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Board of Directors of the Company
(the "Board"). A majority of the Directors acting upon a particular matter shall
have no personal interest in the matter with which they are concerned. The Board
shall appoint a person (the "Plan Administrator") to keep records of all
Elections (as defined in Section 5).
The Board shall have no authority, discretion or power to select the
participants who will receive Common Stock pursuant to the terms of the Plan (a
"Grant"), to set the number of shares to be issued in connection with a Grant,
to select the participants who will receive Options, to set the number of shares
to be covered by each Option, to set the exercise price or the period within
which Options may be exercised, or to alter any other terms or conditions
specified herein, except in the sense of administering the Plan subject to its
express provisions and except in accordance with Section 12.
Subject to the foregoing limitations, the Board may: (1) construe the
respective Stock Option Agreements and Plan and make all other determinations
necessary or advisable for administering the Plan; (2) correct any defect or
<PAGE>
2
supply any omission or reconcile any inconsistency in the Plan or in any Stock
Option Agreement in the manner and to the extent it shall deem expedient to
carry it into effect; and (3) constitute and appoint a person or persons
selected by the Board to execute and deliver in the name and on behalf of the
Company all agreements, instruments and other documents. Notwithstanding the
foregoing, the Board shall have no discretionary or interpretative power or
authority with respect to any Grant or Option that would cause any Non-Employee
Director (as defined in Section 4) to fail to be a "disinterested person" as
defined in Rule 16b-3 or its successor under the Securities Exchange Act of
1934, as amended (the "Exchange Act").
3. STOCK SUBJECT TO THE PLAN
The total number of shares of stock that may be subject to grant under
the Plan shall be 50,000 of the Company's outstanding Common Stock, $0.001 par
value per share (the "Common Stock"), from either authorized but unissued shares
or treasury shares. The number of shares stated in this Section 3 shall be
subject to adjustment in accordance with the provisions of Section 9. In the
event that any Options granted under the Plan shall be surrendered to the
Company or shall terminate, lapse, or expire for any reason without having been
exercised in full, the shares not purchased under such Options shall be
available again for issuance pursuant to the Plan.
4. ELIGIBILITY
Only Non-Employee Directors (as hereinafter defined) may be granted
Common Stock or Options under the Plan. The term "Grantee," as used in the Plan,
refers to a Non-Employee Director to whom Common Stock has been granted. The
term "Optionee," as used in the Plan, refers to any individual to whom an Option
has been granted.
The term "Non-Employee Director" as used in the Plan means an
individual who (a) is now or hereafter becomes a member of the Board by virtue
of an election by the stockholders of the Company or election or appointment by
the Board, and (b) is neither an employee nor an officer of the Company or a
Subsidiary. The term "Director Retainer Fee" as used in the Plan means the
annual retainer fee paid to a Non-Employee Director. The term "Director's
Compensation" as used in the Plan means all payments to an individual for
services rendered as a Director of the Company and as a Chairman of any
committee of the Board and shall include the annual retainer fee and fees paid
for attendance at meetings of the Board or any committee thereof, other than
that portion of a Director's Director Retainer Fee that is paid in accordance
with Section 6 of this Plan.
<PAGE>
3
The amount of a Director's Compensation paid to a Non- Employee
Director in cash shall be reduced pro-rata to reflect his election to receive
grants of Common Stock in lieu of cash.
5. ELECTION CONCERNING DIRECTOR'S COMPENSATION
Each Non-Employee Director may make an irrevocable election (an
"Election"), in accordance with the terms of this Section 5, either (a) to
receive a grant of Common Stock in lieu of cash for twenty-five percent (25%),
fifty percent (50%), seventy-five percent (75%) or 100 percent (100%) of his
Director's Compensation, or (b) not to participate in this Section 5 of the
Plan. Elections shall be made in writing and delivered to the Plan Administrator
and shall, except as otherwise provided in this Section 5, apply to all of a
Director's Compensation paid at least six (6) months after the date the Election
is delivered to the Plan Administrator. The Elections of Non-Employee Directors
serving on the Effective Date shall be delivered to the Plan Administrator on or
before June 30, 1996. The Elections of individuals who subsequently become
Non-Employee Directors shall be delivered to the Plan Administrator on or before
the June 30 or December 31 next following the date on which they become members
of the Board, and such Non-Employee Directors shall not be eligible to
participate in this Section 5 of the Plan prior to the June 30 or December 31
next following the date on which the Non-Employee Director first becomes a
member of the Board. A Non-Employee Director may revoke or change his Election
by filing a new Election with the Plan Administrator; provided, however, that in
no event shall the effective date of an Election be less than six (6) months
after the date of delivery of the Election to the Plan Administrator.
On each date on which a payment of Director's Compensation is due,
Common Stock shall be granted to Non-Employee Directors who have on file with
the Plan Administrator an Election to forego all or part of their cash
Director's Compensation. Each Grant shall be for that number of shares of Common
Stock that is equal in fair market value, as determined pursuant to Section
7(a), to 100 percent (100%) of the foregone cash Director's Compensation;
provided, however, that if the result of the computation just described includes
a fractional share, the number of shares granted shall be reduced by the amount
of the fractional share and the Non-Employee Director shall receive such amount
in cash. In the event the aggregate number of shares of Common Stock authorized
under the Plan and to be granted under this Section 5 is insufficient to make
such grants in full, after giving effect to any Options which are to be granted
on such date, each Non-Employee Director shall be awarded a pro-rata portion of
the available shares.
<PAGE>
4
6. ANNUAL FORMULA AWARDS OF OPTIONS
As of the first day of each calendar year following the calendar year
in which the Plan is adopted (the "Grant Date"), there shall be granted to each
Non-Employee Director who is an incumbent member of the Board on that date an
Option to acquire that number of shares of Common Stock that must be taken into
account in order for the Option to have a value, determined using the
Black-Scholes formula as described in Appendix A, equal to 70 percent (70%) of
the Director Retainer Fee in effect for the preceding calendar year.
If on any Grant Date the number of shares remaining available under the
Plan is fewer than the aggregate number calculated under the preceding paragraph
of this Section 6 for all Non-Employee Directors then serving, then the number
of shares so remaining shall be apportioned pro-rata among the Options to be
granted on that Grant Date; provided, however, that the number of shares to be
granted under each Option shall always be a whole number.
Notwithstanding the foregoing, if a Non-Employee Director's service
terminates during a calendar year for any reason whatsoever, his Director
Retainer Fee for such year shall be prorated for the portion of the year served
and all of the pro-rated Director Retainer Fee, including the portion normally
payable in the form of an Option pursuant to this Section 6, shall be paid to
him in the form of cash promptly upon termination; provided, however, that the
Non-Employee Director may prior to such payment elect to receive all or a
portion of his cash Director's Compensation, including the portion of his
Director Retainer Fee that would have been paid in the form of an Option but for
his termination from service, in the form of Common Stock pursuant to Section 5
above.
7. TERMS OF OPTIONS
Each Option shall be evidenced by a written Stock Option Agreement in
such form as the Board shall approve from time to time, which shall conform to
the following terms and conditions and such other terms and conditions not
inconsistent with the Plan as the Board considers appropriate in each case:
(a) Option Price. The option exercise price per share of
Common Stock under each Option shall be the fair market value of the
Common Stock on the Grant Date. For purposes of the Plan, except as may
be otherwise explicitly provided in the Plan or in any Stock Option
Agreement, the "fair market value" of a share of Common Stock at any
particular date shall be determined according to the following rules:
(i) if the Common Stock is not at the time listed or admitted to
trading on a stock exchange or the Nasdaq National Market, the fair
<PAGE>
5
market value shall be the closing price of the Common Stock on the
date in question in the over-the-counter market, as such price is
reported in a publication of general circulation selected by the Board
and regularly reporting the price of the Common Stock in such market;
provided, however, that if the price of the Common Stock is not so
reported, the fair market value shall be determined in good faith by
the Board, which may take into consideration (1) the price paid for
the Common Stock in the most recent trade of a substantial number of
shares known to the Board to have occurred at arm's length between
willing and knowledgeable investors, or (2) an appraisal by an
independent party, or (3) any other method of valuation undertaken in
good faith by the Board, or some or all of the above as the Board
shall in its discretion elect; or (ii) if the Common Stock is at the
time listed or admitted to trading on any stock exchange or the Nasdaq
National Market, then the fair market value shall be the mean between
the lowest and highest reported sale prices (or the lowest reported
bid price and the highest reported asked price) of the Common Stock on
the date in question on the principal exchange on which the Common
Stock is then listed or admitted to trading. If no reported sale of
Common Stock takes place on the date in question on the principal
exchange or the Nasdaq National Market, as the case may be, then the
fair market value shall be the mean between the lowest and highest
reported sale prices (or the lowest reported bid price and the highest
reported asked price) of the Common Stock on the last day prior to
such date for which there was trading reported on the principal
exchange or the Nasdaq National Market, as the case may be.
(b) Settlement of Options. Payment of the exercise price shall
be made in cash or check payable to the Company or, at the Optionee's
election (but only if such election shall not cause such Optionee to
cease to be a "disinterested person" within the meaning of Rule 16b-3
under the Exchange Act), by delivery of shares of Common Stock of the
Company already owned by the Optionee or to be received upon exercise
of the Option, or by a "cashless exercise" through a broker acceptable
to the Company, as described in the following paragraph.
Options may be exercised by means of a "cashless exercise"
procedure approved in all respects in advance by the Plan
Administrator, in which a broker: (i) transmits the option price to the
Company in cash or acceptable cash equivalents, either (1) against the
Optionee's notice of exercise and the Company's confirmation that it
will deliver to the broker stock certificates issued in the name of the
broker for at least that number of shares having a fair market value
equal to the option price, or (2) as the proceeds of a margin loan to
the Optionee; or (ii) agrees to pay the option price to the Company in
cash or acceptable cash equivalents upon the broker's receipt from the
<PAGE>
6
Company of stock certificates issued in the name of the broker for at
least that number of shares having a fair market value equal to the
option price. The Optionee's written notice of exercise of an Option
pursuant to a "cashless exercise" procedure must include the name and
address of the broker involved, a clear description of the procedure
and such other information or undertaking by the broker as the Plan
Administrator shall reasonably require.
If payment of the option price is to be made in shares of
Common Stock already owned by the Optionee or to be received upon
exercise of the Option, such shares must be fully vested and free of
all liens, claims and encumbrances of any kind; provided, further, that
the Optionee may not make payment in shares of Common Stock that he
acquired upon the earlier exercise of any incentive stock option,
unless he has held the shares until at least two (2) years after the
date the incentive stock option was granted and at least one (1) year
after the date the incentive stock option was exercised. If payment is
made in whole or in part in shares of Common Stock, then the Optionee
shall deliver to the Company certificates registered in his name
representing a number of shares of Common Stock legally and
beneficially owned by him, fully vested and free of all liens, claims
and encumbrances of every kind and having a fair market value on the
date of delivery that is not greater than the exercise price, such
certificates to be duly endorsed, or accompanied by stock powers duly
endorsed, by the record holder of the shares represented by such
certificates. If the exercise price exceeds the fair market value of
the shares for which certificates are delivered, the Optionee shall
also deliver cash or a check payable to the order of the Company in an
amount equal to the amount of that excess.
(c) Restrictions on Exercise.
(i) Each Option shall be immediately exercisable
in full on the Grant Date.
(ii) The minimum number of shares with respect to
which an Option may be exercised at any one time shall be 100 shares,
or such lesser number as is subject to exercise under the Option at the
time.
(d) Duration.
(i) Except as otherwise provided in this Section
7(d), each Option shall expire no later than ten (10) years after the
Grant Date.
(ii) In the event of a Non-Employee Director's
retirement on account of maximum age, permanent disability, failure to
be re-elected as a Director or to stand for re-election, resignation,
<PAGE>
7
or other termination of service (collectively, a "Separation from
Service"), the Option may be exercised by the Non-Employee Director
during its specified term within sixty (60) days of the Separation
from Service; provided, however, that in the event a Non-Employee
Director is removed for cause, the Option shall automatically
terminate as of the date of his removal from office.
(iii) In the event of a Non-Employee Director's
death, the Option may be exercised by his heirs, legatees, or legal
representatives during its specified term within one (1) year of the
date of death.
(e) Method of Exercise. An Option may be exercised in full at
one time or in part from time to time by written notice to the Chief
Financial Officer of the Company stating the number of shares with
respect to which the Option is being exercised and accompanied by
payment in full for such shares in accordance with Section 7. Such
notice shall be delivered in person or by facsimile transmission to the
Chief Financial Officer or shall be sent by registered mail, return
receipt requested, to the Chief Financial Officer, in which case
delivery shall be deemed made on the date such notice is deposited in
the mail.
At the time specified in an Optionee's notice of exercise, the
Company shall, without issue or transfer tax to the Optionee, deliver
to the Optionee (or other person entitled to exercise the Option) at
the main office of the Company, or such other place as shall be
mutually acceptable, a certificate for the shares as to which the
Option is exercised. If the Optionee fails to pay for or to accept
delivery of all or any part of the number of shares specified in the
notice upon tender of delivery thereof, the right to exercise the
Option with respect to those shares shall be terminated, unless the
Company otherwise agrees.
Notwithstanding the foregoing, the Company may delay issuance
of shares pursuant to an Option (i) until the person exercising the
Option has complied with all of the terms and conditions of the Plan
and the applicable Stock Option Agreement, and (ii) for such period as
may be required for the Company with reasonable diligence to comply
with any applicable requirements of law.
8. PURCHASE FOR INVESTMENT
The Company shall not be required to transfer any Common Stock issued
pursuant to the Plan or to sell or issue any Common Stock upon exercise of any
Option or pursuant to Section 5 hereof if the transfer, sale, or issuance of
such shares will result in a violation by the Non-Employee Director or the
Company of any provisions of any law, statute or regulation of any governmental
<PAGE>
8
authority. Specifically, in connection with the Securities Act of 1933, as
amended (the "Securities Act"), upon the exercise of an Option or the issuance
of Common Stock pursuant to Section 5 the Company shall not be required to issue
shares unless the Board has received evidence satisfactory to it to the effect
that the Non-Employee Director will not transfer such shares except pursuant to
a registration statement in effect under the Securities Act or unless an opinion
of counsel satisfactory to the Company has been received by the Company to the
effect that such registration is not required. Any determination in this
connection by the Board shall be conclusive. The Company shall not be obligated
to take any other affirmative action in order to cause the transfer, sale, or
issue of Common Stock to comply with any law or regulations of any governmental
authority, including, without limitation, the Securities Act or applicable state
securities laws.
9. CHANGES IN CAPITAL STRUCTURE
In the event that the outstanding shares of Common Stock are hereafter
changed for a different number or kind of shares or other securities of the
Company, by reason of a reorganization, recapitalization, exchange of shares,
stock split, combination of shares or dividend payable in shares or other
securities, a corresponding adjustment shall be made by the Board in the number
and kind of shares of Common Stock or other securities subject to the Plan, or
subject to any outstanding Options; provided, however, that no such adjustment
shall result in any Optionee's holding an Option to purchase a fractional share,
and to the extent necessary to eliminate fractional shares, numbers of shares
shall be rounded down to the next whole number. Any adjustment in outstanding
Options shall be made without change in the total exercise price applicable to
the unexercised portion of the Option, but the price per share specified in each
Stock Option Agreement shall be correspondingly adjusted. Any adjustment made by
the Board shall be conclusive and binding upon all affected persons, including
the Company and all Non-Employee Directors.
If while unexercised Options remain outstanding under the Plan the
Company merges or consolidates with a wholly-owned subsidiary or other affiliate
for the purpose of reincorporating itself under the laws of another
jurisdiction, the Optionees will be entitled to acquire shares of Common Stock
of the reincorporated Company upon the same terms and conditions as were in
effect immediately prior to such reincorporation (unless such reincorporation
involves a change in the number of shares or the capitalization of the Company,
in which case proportional adjustments shall be made as provided above) and the
Plan, unless otherwise rescinded by the Board, will remain the Plan of the
reincorporated Company.
<PAGE>
9
Except as otherwise provided in the preceding paragraph, if while
unexercised Options remain outstanding under the Plan the Company merges or
consolidates with one or more corporations (whether or not the Company is the
surviving corporation), or is liquidated or sells or otherwise disposes of
substantially all of its assets to another entity, or upon a Change of Control
(as defined herein), then, except as otherwise specifically provided to the
contrary in an Optionee's Stock Option Agreement, the Board, in its discretion,
shall amend the terms of all outstanding Options so that either:
(i) after the effective date of such merger,
consolidation, sale or Change of Control, as the case may be, each
Optionee shall be entitled, upon exercise of an Option, to receive in
lieu of shares of Common Stock the number and class of shares of such
stock or other securities to which he would have been entitled pursuant
to the terms of the merger, consolidation, sale or Change of Control if
he had been the holder of record of the number of shares of Common
Stock as to which the Option is being exercised, or shall be entitled
to receive from the successor entity a new stock option of comparable
value; or
(ii) all outstanding Options shall be cancelled as of
the effective date of any such merger, consolidation, liquidation, sale
or Change of Control, provided that each Optionee shall have the right
to exercise his Option according to its terms during the period of ten
(10) days ending on the day preceding the effective date of such
merger, consolidation, liquidation, sale or Change of Control; or
(iii) all outstanding Options shall be cancelled as
of the effective date of any such merger, consolidation, liquidation,
sale or Change of Control in exchange for consideration in cash or in
kind, which consideration in both cases shall be equal in value to the
value of those shares of stock or other securities the Optionee would
have received had the Option been exercised in full and no disposition
of the shares acquired upon such exercise had been made prior to such
merger, consolidation, liquidation, sale or Change in Control, less the
option price therefor. Upon receipt of such consideration by the
Optionee, his or her Option shall immediately terminate and be of no
further force and effect. The value of the stock or other securities
the Optionee would have received if the Option had been exercised shall
be determined in good faith by the Board, and in the case of shares of
the Common Stock of the Company, in accordance with the provisions of
Section 7(a).
For purposes of this Section 9, a "Change in Control" shall
mean the acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) of
<PAGE>
10
beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of fifty percent (50%) or more of the combined
voting or economic power of the then outstanding voting securities of
the Company entitled to vote generally in the election of directors,
but excluding for this purpose, any such acquisition by (i) the
Company or any Subsidiary or (ii) any corporation with respect to
which, following such acquisition, more than 50% of the combined
voting power of the then outstanding voting securities of such
corporation entitled to vote generally in the election of directors is
then beneficially owned, directly or indirectly, by individuals and
entities who were the beneficial owners of voting securities of the
Company immediately prior to such acquisition in substantially the
same proportion as their ownership, immediately prior to such
acquisition, of the combined voting power of the then outstanding
voting securities of the Company entitled to vote generally in the
election of directors.
Except as expressly provided to the contrary in this Section 9, the
issuance by the Company of shares of stock of any class for cash or property or
for services, either upon direct sale or upon the exercise of rights or
warrants, or upon conversion of shares or obligations of the Company convertible
into such shares or other securities, shall not affect the number, class or
price of shares of Common Stock then subject to outstanding Options.
10. METHOD OF GRANTING OPTIONS AND COMMON STOCK
The grant of Options and Common Stock shall be made by action of the
Board at a meeting at which a quorum of its members is present, or by unanimous
written consent of all its members; provided, however, that if an individual to
whom a grant has been made fails to execute and deliver to the Plan
Administrator a Stock Option Agreement within thirty (30) days after it is
submitted to him, the Option granted under the agreement shall be voidable by
the Company at its election, without further notice to the Optionee.
11. MISCELLANEOUS
(a) No Guarantee of Continuation in Office. The Plan shall not
give any Non-Employee Director any right with respect to continuation
of his Directorship, nor shall it affect or restrict the right of the
Company or any assuming or succeeding Company or the stockholders
thereof to terminate his Directorship at any time.
(b) Rights of Grantee. A Grantee shall have all of the rights of
a stockholder of the Company, including the right to vote the shares
and the right to receive any cash dividends; provided, however, that a
Grantee shall have none of the rights of a stockholder of the Company
prior to the date on which a Grant is made.
<PAGE>
11
(c) Effect of Option. The grant of an Option shall not entitle
the Optionee to have or claim any rights of a stockholder of the
Company, whether as to dividends, voting rights or otherwise.
(d) Use of Proceeds. The proceeds from the sale of shares
pursuant to Option shall constitute general funds of the Company.
(e) Compliance with Applicable Laws and Regulations. Upon the
grant of Common Stock or the exercise of any Option granted hereunder,
the recipient shall file any and all reports required of him under the
Exchange Act, or otherwise.
(f) Construction. The titles of the sections of the Plan are
included for convenience only and shall not be construed as modifying
or affecting their provisions. The masculine gender shall include both
sexes; the singular shall include the plural and the plural the
singular unless the context otherwise requires.
(g) Compliance with Rule 16b-3 Intended. With respect to persons
subject to Section 16 of the Exchange Act, transactions under this
Plan are intended to comply with all applicable conditions of Rule
16b-3 or its successors under the Exchange Act. To the extent any
provision of the Plan or action by the Board or the Plan Administrator
fails to so comply, it shall be deemed to be modified so as to be in
compliance with such Rule or, if such modification is not possible, it
shall be deemed null and void, to the extent permitted by law and
deemed advisable by the Board.
12. EFFECTIVE DATE, DURATION, AMENDMENT AND TERMINATION OF PLAN
The Plan shall be effective as of June 1, 1996, subject to ratification
prior to such date or by a date no later than six months after such date by (a)
the holders of a majority of the outstanding shares of capital stock present, or
represented, and entitled to vote thereon (voting as a single class) at a duly
held meeting of the stockholders of the Company, or (b) by the written consent
of the holders of a majority (or such greater degree as may be prescribed under
the Company's charter, by-laws, and applicable state law) of the capital stock
of the Company entitled to vote thereon (voting as a single class).
The Board may grant Common Stock or Options under the Plan from time to
time until the close of business on January 30, 2006.
<PAGE>
12
The Board may at any time amend the Plan, provided, however, that
without approval of the Company's stockholders there shall be no: (i) increase
in the total number of shares covered by the Plan, except by operation of the
provisions of Section 9; (ii) change in the class of individuals eligible to
receive Grants or Options under the Plan; (iii) material increase in the
obligations of the Company or rights of any Non-Employee Director under the Plan
or any Option granted pursuant to the Plan; (iv) change in substance of any
provision relating to eligibility to participate in, or price, amount, timing or
vesting of awards under the Plan; or (v) other change in the Plan that requires
stockholder approval under applicable law. No amendment shall adversely affect
outstanding Options without the consent of the Optionee.
The Plan may be terminated at any time by action of the Board, but any
such termination will not adversely affect Common Stock granted pursuant to the
Plan or Options then outstanding, without the consent of the Non-Employee
Director.
Except as required to comply with the requirements of the Internal
Revenue Code of 1986, as amended, or the Employee Retirement Income Security Act
of 1974, as amended, no amendment to any provisions of this Plan relating to the
amount, price and timing of awards under the Plan shall be made unless at least
six (6) months have elapsed since the adoption of the Plan or any subsequent
amendment affecting such provisions.
<PAGE>
APPENDIX A
Black-Scholes Formula
Present value of call option = PN(d1) - EXe-rftN(d2)
where
log (P/EX) + rft + [sigma]2t/2
d1 = -------------------------------
[sigma]x/t
log (P/EX) + rft - [sigma]2t/2
d2 = -------------------------------
[sigma]x/t
N(d) = cumulative normal probability density function
EX = exercise price of option, as determined pursuant to Section
7(a) of the Plan
t = time to expiration date, which shall be ten (10) years
v = fair market value of the security on the Grant Date, as the
term fair market value is defined and determined pursuant to
Section 7(a) of the Plan.
P = v discounted over t (i.e., time to expiration date) at a
rate equal to the dividend yield ("y"), as follows:
P = v/(1 + y)t
y (i.e., dividend yield) is calculated as the annualized
dividend based on the Company's most-recently declared
dividend within the six months immediately preceding the Grant
Date, divided by v on the Grant Date.
[sigma]2 =variance per period of continuously compounded rate of return
on Common Stock; provided, however, that for the first three
Grant Dates following adoption of the Plan the variance shall
be determined by using the average variance per period of
continuously compounded rate of return of the Common Stock of
a peer group consisting of Air Express International Corp.,
Expeditors International of Washington Inc., Harper Group Inc.
and U.S. Delivery Systems Inc.
In the event the Common Stock of any of said four corporations
shall cease to be publicly-traded prior to the third of the
aforesaid three Grant Dates, the Board shall substitute an
appropriate replacement for said corporation.
rf = continuously compounded risk-free rate of interest, which
shall be the yield as of the December 1 preceding such Grant
Date on a U.S. Treasury Bond with coupon interest stripped
therefrom, with a maturity date as close as possible to the
expiration date of the option, as may be determined from
generally available published sources such as The Wall
Street Journal.
EXHIBIT 4.3
UNITED TRANSNET, INC.
1080 Holcomb Bridge Road
Building 200, Suite 140
Roswell, GA 30076
December 20, 1995
Charles L. Adamson
c/o Courier Dispatch Group, Inc.
1080 Holcomb Bridge Road
Building 200, Suite 140
Roswell, GA 30076
Dear Optionholder:
By this Letter Agreement (this "Letter Agreement"), United TransNet,
Inc., a Delaware corporation (the "Company") hereby grants to you an option
(this "option") to purchase from the Company an aggregate of 679 shares of its
Common Stock, par value $.001 per share ("Stock"). This option replaces the
option granted pursuant to your Stock Option Agreement with CDG Holding Corp.,
which Stock Option Agreement shall be terminated as of the effectiveness of the
merger of CDG Holding Corp. and a subsidiary of the Company (the "Merger"). This
option is not intended to qualify for federal income tax treatment as an
"incentive stock option" pursuant to Section 422 of the Internal Revenue Code of
1986, as amended. This option may be exercised at the option price of $2.06 per
share of Stock, subject to adjustment as provided herein; provided, however,
that the aggregate exercise price of this option shall be reduced by $11.82 in
order to take into account your right to receive an option to purchase 0.95 of
one share of Stock in the Merger, multiplied by the initial public offering
price of the Common Stock of $14.50 per share, reduced by the exercise price of
such fractional share.
1. Term and Exercisability of Option. This option shall expire on
September 30, 2001. Provided that you are not in violation of any agreement with
the Company or a subsidiary of the Company regarding noncompetition or
confidentiality, this option shall be exercisable in full until the earlier of
September 30, 2001 or the expiration of the period described in Section 6 of
this Letter Agreement (the "Expiration Date").
2. Method of Exercise. This option may be exercised from time to time
by written notice to the Company substantially in the form attached hereto as
Exhibit 1, accompanied by payment in full of the option price for the number of
shares to be delivered, in cash or cash equivalents or any other means of
payment acceptable to the Company. As soon as practicable after its receipt of
such notice, the Company shall, without transfer or issue tax to you (or other
person entitled to exercise this option), deliver or cause to be delivered to
you (or other person entitled to exercise this option) stock certificates
representing the number of shares to be issued upon such exercise; provided,
however, that the time of such delivery may be postponed by the Company for such
period as may be required for it with reasonable diligence to comply with
<PAGE>
-2-
applicable securities and other law. If you (or other person entitled to
exercise this option) fail to pay for and accept delivery of all or any part of
the number of shares specified in such notice upon tender of delivery thereof,
your right to exercise this option with respect to such undelivered shares shall
be terminated, unless the Company otherwise agrees.
3. Withholding Taxes. You hereby agree, as a condition to any exercise
of this option, to provide to the Company an amount sufficient to satisfy its
obligation to withhold certain federal, state and local taxes arising by reason
of such exercise (the "Withholding Amount"), if any, by (a) authorizing the
Company to withhold the Withholding Amount from your cash compensation, or (b)
remitting the Withholding Amount to the Company in cash; provided, however, that
to the extent that the Withholding Amount is not provided by one or a
combination of such methods, the Company shall withhold from the Stock delivered
upon exercise of this option that number of shares having a fair market value,
on the date of exercise sufficient to eliminate any deficiency in the
Withholding Amount.
4. Non-assignability of Option Rights. This option shall not be
encumbered or be assignable or transferable by you except by will or by the laws
of descent and distribution. During your life this option shall be exercisable
only by you.
5. Compliance with Securities Laws. You hereby represent that you or
the person exercising this option in your stead will be acquiring the Stock for
investment and not with a view to its sale or distribution, and you and they
respectively, as a condition to being issued the Stock, hereby covenant and
agree with the Company that no transfer, sale, exchange, assignment, pledge or
encumbrance of the Stock or any portion thereof, nor any commitment to take such
action, shall be made, whether voluntarily, involuntarily, or by operation of
law, by bequest or otherwise, without prior written notice of you or holder
thereof to the Company, and compliance with this Letter Agreement. You hereby
acknowledge that the Stock or other securities issued pursuant to any exercise
of this option will bear a legend setting forth such restrictions on their
transferability as the Company shall have been advised by its legal counsel is
necessary or desirable under applicable law relating to the distribution of
securities or the terms of this Letter Agreement.
This option is also subject to the requirement that if at any time the
Board of Directors of the Company shall determine, in its sole discretion, that
the listing, registration or qualification of the shares covered thereby upon
any securities exchange or under any state or federal law (including any state
securities or "blue sky" law), or the consent or approval of any governmental
regulatory body, is necessary or desirable as a condition of, or in connection
with, the issue or purchase of shares hereunder, this option may not be
exercised in whole or in part unless such listing, registration, qualification,
consent or approval shall have been effected or obtained free of any conditions
not acceptable to the Board of Directors. Any such period during which the right
to exercise this option shall be so suspended will commence upon the date notice
thereof shall have been given to you (or your legal representative) and shall
end upon the effective date, if any, of such listing, registration,
qualification, consent or approval. If the Expiration Date of this option, as
otherwise determined, occurs during the period of such suspension, said
Expiration Date shall be postponed until thirty days after you (or your legal
representative) have been given written notice of the termination of the period
of such suspension.
<PAGE>
-3-
If the Expiration Date of this option occurs on a date when you would
not be able to exercise this option without incurring liability under Section 16
of the Securities Exchange Act of 1934, as amended, the Board of Directors of
the Company may, in its sole discretion, postpone the Expiration Date for up to
six months and one day.
6. Effect of Termination of Employment. This option shall terminate
immediately in the event that your employment with the Company (which term for
purposes of this Section 6 shall include any subsidiary of the Company) is
terminated (a) by you voluntarily under circumstances not constituting "Good
Reason" as defined in the Noncompetition and Severance Pay Agreement between you
and the Company (the "Noncompetition Agreement"), or (b) by the Company for
"Cause" as defined in the Noncompetition Agreement or your violation of this or
any other agreement with the Company. In the event that you during your life
cease to be an employee of the Company on account of your permanent disability
as determined by the Board on the basis of such medical evidence as it shall
consider appropriate ("Disability"), or for any other reason other than those
described in the preceding sentence, this option, or the unexercised portion
hereof which is otherwise exercisable on the date of termination of your
employment, shall terminate ninety (90) days after the date of termination of
your employment, but in any event no later than September 30, 2001. In the event
of your death while you are employed by the Company, or within the ninety-day
period described in the preceding sentence, this option, or the unexercised
portion hereof which is otherwise exercisable by you at the date of your death,
may be exercised by your personal representative at any time before the
expiration of one year from the date of your death, but in any event no later
than September 30, 2001.
7. Rights as Stockholder. No person shall have any rights as a
stockholder with respect to any shares of Stock covered by this option until the
date of issuance of a stock certificate to him for such shares. No adjustment
shall be made for dividends or other rights for which the record date is prior
to the date such stock certificate is issued.
8. Adjustments. In the event of any change in the number or kind of
outstanding shares of Stock of the Company by reason of a reorganization,
recapitalization, reclassification, liquidation, stock split, stock dividend or
combination of shares, or a merger with or consolidation into another
corporation or entity, or any other change in the corporate structure or shares
of capital stock of the Company, appropriate adjustments, as determined by the
Board of Directors of the Company in its sole discretion, shall be made in the
exercise price and in the number and kind of securities which are the subject of
this option.
If the Company is merged into or consolidated with another corporation
under circumstances where the Company is not the surviving corporation, or if
the Company is liquidated or sells or otherwise disposes of substantially all of
its assets to another corporation while this option remains exercisable, (i)
subject to the provisions of clause (ii) below, after the effective date of such
merger, consolidation or sale, as the case may be, you shall be entitled, upon
exercise of this option, to receive in lieu of shares of Stock, shares of such
stock or other securities or property (including cash) as the holders of shares
of Stock received pursuant to the terms of the merger, consolidation or sale; or
(ii) this option may be cancelled by the Board as of the effective date of any
such merger, consolidation, liquidation or sale provided that notice of such
cancellation shall be given to you, and you shall have the right to exercise
this option to the extent then otherwise exercisable during a thirty-day period
preceding the effective date of such merger, consolidation, liquidation or sale.
<PAGE>
-4-
9. Effect upon Employment. Nothing in this option shall be construed to
impose any obligation upon the Company to employ you or to retain you in its
employ.
10. Time for Acceptance. Unless you shall evidence your acceptance of
this option by execution and delivery of this Letter Agreement within ten (10)
days after its delivery to you, the option and this Letter Agreement shall be
voidable by the Company at its option.
11. Compliance with Applicable Laws and Regulations. Upon acceptance of
this Letter Agreement and/or exercise of this Option, you shall file any and all
reports required to be filed by you under the Securities Exchange Act of 1934,
as amended, or under any other applicable law or regulation.
12. Limitation of Liability. No member of the Board of Directors of the
Company shall be liable for any action or determination made in good faith in
respect of this Letter Agreement or this option.
13. General Provisions.
(a) Amendment; Waivers. This Letter Agreement contains the full and
complete understanding and agreement of the parties hereto as to the subject
matter hereof and may not be modified or amended, nor may any provision hereof
be waived, except by a further written agreement duly signed by each of the
parties. This Letter Agreement replaces and supersedes the Stock Option
Agreement by and between you and CDG Holding Corp., which Stock Option Agreement
is terminated and of no further force or effect upon the effectiveness of the
merger of CDG Holding Corp. with and into a subsidiary of the Company. The
waiver by either of the parties hereto of any provision hereof in any instance
shall not operate as a waiver of any other provision hereof or in any other
instance.
(b) Binding Effect. This Letter Agreement shall inure to the benefit of
and be binding upon the parties hereto and their respective heirs, executors,
administrators, representatives, successors and assigns.
(c) Governing Law. This Letter Agreement shall be governed by and
construed in accordance with the laws of The Commonwealth of Massachusetts.
(d) Construction. The titles of the sections of this Letter Agreement
are included for convenience only and shall not be construed as modifying or
affecting its provisions. The masculine gender shall include both genders; the
singular shall include the plural and the plural the singular unless the context
otherwise requires.
(e) Notices. Any notice in connection with this Letter Agreement shall
be deemed to have been properly delivered if it is in writing and is delivered
in hand or sent by registered mail to the party addressed as follows, unless
another address has been substituted by notice so given:
<PAGE>
-5-
To you: To your address as listed on the books of the Company.
To the Company: United TransNet, Inc.
1080 Holcomb Bridge Road
Building 200, Suite 140
Roswell, GA 30076
Copy to:
Sullivan & Worcester,
a Registered Limited Liability Partnership
One Post Office Square
Boston, MA 02109
Attention: Martha Juelich Gordon, Esq.
If you wish to accept this option, please sign and return one copy of
this Letter Agreement to the Company whereupon this option may be exercised in
accordance with the terms hereof. Your acceptance of this option does not in any
way obligate you to exercise this option as to any shares covered thereby at any
time.
Very truly yours,
UNITED TRANSNET, INC.
By:/s/ Philip A. Belyew
Philip A. Belyew
Chairman
A C C E P T A N C E
I hereby accept the foregoing option in accordance with its terms and
conditions as set forth in the Letter Agreement.
March 6, 1996 /s/ Charles L. Adamson
Date Charles L. Adamson
<PAGE>
Exhibit 1
Chief Financial Officer
United TransNet, Inc.
1080 Holcomb Bridge Road
Building 200, Suite 140
Roswell, GA 30076
Re: Exercise of Option under Letter Agreement
Gentlemen:
Please take notice that the undersigned hereby elects to exercise the
stock option granted to Charles L. Adamson on December 20, 1995 by and to the
extent of purchasing 679 shares of the Common Stock of your Company for the
option price of $2.06 per share, subject to the terms and conditions of the
Letter Agreement between Charles L. Adamson and your Company dated as of
December 20, 1995 (the "Letter Agreement").
The undersigned encloses herewith payment, in cash or in such other
property as is permitted under the Letter Agreement, of the purchase price for
said shares.
The undersigned hereby agrees to provide to your Company an amount
sufficient to satisfy any and all obligation to withhold certain taxes, in
accordance with ss.3 of the Letter Agreement.
The undersigned hereby specifically confirms to your Company that s/he
is acquiring said shares for investment and not with a view to their sale or
distribution, and that the shares shall be held subject to all of the terms and
conditions of the Letter Agreement.
Very truly yours,
______________________ ___________________________________________
Date (Signed by Charles L. Adamson or other party
duly exercising option)
<PAGE>
SCHEDULE TO EXHIBIT 4.3
Pursuant to Instruction 2 to Item 601 of Regulation S-K, the following
Stock Option Agreements, which are substantially identical in all material
respects to the Stock Option Agreement with Charles L. Adamson filed herewith,
are omitted. The following list sets forth the material differences in name of
grantee, number of shares of United TransNet, Inc. Common Stock subject to
option, and the exercise price of each option from the Stock Option Agreement
filed herewith:
Number of Shares of United
TransNet Stock Subject to
Stockholder Name Exercise Price Option
Michael K. Alligood $2.06 1,019
Ronald J. Barowski $2.06 15,098
Philip A. Belyew $2.06 39,223
James W. Bennett $4.41 3,399
Harvey E. Bines $4.42 10,199
Thomas S. Breyen $2.06 3,399
Thomas S. Breyen $3.50 1,699
Donald R. Bumgardner $2.06 1,699
Donald R. Bumgardner $3.50 3,399
Kenneth Carter $2.06 3,399
Janet L. Cheek $2.06 1,699
Susan M. Crumbley $2.06 1,699
Phillip R. Davis $2.06 1,019
R. David England, Jr. $2.06 27,455
Charles E. Fisher $2.06 2,039
Edilberto Gomez $2.06 2,039
Robert Hand $2.06 3,399
Robert Hand $3.50 1,699
Mark L. Johnson $3.50 1,699
Duane E. Kasmarik $2.06 7,819
Duane E. Kasmarik $3.50 1,699
Lisa H. Keith $2.06 2,039
Jeanne M. King $2.06 3,399
Jeanne M. King $3.50 1,699
Kim L. Mattingly $2.06 3,399
Kim L. Mattingly $3.50 1,699
Edwin C. Mertz $2.06 1,019
Jorge V. Miranda $2.06 3,059
Jorge V. Miranda $3.50 2,039
Ryan O'Neal $2.06 3,399
Ryan O'Neal $3.50 1,699
Scott R. Passe $2.06 1,019
Mark E. Rykowski $2.06 17,650
Daniel C. Sand $2.06 1,019
Paul Schleuter $2.06 1,359
Paul Schleuter $3.50 1,359
Jennifer L. Upton $3.50 3,399
George G. Wagner $2.06 31,378
EXHIBIT 4.4
UNITED TRANSNET, INC.
LOCK-UP LETTER RELATING TO OPTIONS
June 10, 1996
Board of Directors
United TransNet, Inc.
1080 Holcomb Bridge Road
Building 200, Suite 140
Roswell, Georgia 30076
Ladies and Gentlemen:
Reference is made to the Letter Agreement (the "Letter Agreement"),
dated December 20, 1995, between the undersigned and United TransNet, Inc. (the
"Company"), which Letter Agreement converted options held by the undersigned to
purchase shares of stock of CDG Holding Corp. into and granted the undersigned
options to purchase 15,098 shares of Common Stock, $.001 par value, of the
Company (the "Stock") at an exercise price of $2.06 per share of Stock.
In consideration of the Company registering the aforesaid 15,098 shares
of Stock with the Securities and Exchange Commission for resale by the
undersigned, the undersigned hereby irrevocably agrees that without the prior
consent of the Board of Directors of the Company the undersigned will not sell,
offer to sell, solicit an offer to buy, contract to sell, grant any option to
purchase, or otherwise transfer or dispose of, greater than fifty percent (50%)
of the 15,098 shares of Stock which may be acquired upon exercise of the options
granted pursuant to the Letter Agreement prior to December 20, 1997; provided,
however, that, notwithstanding the foregoing, in the event there is a
transaction pursuant to which a change in control of or involving the Company
(as described in Section 11 of the Company's 1995 Stock Incentive Plan, as
amended through May 7, 1996, including as described in clauses (x) and (y) of
the next to the last paragraph of that Section) is effected prior to December
20, 1997, the provisions of this Lock-Up Letter shall not prohibit the
undersigned from disposing of all of the above 15,098 shares in such transaction
or from and after such change in control.
<PAGE>
-2-
The undersigned agrees that the provisions of this agreement shall be
binding also upon the successors, assigns, heirs and personal representatives of
the undersigned.
In furtherance of the foregoing, the Company and The First Union
National Bank of North Carolina, its Transfer Agent, are hereby authorized to
decline to make any transfer of securities if such transfer would constitute a
violation or breach of this Lock-Up Letter.
Very truly yours,
/s/ Ronald J. Barowski
RONALD J. BAROWSKI
<PAGE>
SCHEDULE TO EXHIBIT 4.4
Pursuant to Instruction 2 to Item 601 of Regulation S-K, the following
Lock-Up Letters Relating to Options, which are substantially identical in all
material respects to the Lock-Letter Relating to Options with Ronald J. Barowski
filed herewith, are omitted. The following list sets forth the material
differences in name of signatory, number of shares of United TransNet, Inc.
Common Stock subject to option, and the exercise price of each option from the
Lock-Up Letter Relating to Options filed herewith:
Number of Shares of
United TransNet Stock
Name of Signatory Subject to Option Exercise Price Per Share
Philip A. Belyew 39,223 $2.06
James W. Bennett 3,399 $4.42
R. David England, Jr. 27,455 $2.06
Mark E. Rykowski 17,650 $2.06
George G. Wagner 31,378 $2.06
EXHIBIT 5
SULLIVAN & WORCESTER LLP
ONE POST OFFICE SQUARE
BOSTON, MASSACHUSETTS 02109
(617) 338-2800
FAX NO. 617-338-2880
IN WASHINGTON, D.C. IN NEW YORK CITY
1025 CONNECTICUT AVENUE, N.W. 767 THIRD AVENUE
WASHINGTON, D.C. 20036 NEW YORK, NEW YORK 10017
(202) 775-8190 (212) 486-8200
FAX NO. 202-293-2275 FAX NO. 212-758-2151
June 18, 1996
United TransNet, Inc.
1080 Holcomb Bridge Road,
Building 200, Suite 140
Roswell, Georgia 30076
Re: Registration Statement on Form S-8 and Form S-3;
927,110 shares of Common Stock, par value $.001 per share
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933,
as amended (the "Act"), by United TransNet, Inc., a Delaware corporation (the
"Company"), of 927,110 shares (the "Registered Shares") of its Common Stock, par
value $.001 per share ("Common Stock"), all of which Registered Shares are to be
offered by the Company, the following opinion is furnished to you to be filed
with the Securities and Exchange Commission (the "Commission") as Exhibit 5 to
the Company's registration statement on Form S-8 and Form S-3 (the "Registration
Statement") under the Act. The Registered Shares are to be offered on a delayed
or continuous basis pursuant to Rule 415 under the Act in connection with the
exercise of options granted under the Company's 1995 Stock Incentive Plan, as
amended (the "1995 Plan"), the issuance of Common Stock or the exercise of
options granted under the Company's 1996 Stock and Option Plan for Non-Employee
Directors (the "1996 Plan", and collectively with the 1995 Plan, the "Plans")
and the exercise of options granted pursuant to certain separate stock option
agreements dated December 20, 1995 (the "Stock Option Agreements").
We assume that the number and issuance of shares of Common Stock or
options to be granted from time to time pursuant to the Plans and the Stock
Option Agreements have been or will be authorized by proper action of the Board
of Directors or a Committee thereof of the Company and that the number, issuance
and sale of the Registered Shares to be issued directly or offered from time to
time pursuant to the exercise of such options will be determined in accordance
with the parameters described in the Plans and the Stock Option Agreements, in
accordance with the Company's Amended and Restated Certificate of Incorporation,
as amended (the "Restated Certificate"), and applicable Delaware law. We further
assume that prior to the issuance of any Registered Shares, there will exist,
under the Restated Certificate, the requisite number of authorized shares of
Common Stock for such issuance which are unissued and are not otherwise reserved
for issuance.
<PAGE>
United TransNet, Inc.
June 18, 1996
Page 2
We have acted as counsel to the Company in connection with the
Registration Statement, and we have examined originals or copies, certified or
otherwise identified to our satisfaction, of the Registration Statement, the
Restated Certificate as presently in effect, corporate records, certificates and
statements of officers and accountants of the Company and of public officials,
and such other documents as we have considered necessary in order to furnish the
opinion hereinafter set forth.
This opinion is limited to the laws of The Commonwealth of
Massachusetts, the Delaware General Corporation Law and the federal laws of the
United States of America, and we express no opinion with respect to the law of
any other jurisdiction.
Based on and subject to the foregoing, we are of the opinion that, when
the Registration Statement has become effective under the Act, and upon the
issuance by the Company of Registered Shares either directly or pursuant to the
exercise of options granted under either of the Plans or the Stock Option
Agreements and in each instance upon delivery of certificates representing the
Registered Shares in the manner contemplated by either of the Plans or the Stock
Option Agreements, as applicable, the Registration Statement, the applicable
Prospectus and any applicable Prospectus Supplement, the Registered Shares
represented by such certificates will be duly authorized, validly issued, fully
paid and nonassessable by the Company.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in the Prospectus
forming a part of the Registration Statement. In giving such consent, we do not
thereby admit that we come within the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Commission promulgated thereunder.
Very truly yours,
/s/ Sullivan & Worcester LLP
SULLIVAN & WORCESTER LLP
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 and Form S-3 of United TransNet, Inc. of our reports dated
March 12, 1996 relating to the financial statements of United TransNet, Inc.;
the Combined Founding Companies (Predecessors to United TransNet, Inc.); CDG
Holding Corp.; Tricor America, Inc.; Film Transit, Incorporated; The Districts
of Lanter Courier Corporation; Salmon Acquisition Corporation; and 3D
Distribution Systems, Inc., which appear in the prospectus forming part of
Post-Effective Amendment No. 2 to Registration Statement on Form S-1 (No.
333-396), filed on May 23, 1996. We also consent to the the application of such
reports to Schedule I -- Combined Valuation and Qualifying Accounts for the
three years ended December 31, 1995 of such prospectus when such schedule is
read in conjunction with the financial statements referred to in our reports.
The audits referred to in such reports also include this schedule.
PRICE WATERHOUSE LLP
Atlanta, Georgia
June 18, 1996
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-8 and Form S-3) of United TransNet, Inc. and
to the incorporation by reference therein of our report dated May 1, 1996 with
respect to the financial statements of Eddy Messenger Service, Inc. included in
the Post-Effective Amendment No. 2 to Registration Statement (Form S-1, No.
333-396) and related Prospectus of United TransNet, Inc. for the registration of
2,000,000 shares of its common stock, filed on May 23, 1996.
ERNST & YOUNG LLP
White Plains, New York
June 17, 1996
