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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 22, 1997
Exigent International, Inc.
(Exact name of registrant as specified in its charter)
Delaware 333-5753 59-3379927
(State of incorporation) (Commission File Number) (IRS Employer
Identification Number)
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1225 Evans Road
Melbourne, Florida 32904-2314
(407) 952-7550
(Address, zip code and telephone number of principal executive offices)
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events.
Exigent International, Inc. ("Exigent") has adopted a nonqualified
incentive stock option plan for employees of Exigent and its subsidiaries
selected by Exigent's chief executive officer (the "CEO") from time to time.
The plan entitles employees who are granted options to purchase up to 600,000
Common Shares of Exigent for a period of not more than three years from the date
of grant of any option at not less than the fair market value of the underlying
Common Shares on the date of grant. The specific term and exercise price of any
option (within the parameters described above) will be determined by the CEO and
set forth in each option agreement. The options are nontransferable. A copy of
the plan is attached as an exhibit to this report. Contemporaneously herewith,
Exigent is filing Form S-8 to register the 600,000 Common Shares underlying the
options.
Item 7. Financial Statements and Exhibits.
(c) The following document is furnished as an exhibit to this report:
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Exhibit Page
Number Description of Documents Number
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4 Incentive Stock Option Plan 1Q (Non-Qualified) 3
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Exigent International, Inc.
Date: October 22, 1997 By: /s/ Don F. Riordan, Jr.
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Don F. Riordan, Jr., Treasurer
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Exhibit 4
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INCENTIVE STOCK OPTION PLAN 1Q
(Non-Qualified)
1. PURPOSE. The Plan 1Q (the "Plan") is intended as an incentive and to
encourage stock ownership by key employees of SOFTWARE TECHNOLOGY, INC. (the
"Company") by the granting of stock options as provided herein. The options
issued pursuant to the Plan will not constitute incentive stock options within
the meaning of Section 422 of the Internal Revenue Code.
2. ADMINISTRATION.
(a) The Plan shall be administered by the Chief Executive Officer of Exigent
International, Inc. (the "CEO").
(b) The CEO is authorized, subject to the provisions of the Plan, to
establish such rules and regulations as it may deem appropriate for the
proper administration of the Plan, and to make such determinations
under, and such interpretations of, and to take such steps in connection
with, the Plan or the options granted thereunder as it may deem
necessary or advisable, which actions shall be binding and conclusive.
3. ELIGIBILITY. Options may be granted to such employees of the Company or its
subsidiaries as the CEO shall select from time to time.
4. STOCK. The stock to be subject to options under the Plan shall be shares of
the Exigent International, Inc. ("Exigent") common shares (30,000,000
authorized) par value $.01 per share, either authorized and unissued or
treasury shares. The aggregate number of shares of stock for which options
may be granted under the Plan shall not exceed six hundred thousand
(600,000) common shares, subject to adjustment in accordance with the terms
of paragraph 8 hereof. The shares subject to the unexercised portion of any
terminated or expired options under the Plan may again be subjected to
options under the Plan.
5. TERMS AND CONDITIONS OF OPTIONS. All options granted pursuant to the Plan
shall be authorized by the Exigent Board of Directors (the "Board") and
shall be evidenced by stock option agreements in writing in such form as the
Board shall determine. The terms and conditions set forth in such stock
option agreements shall include the following provisions.
(a) Grant Date. The CEO shall determine the date on which such option shall
be given; however, any options granted under this Plan shall be granted
within ten (10) years from the date this Plan is adopted.
(b) Fair Market Value. The fair market value shall be (i) if the Common
Shares are listed on a national exchange, the simple average of the high
and low prices in trading of the Common Shares, as reported by sources
deemed reliable by the CEO, on such exchange on the date on which the
Option is granted (or if there is no trading on such date, then on the
first previous date on which there has been trading); (ii) if the Common
Shares are not listed on a national exchange but are traded in the over-
the-counter market, the average of the high and low prices on the date
on which the Option is granted (or if there is no trading on such date,
then on the first previous date on which there has been trading); or
(iii) if the Common Shares are neither listed on a national exchange nor
traded in the over-the-counter market, as determined in good faith by
the CEO based upon an appraisal, or in accordance with the applicable
provisions of Section 20.2031-2 of the Federal Estate Tax Regulations,
or in any other manner consistent with the Internal Revenue Code and
accompanying regulations.
(c) Option Period. Each stock option agreement shall set forth the period
for which such option is granted, which shall not exceed three (3) years
from the date such option is granted (the "option period").
(d) Option Price. The option price per share of each option granted under
the Plan shall be not less than one hundred percent (100%) of the fair
market value, as determined by the CEO, of
