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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):
June 24, 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") and its wholly owned subsidiary,
Software Technology, Inc. ("STI"), have adopted an incentive stock option plan
for employees of STI selected by STI's President from time to time. The option
entitles the employees to purchase up to 200,000 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 (110% of fair
market value if the optionee owns 10% or more of voting power of all classes) on
the date of grant. The specific term and exercise price of any option (within
the parameters described above) will be determined by the President of STI and
set forth in each option agreement. The options are nontransferable. No employee
may exercise options for stock with an aggregate fair market value in excess of
$100,000 in any one year. A copy of the plan is attached as an exhibit to this
report. Contemporaneously herewith, Exigent is filing Form S-8 to register the
options and underlying shares.
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 2Q 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: June 23, 1997 By: /s/ Don F. Riordan, Jr.
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Don F. Riordan, Jr., Secretary
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INCENTIVE STOCK OPTION PLAN 2Q
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1. PURPOSE. This plan (the "Plan 2Q") 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. It is intended
that all of the options issued pursuant to the Plan 2Q will constitute incentive
stock options within the meaning of Section 422 of the Internal Revenue Code
("incentive stock options").
2. ADMINISTRATION.
(a) The Plan 2Q shall be administered by the President of the Company
(the "President").
(b) The President is authorized, subject to the provisions of the Plan
2Q, to establish such rules and regulations as it may deem appropriate for the
proper administration of the Plan 2Q, and to make such determinations under, and
such interpretations of, and to take such steps in connection with, the Plan 2Q
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 President shall select from time to time, but, in any
event, the aggregate number of shares of stock for which options may be granted
shall be allocated in the amount of twenty-five percent (25%) of said aggregate
number to management and administrative employees, thirty-five percent (35%) to
engineering employees, and fifteen percent (15%) to all other classifications of
employees. In addition, twenty-five percent (25%) of the aggregate number will
be granted to such employees as the President of the company shall select from
time to time, in his discretion.
4. STOCK. The stock to be subject to options under the Plan 2Q shall be
shares of the Company's parent corporation's (Exigent International, Inc.)
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 2Q shall not exceed two
hundred thousand (200,000) shares, subject to adjustment in accordance with the
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terms of paragraph 8 hereof. The shares subject to the unexercised portion of
any terminated or expired options under the Plan 2Q may again be subjected to
options under the Plan 2Q.
5. TERMS AND CONDITIONS OF OPTIONS. All options granted pursuant to the
Plan 2Q shall be authorized by the President and shall be evidenced by stock
option agreements in writing in such form as the President shall determine. The
terms and conditions set forth in such option agreements shall include:
(a) Grant Date. The President shall determine the date on which such
option shall be given; however, any options granted under this Plan 2Q shall be
granted within ten (10) years from the date this Plan 2Q is adopted or the date
this Plan 2Q is approved by the shareholders, whichever is earlier.
(b) 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").
(c) Option Price. The option price per share of each option granted
under the Plan 2Q shall be not less than one hundred percent (100%) of the fair
market value, as determined by the President, of a share of stock on the date of
grant of such option. The purchase price shall be at least one hundred ten
percent (110%) of the fair market value if such optionee owns more than ten
percent (10%) of the total combined voting power of all the classes of stock of
the Company or of its parents or subsidiaries. An option shall be considered
granted on the date the President acts to grant the option or such later date as
the President shall specify.
(d) Transfer of Option. No option shall be transferable by the
optionee other than by will or the laws of descent and distribution.
(e) Exercise of Options. Each option may be exercised at any time
during its option period, subject to the restrictions in this paragraph and in
the stock option agreement under which it is issued. Notwithstanding any other
provision of the Plan 2Q, no incentive stock option shall be exercisable while
there is still outstanding any other incentive stock option which was granted
before the granting of such new incentive stock option, to the optionee to
purchase
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shares of the Company or of any other corporation which, on the date of grant of
the option, was a parent or subsidiary of the Company, or of any predecessor of
such parent or subsidiary.
(f) Payment for Options. On the date of exercise, the optionee shall make
full payment of the option price (i) in cash; (ii) with the consent of the
President, by tendering previously acquired shares of stock (valued at their
fair market value, as determined by the President, as of the date of exercise);
or (iii) with the consent of the President, any combination of (i) and (ii).
(g) Maximum Value Per Optionee. The aggregate fair market value, as
determined by the President at the time of grant, of the stock for which an
Optionee may exercise in any one (1) calendar year pursuant to options granted
under this Plan 2Q and any other plans of the Company or its parent or
subsidiaries shall not exceed one hundred thousand dollars ($100,000.00).
(h) No Obligation to Exercise. The granting of an option shall impose no
obligation upon the optionee to exercise such option.
(i) Term of Employment. If the optionee's employment with the Company or
any subsidiary of the Company is terminated for good cause, all stock options
shall terminate simultaneously therewith and optionee shall have no further
right to exercise an option thereafter. For purposes of this paragraph (i) "good
cause" shall be determined by the board of directors of the Company and any such
determination shall be final, binding and conclusive. If the optionee ceases to
be an employee of the Company or any subsidiary of the Company for any reason
other than good cause or death or disability (as hereinafter defined), the term
of all options shall expire on a date not later than three (3) months after
termination. If the optionee ceases to be an employee of the Company or any
subsidiary of the Company by reason of death or disability (within the meaning
of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended), the term
of all options shall expire on a date which is not later than twelve (12) months
following the date of death or disability.
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6. STOCK APPRECIATION RIGHTS. The President, in his discretion, may grant
any optionee with a stock option under this Plan 2Q, the right to recover
appreciation of the optioned stock in the form of a taxable payment of cash
and/or other property, including stock of the corporation granting the option,
in exchange for the cancellation or surrender of the optioned stock on which the
appreciation is measured ("underlying stock option"). The appreciation of the
optioned stock shall be measured by the difference between the fair market value
of the optioned stock on the date of exercise and the option price. The rights
described in this paragraph shall be referred to hereafter as "stock
appreciation rights."
7. RESTRICTIONS ON EXERCISE OF STOCK APPRECIATION RIGHTS. An optionee may
choose to exercise his or her stock appreciation rights in lieu of receipt of
the optioned stock as set forth above, but only under the following terms and
conditions:
(a) The stock appreciation rights shall expire no later than the
expiration date of the stock option as set forth in paragraph 5(b) and the
optionee's stock option agreement;
(b) The amount of cash or the fair market value of property received
through stock appreciation rights shall not exceed the difference between the
fair market value of the option on the date of exercise and the option price
(hereinafter referred to as "appreciation");
(c) The stock appreciation rights shall be transferable only when the
underlying stock option is transferable, and only under the same conditions, as
set forth in paragraph 5(d) and the optionee's stock option agreement;
(d) The stock appreciation rights shall be exercised only when the
underlying stock option is eligible to be exercised as set forth in paragraphs
5(b) and 5(e), and the optionee's stock option agreement;
(e) The stock appreciation rights shall be exercised only when there
is a positive appreciation, i.e. when the market price of the underlying stock
exceeds the exercise price of the option;
(f) The exercise of the right has the same tax consequences as the
exercise of the option followed by the immediate sale of the stock;
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(g) The optionee shall notify the President thirty (30) days prior to
his or her exercise of stock appreciation rights of the optionee's intent to
elect to exercise such rights;
(h) The form of payment and the fair market value of any property
paid upon exercise of stock appreciation rights shall be within the sole and
reasonable discretion of the President. Such determination shall be final,
binding, and conclusive; and
(i) Upon exercise of an optionee's right to receive the stock
appreciation value in cash and/or property, the underlying options shall be
canceled.
8. ADJUSTMENT IN THE EVENT OF CHANGE OF STOCK. In the event of any change
in the outstanding stock by reason of stock dividends, recapitalizations,
reorganizations, mergers, consolidations, split-ups, changes in its capital or
business structure, or combinations or exchanges of shares and the like, the
number and kind of shares which thereafter may be optioned and sold under the
Plan 2Q, the number and kind of shares under option in outstanding stock option
agreements and the purchase price per share thereof shall be approximately
adjusted consistent with such change. The determination of the President as to
any adjustment shall be final and conclusive.
9. GENDER. As used in this Plan 2Q, the masculine, feminine or neuter
gender and the singular or plural number shall be deemed to include the others
whenever the context so indicates or requires.
10. AMENDMENT, MODIFICATION AND TERMINATION OF THE PLAN 2Q. The board of
directors of the Company may terminate, amend, or modify the Plan 2Q, at any
time; provided, however, that no such action of the board of directors,
without approval of the shareholders, may (a) increase the total number of
shares of stock for which options may be granted under the Plan 2Q, except as
contemplated in paragraph 8; (b) permit the granting of options to anyone other
than an employee of the Company; (c) decrease the minimum option price; (d)
increase the maximum option periods; (e) increase the maximum per optionee as
set forth in paragraph 5(g); or (f) withdraw the administration of the Plan 2Q
from the President. No
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amendment, modification, or termination of the Plan 2Q shall in any manner
affect any option heretofore granted to an optionee under the Plan 2Q without
the consent of the optionee.
11. TERM OF THE PLAN 2Q. The Plan 2Q is effective as of the 10th day of
March, 1997. The Plan 2Q was approved by the sole shareholder of the company on
the 10th day of March, 1997. All options granted prior to such approval shall be
subject to such approval. The Plan 2Q shall terminate on the 9th day of March,
2007, or on such earlier date as may be determined by the board of directors.
Termination of the Plan 2Q, however, shall not affect the rights of optionees
under options theretofore granted to them, and all unexpired options shall
continue in force and operation after termination of the Plan 2Q except as they
may lapse or be terminated by their own terms and conditions.
