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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):
April 21, 1998
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)
_______________________________
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 has adopted an incentive stock option plan for employees of
Exigent and its subsidiaries selected by Exigent's chief executive officer (the
"CEO") from time to time and in accordance with the corporate financial goals of
the officers' plan. The plan entitles employees who are granted options to
purchase up to 250,000 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 (110% of fair
market value of such date if the grantee beneficially owns more than 10% of the
total combined voting power of all classes of stock of Exigent and its
subsidiaries). 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 250,000 Common Shares underlying the options.
Item 7. Financial Statements and Exhibits.
(c) The following documents are furnished as exhibits to this report:
Exhibit Page
Number Description of Documents Number
- ------- ------------------------ ------
4 Incentive Stock Option Plan 4Q 4
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: April 20, 1997 By: /s/ Bernard R. Smedley
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Title: President
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Exhibit 4
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INCENTIVE STOCK OPTION PLAN 4Q
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1. PURPOSE. This Incentive Stock Option Plan 4Q (the "Plan") is intended
as an incentive and to encourage stock ownership by salaried employees of
Exigent International, Inc. (the "Company") and its subsidiaries by granting
stock options as provided herein. It is intended that all of the options issued
pursuant to the Plan (except as otherwise provided under paragraph 5(i)) will
constitute incentive stock options within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code") and all mandatory
requirements therein are herein incorporated by reference.
2. ADMINISTRATION.
(a) The Plan shall be administered by the Chief Executive Officer of
the Company (the "CEO"). Notwithstanding anything to the contrary contained
herein, each grant of an option (as well as any cashless exercise or tax
withholding rights) pursuant to this Plan when determined by the CEO shall be
approved in advance of issuance by a committee of the board of directors of the
Company composed solely of two or more non-employee directors (as defined in
paragraph 2(b) below) or, if no such committee exists, by the board of directors
of the Company. If a grant is not approved as described above, it shall not be
made under this Plan. No member of the board of directors of the Company or the
CEO shall be liable for any action taken, or determination made, hereunder in
good faith. Service by the CEO as the administrator of the Plan shall
constitute service as a director of the Company so that the CEO shall be
entitled to indemnification and reimbursement as a director of the Company
pursuant to its Bylaws and Delaware law.
(b) A person will qualify as a "non-employee director" if such person
(while a member of the committee): (i) is not an officer or employee of the
Company or a parent or subsidiary of the Company (collectively, "Affiliates");
(ii) does not directly or indirectly receive more than sixty thousand dollars
($60,000) in compensation in any fiscal year from the Company and its Affiliates
in any capacity (including services rendered as a consultant); (iii) does not
possess an interest in any transaction or series of similar transactions in any
fiscal year to which the Company or an Affiliate is a party in which the amount
involved exceeds sixty thousand dollars ($60,000); (iv) is not and has not been
during the last fiscal year an executive officer or greater than ten percent
(10%) beneficial or record equity holder of an entity that has made during the
Company's last fiscal year or proposes to make during the Company's current
fiscal year payments to, or receive payments from, the Company and its
Affiliates for property or services in excess of five percent (5%) of (1) the
Company's consolidated gross revenues for its last full fiscal year or (2) the
other entity's consolidated gross revenues for its last full fiscal year; (v) is
not and has not been during the last fiscal year an executive officer or greater
than ten percent (10%) beneficial or record equity holder of an entity to which
the Company or its subsidiaries were indebted at the end of the Company's last
full fiscal year in an aggregate amount in excess of five percent (5%) of the
Company's total consolidated assets at the end of such fiscal year; (vi) is not
or during the Company's last fiscal year has not been a member of or counsel to
a law firm that the issuer has retained during the last fiscal year or proposes
to retain during the current fiscal year; (vii) is not or during the Company's
last fiscal year has not been a partner or executive officer of any investment
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banking firm that has performed services for the Company, other than as a
participating underwriter in a syndicate, during the last fiscal year or
proposes to perform services for the Company during the current fiscal year; and
(viii) is not a party to any other relationships of which the Company is aware
that are substantially similar to those described in paragraphs (iv) through
(vii) above.
(c) The CEO is authorized, subject to the provisions of the Plan, to
establish such rules and regulations as he 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 he may deem necessary or advisable, which actions
shall be binding and conclusive, except as otherwise provided in paragraph 2(a)
above.
3. ELIGIBILITY. Options may be granted to such employees of the Company
or its subsidiaries as the CEO shall select from time to time and shall be tied
to the corporate financial performance goals of the officers' plan.
4. STOCK. The stock to be subject to options under the Plan shall be
the Company's Common Shares. The aggregate number of shares of stock for which
options may be granted under the Plan shall not exceed two hundred fifty
thousand (250,000) 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 CEO and shall be evidenced by stock option
agreements in writing in such form as the CEO shall determine. The terms and
conditions set forth in such option agreements shall include:
(a) Grant Date. The CEO shall determine the date on which such
option shall be granted; however, any options granted under this Plan shall be
granted within ten (10) years from the date this Plan is adopted or the date
this Plan is approved by the shareholders, whichever is earlier. After approval
as described in paragraph 2(a), an option shall be considered granted on the
date the CEO acts to grant the Option or such later date as the CEO shall
specify, except that the grant date of any options granted on the condition that
such person become an employee of the Company or any of its subsidiaries shall
be no earlier than the date such person becomes an employee of the Company or
any of its subsidiaries.
(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 purchase price per share underlying each option
granted under the Plan shall be not less than one hundred percent (100%) of the
fair market value, calculated as provided below, 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 beneficially
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owns (including stock attributable to such employee under the Code) more than
ten percent (10%) of the total combined voting power of all the classes of stock
of the Company or of its subsidiaries.
(d) Fair Market Value. The fair market value of each Common Share
shall be calculated (i) if the Common Shares are listed on a national exchange,
the simple average of the high and low prices in trading of a Common Share as
reported by sources deemed reliable by the CEO, on such exchange on the date on
which the option is granted (or if there shall be no trading on such date, then
on the first previous date on which there shall have 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 that date on which
the option is granted (or if there shall be no trading on such date, then on the
first previous date in which there shall have been trading); or (iii) if the
Common Shares are neither listed on a national exchange or 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 Code and accompanying regulations.
(e) Transfer of Option. No option may be transferred, assigned,
pledged or otherwise disposed of (whether by operation of law or otherwise)
except by will or the laws of descent and distribution. Any attempted transfer,
assignment, pledge or other disposition or levy of attachment or similar process
not specifically permitted herein shall be null and void and without effect.
(f) Exercise of Options. Each option may be exercised at any time
during its Option Period, or subject to the restrictions in this paragraph and
in the stock option agreement under which it is issued and provided that,
options must be exercised in increments of at least one hundred (100) Common
Shares (unless the optionee holds fewer than one hundred (100) in which case all
remaining options held by the optionee must be exercised). Disposition of the
shares received upon exercise of an option prior to the later of two (2) years
from date of grant of the option or one (1) year from the date the shares are
transferred to the employee may be a disqualifying disposition requiring the
employee to recognize the gain on disposition of the shares as compensation
income.
(g) Method of Exercise and Payment for Options. An option may be
exercised only by the optionee during the optionee's lifetime by giving written
notice of exercise of at least thirty (30) days to the CEO at the Company's
principal offices as provided in the applicable Stock Option Agreement. Such
notice shall specify the number of shares to be purchased (which shall be at
least the minimum number of shares described in paragraph 5(f)) and shall
contain such representations and agreements regarding optionee's investment
intent, access to information and other matters, if any, as may be required or
desirable to comply with applicable securities laws. The notice shall be
accompanied by full payment of the option price (i) in cash; (ii) with the
consent of the CEO, by tendering previously acquired shares of stock (valued at
their fair market value, as determined under paragraph 5(d), as of the date of
exercise); or (iii) with the consent of the CEO, any combination of (i) and
(ii). The Company will issue the shares as soon as practicable after exercise
of an option in accordance with this paragraph and the applicable agreement.
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Notwithstanding the foregoing, the issuance of shares may be delayed in the
discretion of the CEO for such time period as is necessary to enable the Company
to comply with any federal or state securities laws applicable to the exercise
of the options. In addition, all certificates for shares or other securities
delivered under this Plan will be subject to such transfer orders, legends and
other restrictions as the CEO may deem necessary or advisable including
securities law or regulation restrictions or restrictions imposed by any stock
exchange or automated quotation system upon which the Company's shares are
listed or quoted.
(h) Withholding Taxes. Whenever the Company proposed or is required
to issue or transfer Common Shares under the Plan, the Company shall have the
right to require the optionee to remit to the Company an amount sufficient to
satisfy any Federal, state or local withholding tax requirements prior to the
delivery of any certificate for such shares. Alternatively, the Company may
issue or transfer such Common Shares net of the number of shares sufficient to
satisfy the withholding tax requirements. Any shares so withheld shall be
valued as described in paragraph 5(d) as of the date the withholding obligation
is incurred.
(i) Maximum Value Per Optionee. The aggregate fair market value, as
determined by the CEO at the time of grant, of the shares for which options are
exercisable for the first time by an optionee in any one (1) calendar year
pursuant to options granted under this Plan and any other plans of the Company
or its Affiliates shall not exceed one hundred thousand dollars ($100,000). For
purposes of this provision, options are taken into account in the order in which
they were granted. If the fair market value of shares on the date of grant with
respect to which options are exercisable for the first time by an optionee
exceeds such amount, then the options for the first one hundred thousand dollars
($100,000) worth of shares to become exercisable in such calendar year will be
incentive stock options and the options for amount in excess of one hundred
thousand dollars ($100,000) will be nonqualified stock options. In the event
that the Code or the regulations promulgated thereunder are amended after the
effective date of this Plan to provide for a different limit on the fair market
value of the shares permitted to be subject to incentive stock options, such
different limit will be automatically incorporated herein and will apply to any
options granted after the effective date of such amendment.
(j) No Obligation to Exercise. The granting of an option shall impose
no obligation upon the optionee to exercise such option.
(k) Term of Employment. If the optionee's employment with the Company
or any subsidiary of the Company is terminated for good cause, all 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 Code), the term of all options shall expire on a date
which is not later than
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twelve (12) months following the date of death or disability. The CEO shall be
entitled to make such rules, regulations and determinations as he deems
appropriate under this Plan in respect of any leave of absence taken by or
disability of any optionee. Without limiting the generality of the foregoing,
the CEO shall be entitled to determine (i) whether or not any such leaves of
absence shall constitute a termination of employment within the meaning of this
Plan, and (ii) the impact, if any, of any such leave of absence on awards under
this Plan made to any optionee who takes such leave of absence.
6. STOCK APPRECIATION RIGHTS. The CEO, in his discretion, may grant any
optionee with a stock option under this Plan, 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 Company, 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. If granted by
the CEO and evidenced in a stock option agreement, an optionee may choose to
exercise 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(e) 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), 5(c) and 5(g), 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 CEO thirty (30) days prior to
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 CEO and 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,
stock split, reverse stock split, reorganizations, mergers, consolidations,
split-ups, changes in its capital or business structure without consideration,
and the like, the number and kind of shares which thereafter may be optioned and
sold under the Plan, 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 subject to any required
action by the board of directors or shareholders of the Company and compliance
with applicable securities laws. Fractional shares will not be issued but will
either be replaced by a cash payment equal to the fair market value of such
fraction of a share (determined as provided in paragraph 5(d)) or will be
rounded up to the nearest whole share as determined by the CEO. The
determination of the CEO as to any adjustment shall be final and conclusive.
9. CORPORATE TRANSACTIONS. In the event of (a) a dissolution or
liquidation of the Company, (b) a merger or consolidation in which the Company
is not the surviving corporation (other than a merger or consolidation with a
wholly-owned subsidiary, a reincorporation of the Company in a different
jurisdiction, or other transaction in which there is no substantial change in
the shareholders of the Company or their relative stock holdings and the options
granted under this Plan are assumed, converted or replaced by the successor
corporation, which assumption will be binding on all optionees), (c) a merger in
which the Company is the surviving corporation but after which the shareholders
of the Company immediately prior to such merger (other than any shareholder that
merges, or which owns or controls another corporation that merges, with the
Company in such merger) cease to own their shares or other equity interest in
the Company, (d) the sale of substantially all of the assets of the Company, or
(e) the acquisition, sale or transfer of more than 50% of the outstanding shares
of the Company by tender offer or similar transaction, any or all outstanding
options may be assumed, converted or replaced by the successor corporation (if
any), which assumption, conversion or replacement will be binding on all
optionees. In the alternative, the successor corporation may substitute
equivalent options or provide substantially similar consideration to optionees
as was provided to shareholders (after taking into account the existing
provisions of the options). In the event such successor corporation (if any)
refuses to assume or substitute options, as provided above, pursuant to a
transaction described in this paragraph 9, such options will expire on such
transaction at such time and on such conditions as the CEO shall determine;
provided, however, that the CEO may, in his sole discretion, provide that the
vesting of any or all options granted pursuant to this Plan will accelerate. If
the CEO exercises such discretion
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with respect to options, such options will become exercisable in full prior to
the consummation of such event at such time and on such conditions as the CEO
determines, and if such options are not exercised prior to the consummation of
the corporate transaction, they shall terminate at such time as determined by
the CEO. Subject to any greater rights granted to optionees under the foregoing
provisions of this paragraph 9, in the event of the occurrence of any
transaction described in this paragraph 9, any outstanding options will be
treated as provided in the applicable agreement or plan of merger,
consolidation, dissolution, liquidation or sale of assets.
10. AMENDMENT, MODIFICATION AND TERMINATION OF THE PLAN. The board of
directors of the Company may terminate, amend, or modify the Plan, 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, 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(i); or (f) withdraw the administration of the Plan from the CEO. No amendment,
modification, or termination of the Plan shall in any manner affect any option
heretofore granted to an optionee under the Plan without the consent of the
optionee.
11. TERM OF THE PLAN. The Plan is effective as of _____________, 1998.
The Plan will be submitted to the shareholders of the Company for approval at
the next annual meeting which is expected to occur before July 30, 1998. All
options granted prior to shareholders approval shall be subject to such
approval. The Plan shall terminate on _____________, 2008, or on such earlier
date as may be determined by the board of directors of the Company. Termination
of the Plan, however, shall not affect the rights of optionees under options
granted to them under this Plan prior to termination, and all unexpired options
shall continue in force and operation after termination of the Plan except as
they may lapse or terminate by their own terms and conditions.
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