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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):
December 11, 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.
On September 15, 1997, Dean Boley resigned from the Board of Directors of
Exigent International, Inc. ("Exigent") to pursue other interests. On November
20, 1997, Exigent's Board of Directors appointed Robert M. Janowiak to its Board
of Directors. Mr. Janowiak is Executive Director of the International
Engineering Consortium where he is involved in university research and
educational programs to promote positive relationships between industry and
academia. Previously, he was President of Federal Signal Corporation's Signal
Group. Exigent issued a press release announcing Mr. Janowiak's appointment to
the Board on December 11, 1997.
In addition on December 11, 1997, Jeffrey Clift resigned as a director and
President of Exigent and intends to pursue other business interests. Bernie
Smedley, currently Exigent's Chief Executive Officer, will assume the duties as
President and was appointed President by the Board of Directors on December 11,
1997. Exigent issued a press release announcing the restructuring on December
22, 1997.
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. The plan entitles employees who are granted options to
purchase up to 240,000 Common Shares of Exigent for a period of not more than
two 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 100% of the total
combined voting power of all classes of stock of Exigent and its subsidiaries).
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 240,000 Common Shares underlying the options.
Item 7. Financial Statements and Exhibits.
(c) The following documents are furnished as exhibits to this report:
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Exhibit Page
Number Description of Documents Number
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4 Incentive Stock Option Plan 3Q 4
99(i) Press Release dated December 11, 1997 in which Exigent 10
International, Inc. announces the appointment of Robert M.
Janowiak to the Board of Directors.
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<S> <C> <C>
(ii) Press Release dated December 22, 1997 in which Exigent 12
International, Inc. announces new management structure.
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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: December 31, 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 3Q
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1. PURPOSE. This Incentive Stock Option Plan 3Q (the "Plan") is intended
as an incentive and to encourage stock ownership by 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(j)) will
constitute incentive stock options within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code").
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 1(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.
(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
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.
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(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 1(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, but, in any
event, the aggregate number of shares of stock for which options may be granted
shall be allocated in the amount of fifty percent (50%) of said aggregate number
to new hire employees and the remaining fifty percent (50%) of the aggregate
number will be granted to such employees as the CEO shall select from time to
time, in his discretion.
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 forty
thousand (240,000) 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 given; 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 1(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 two (2) years
from the date such option vests pursuant to subsection (c) below (the "Option
Period").
(c) Vesting. Each employee who holds options granted pursuant to
this Plan must hold such options for at least twelve (12) months before they may
be exercised.
(d) 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
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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 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.
(e) 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.
(f) Transfer of Option. No option shall be transferable by the
optionee other than by will or the laws of descent and distribution.
(g) 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, no option shall be exercisable while there is still
outstanding any other incentive stock option, which was granted to the optionee
before the granting of such new option, to purchase 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.
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.
(h) 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
CEO, by tendering previously acquired shares of stock (valued at their fair
market value, as determined under paragraph 5(e), as of the date of exercise);
or (iii) with the consent of the CEO, any combination of (i) and (ii).
(i) 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
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withholding tax requirements. Any shares so withheld shall be valued on the date
the withholding obligation is incurred.
(j) 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). 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.
(k) No Obligation to Exercise. The granting of an option shall impose
no obligation upon the optionee to exercise such option.
(l) 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 twelve (12) months following the date of death or
disability.
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."
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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(f) 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;
(g) The optionee shall notify the CEO 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 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,
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, 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 CEO as to any
adjustment shall be final and conclusive.
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9. GENDER. As used in this Plan, 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. 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(j); 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 July 30, 1997. 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 July 29, 2007, 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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Exhibit 99(i)
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ROBERT M. JANOWIAK NAMED TO THE BOARD OF DIRECTORS OF
EXIGENT INTERNATIONAL, INC.
MELBOURNE, Fla. -- December 11, 1997 -- Exigent International, Inc. (CHX: SNT,
XNTWS; OBB: XGNT, XGNTW) announces the appointment of Mr. Robert M. Janowiak to
its Board of Directors.
Mr. Janowiak is Executive Director of the International Engineering
Consortium, where he is involved in a wide range of university research and
educational programs to promote positive relationships between industry and
academia.
Previously, Mr. Janowiak was President of Federal Signal Corporation's
Signal Group, where he was responsible for four divisions that offered a wide
range of public safety products and systems. Earlier, Mr. Janowiak was Vice
President of worldwide marketing of Rockwell International's Graphics Group,
where he was responsible for the marketing and sales of commercial and newspaper
printing presses, binary equipment and prepress products/systems.
Mr. Janowiak's directorships include International Engineering Consortium,
National Electrical Engineering Department Heads Association, University of
Southern California's Center for Telecommunications Management and several
corporations. He is a trustee and Executive Committee Member of the Illinois
Institute of Technology. He is also an Advisory Council member of the University
of Illinois College of Engineering and IIT's Stuart School of Business.
Mr. Janowiak has a BSEE from the University of Illinois, MSEE from Illinois
Institute of Technology, MBA from the University of Chicago, and has completed
Stanford University's Executive Program.
Exigent International was formed in 1996 as a holding company to capitalize
on emerging high technology opportunities. Exigent's two operating subsidiaries
are Software Technology, Inc. and FotoTag, Inc.
Exigent has established long term business associations with diverse
government agencies including the Naval Research Laboratory, Navy Satellite
Operations Center, National Aeronautics and Space Administration and U.S. Air
Force Ballistic Missile Defense Organization (BMDO) space program; as well as
with such Fortune 500 companies as Motorola (NYSE: MOT), Rockwell Collins (NYSE:
ROK), Lockheed-Martin (NYSE: LMT), Allied Signal (NYSE: ALD) and Harris
Corporation (NYSE: HRS).
Headquartered in Melbourne, FL, Exigent has offices in Alexandria, VA,
Colorado Springs, CO, Denver, CO, La Plata, MD, and Phoenix, AZ.
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Additional information about the company may be found on its web site:
http://www.xgnt.com.
For Corporate Information: Ray Foster or Julie Holan, Fitzgerald Communications,
Inc. (407) 251-1020.
For Financial Information: Don Riordan, Exigent International, Inc. CFO
(407) 723-3999 or Jim Wheeler of Jim Wheeler & Associates, Investor Relations
Consultant (847) 918-8464.
IRIDIUM(R) is a registered trademark and service mark of Iridium LLC.
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Exhibit 99(ii)
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EXIGENT INTERNATIONAL, INC.
ANNOUNCES NEW MANAGEMENT STRUCTURE
MELBOURNE, Fla. -- December 22, 1997 -- Exigent International, Inc today
announced a refinement of its management structure to facilitate its transition
from a privately-held to a publicly-held company. The change will accommodate
the new challenges, obligations and responsibilities which accompany this
transition.
"We are currently restructuring our organization and work processes to
focus our energy and attention to our primary goals, and to better serve our
many customers," said Bernie Smedley, Chief Executive Officer. "We remain
dedicated to providing best-in-class products and services to support our
customers, and to providing the highest possible return to our shareholders," he
added.
Effective immediately, Mr. Smedley assumes the responsibilities of
President and Chief Operating Officer formerly held by Jeffrey C. Clift, with
all administrative functions now reporting directly to him. Jim Trafficant,
Executive Vice-President of Commercial Business, has been given sole
responsibility for the company's commercial business activities.
Mr. Clift has resigned to pursue opportunities more closely related to his
personal interests.
Exigent International, Inc. was formed in 1996 as a holding company, to
capitalize on emerging high-technology opportunities. Headquartered in
Melbourne, Florida, USA, Exigent's two current subsidiaries are Software
Technology, Inc. (STI), and FotoTag, Inc. STI's software product OS/COMET
controls satellite constellations such as IRIDIUM(R) and the United States Air
Force's Global Positioning System, the two largest in the world. FotoTag
develops advanced systems that track location and movement of people and
objects.
The company trades on the Chicago Stock Exchange as XNT and XNTWS, and on
the NASDAQ Electronic Bulletin Board under the symbols XGNT and XGNTW.
Additional information about the company may be found on its web site:
http://www.xgnt.com.
For Corporate Information: Ray Foster or Julie Holan, Fitzgerald Communications,
Inc. (407) 251-1020.
For Financial Information: Don Riordan, Exigent International, Inc. CFO
(407) 723-3999 or Jim Wheeler of Jim Wheeler & Associates, Investor Relations
Consultant (847) 918-8464.
OS/COMET is a registered trademark of Software Technology, Inc.
IRIDIUM(R) is a registered trademark and service mark of Iridium LLC.
