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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):
May 12, 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.
On May 12, 1998, Exigent International, Inc. ("Exigent") issued a press
release announcing that its subsidiary, Software Technology, Inc. ("STI"), was
awarded a contract worth approximately $61.5 million. On May 14, 1998, Exigent
issued a press release providing additional details to the May 12, 1998 press
release including the information that the contract was with the Naval Research
Laboratory.
On May 18, 1998, Exigent announced that Mr. Scott Bradford Helm was
appointed to serve on the Exigent Board of Directors. Mr. Helm is a private
investor based in New York City and was Vice-President in the Investment Banking
Division of Goldman, Sachs & Co. until early 1998. He was primarily involved in
providing financial advice and underwriting services to corporate clients
focusing on leveraged finance, project finance and the satellite
telecommunications industry.
Exigent has adopted a 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
500,000 Common Shares of Exigent for a period of not more than three years from
the date of grant of any option at $2.25 per share. 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 500,000
Common Shares underlying the options.
Item 7. Financial Statements and Exhibits.
(c) The following documents are furnished as exhibits to this report:
<TABLE>
<CAPTION>
Exhibit Page
Number Description of Documents Number
- ------- ------------------------ -------
<S> <C> <C>
4 Stock Option Plan 6NQ 4
99(i) Press Release, May 12, 1998, in which Exigent announces the award 10
of a $61.5 million contract
99(ii) Press Release, May 14, 1998, in which Exigent announces 11
additional details about the $61.5 million contract
99(iii) Press Release, May 18, 1998, in which Exigent announces the 12
appointment of Scott Bradford Helm to the Exigent Board of
Directors
</TABLE>
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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: May 19, 1997 By: /s/ Don F. Riordan, Jr.
------------------------------------------
Title: Chief Financial Officer
------------------------------------------
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Exhibit 4
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STOCK OPTION PLAN 6NQ
---------------------
1. PURPOSE. This Stock Option Plan 6NQ (the "Plan") is intended as a
management bonus plan 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 the options issued pursuant to
the Plan will not 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"), except with respect to options granted to the CEO, in
which case the board of directors of the Company shall administer the grants in
accordance with the applicable approved Compensation Committee award program.
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
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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.
(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 to be included in management bonus awards as the CEO shall
select from time to time.
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 five hundred thousand
(500,000) 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. 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.
(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 $2.25 per share.
(d) 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.
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(e) Exercise of Options. Each option may be exercised at any time
during its Option Period, subject to any restrictions 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).
(f) 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 at the Company's principal
offices to the person and 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(e)) 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(g), 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.
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.
(g) Fair Market Value. The fair market value of each Common Share
tendered as provided above 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 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.
(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
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withholding tax requirements. Any shares so withheld shall be valued as
described in paragraph 5(g) as of the date the withholding obligation is
incurred.
(i) No Obligation to Exercise. The granting of an option shall
impose no obligation upon the optionee to exercise such option.
(j) 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. 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");
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(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), 5(e), 5(f) and 5(j), 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
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(g)) 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
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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
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 increase or decrease (to the extent that options
have not been granted or outstanding options have expired) the number of shares
subject to the Plan or terminate, amend, or modify the Plan, at any time. 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 May 8, 1998. All
options granted prior to shareholders approval shall be subject to such
approval. The Plan shall terminate on May 7, 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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Exhibit 99(i)
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EXIGENT INKS CONTRACT FOR $61.5 MILLION
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MELBOURNE, FL, May 12, 1998 - Exigent International, Inc. (Chicago Stock
Exchange: XNT; OTC: XGNT) announced that its subsidiary Software Technology,
Inc. (STI) has just signed a contract worth approximately $61.5 million.
Exigent's CEO, Bernie Smedley, said, "We view this contract as a further
validation of STI's core competencies and our commitment to quality and customer
satisfaction."
Exigent International, Inc. (www.xgnt.com) is a holding company
capitalizing on emerging high-technology opportunities. Subsidiaries are:
Software Technology, Inc. (STI), specializes in satellite command and control
solutions. STI's flagship product OS/COMET/TM/ controls the two largest
constellations: the IRIDIUM(R) global communication system (more than 70
satellites aloft in its final form) and the well-known NAVSTAR Global
Positioning System (GPS).
FotoTag, Inc., develops innovative solutions to the problems of people and
product tracking.
Since 1978, we have served a number of Fortune 500 clients, and government
agencies that include NASA, the USAF, and the Naval Research Laboratory (NRL).
For Investor Relations, contact Don Riordan, CFO ([email protected]).
For general information, contact Dennis Lunder, VP Marketing
([email protected]) via E-mail, or: (888) 952-XGNT or (407) 676-4510 (Fax).
IRIDIUM(R) is a registered trademark and service mark of Iridium LLC.
<PAGE>
Exhibit 99(ii)
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EXIGENT'S STI SIGNS $61.5 MILLION CONTRACT WITH U.S. NAVY
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MELBOURNE FL, May 14, 1998 - Exigent International, Inc. (OTC Bulletin
Board: XGNT; CHX: XNT) reports that this latest contract award from the Naval
Research Laboratory (NRL) is a continuation of the Company's long-standing
commitment to the NRL. Exigent's subsidiary Software Technology, Inc. (STI)
will provide software engineering support over a period of five years, in areas
ranging from battlefield-critical applications to client/server financial
information systems. This news release is additional detail subsequent to the
release dated May 12, 1998.
Exigent CEO Bernie Smedley said, "We are delighted that the Navy has again
expressed its confidence in STI's abilities in such a positive way. We feel
that this represents a validation of our core competencies and our commitment to
customer satisfaction. The Company welcomes this continuation of our two-decade
relationship with the NRL."
Jack Daily, Exigent's Executive Vice-President and General Manager of
Government Systems said, "STI looks forward to continuing our support of the
many missions of the NRL, including the joint Navy/Commercial program, Naval
EarthMap Observer, NASA projects, and other critical Navy space programs."
Company managers at Exigent offices in Alexandria, Virginia reported that
the initial Task Orders to begin work under the contract are already in hand.
Exigent International, Inc. (www.xgnt.com) is a holding company,
capitalizing on emerging high-technology opportunities. Subsidiaries are:
Software Technology, Inc. (STI), specializes in satellite command and control
solutions. STI's flagship software product OS/COMET/TM/ controls the two
largest constellations: the IRIDIUM(R) global communication system (more than
70 satellites aloft in its final form) and the well-known NAVSTAR Global
Positioning System (GPS).
FotoTag, Inc. develops innovative solutions to the problems of people and
product tracking.
Since 1978, we have served a number of Fortune 500 clients, and government
agencies that include NASA, the USAF, and the Naval Research Laboratory (NRL).
For Investor Relations, contact Don Riordan, CFO ([email protected]).
For general information, contact Dennis Lunder, VP Marketing
([email protected]) via E-mail or: 888/952-XGNT or 407/676-4510 (Fax).
IRIDIUM(R) is a registered trademark and service mark of Iridium LLC.
<PAGE>
Exhibit 99(iii)
---------------
SCOTT B. HELM NAMED TO EXIGENT BOARD
------------------------------------
MELBOURNE, FL, May 18, 1998 - Exigent International, Inc. (OTC Bulletin
Board: XGNT; CHX: XNT) was pleased to announce today the appointment of Mr.
Scott Bradford Helm to the Board of Directors.
Mr. Helm is a private investor, based in New York City. From 1987 through
early 1998 he was employed by Goldman, Sachs & Co., the well-known New York-
based investment banking firm, where he was a Vice-President in the Investment
Banking Division. In that capacity, he was primarily involved in providing
financial advice and underwriting services to corporate clients, focusing on
leveraged finance, project finance, and the satellite telecommunications
industry. He was responsible for advising the international consortium Iridium
LLC in its financing of the IRIDIUM global satellite communications network.
Exigent believes that Mr. Helm will provide valuable insights into the
investment banking issues that confront the Company in the current period of
growth and expansion.
In 1987, Mr. Helm received a Bachelor of Science degree in Business
Administration from Washington University, St. Louis, Missouri.
Exigent International, Inc. (www.xgnt.com) is a holding company,
capitalizing on emerging high-technology opportunities. Subsidiaries are:
Software Technology, Inc. (STI), specilizes in satellite command and control
solutions. STI's flagship software product OS/COMET/TM/ controls the two
largest constellations: the IRIDIUM(R) global communication system (more than
70 satellites aloft in its final form) and the well-known NAVSTAR Global
Positioning System (GPS).
FotoTag, Inc. developes innovative solutions to the problems of people and
product tracking.
Since 1978, we have served a number of Fortune 500 clients, and government
agencies that include NASA, the USAF, and the Naval Research Laboratory (NRL).
For Investor Relations, contact Don Riordan, CFO ([email protected]).
For general information, contact Dennis Lunder, VP Marketing
([email protected]) via E-mail or: 888/952-XGNT or 407/676-4510 (Fax).
IRIDIUM(R) is a registered trademark and service mark of Iridium LLC.
