Registration Statement No. - 333 -_________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
Registration Statement Under the Securities Act of 1933
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EXIGENT INTERNATIONAL, INC.
(Exact name of issuer as specified in its articles)
Delaware 59-3379927
(State or other jurisdic- (I.R.S. Employer
tion of incorporation) Identification No.)
1225 Evans Road
Melbourne, Florida 32904-2314
(407) 952-7550
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive office)
Exigent International, Inc.
Employee Stock Purchase Plan
(Full title of the plan)
Stuart P. Dawley
Executive Vice President - General Counsel
Exigent International, Inc.
1225 Evans Road
Melbourne, Florida 32904-2314
(407) 952-7550
(Name, address, including zip code, and telephone number,
including area code, of agent for service of process)
Copies of all communications, including all communications sent to the agent for
service, should be sent to:
John G. Igoe, Esq.
Edwards & Angell
250 Royal Palm Way
Palm Beach, Florida 33480
(561) 833-7700
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
Approximate Date of Commencement of Proposed Sale to Public: From time to time
after the effective date of this Registration Statement.
Exhibit Index on Page 8
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of Securities Proposed maximum Proposed maximum Amount of
to be registered Amount to be registered offering price per unit (1) aggregate offering price (1) registration fee
=============== ======================= =========================== ============================ ==================
Common Stock, $.01
<S> <C> <C> <C> <C>
par value per share 250,000 shares $4.0625 $1,015,625 $282.34
================= ======== ========== ========
(1) The price is estimated in accordance with Rule 457(h)(1) under the
Securities Act of 1933, as amended, solely for the purpose of
calculating the registration fee, based on the average of the high and
low prices of the Common Stock as reported on the Nasdaq SmallCap
Market on March 25, 1999.
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Exigent International, Inc. (the
"Company") are incorporated herein by reference, except as superseded or
modified herein as described below:
(a) The Company's latest Annual Report filed on Form 10-K for the
fiscal year ended December 31, 1998.
(b) The description of the Company's Common Stock contained in Item 1
of the Company's Registration Statement on Form 8-A dated October 16, 1997.
In addition to the foregoing, all documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment to this Registration
Statement indicating that all of the securities offered hereunder have been sold
or deregistering all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference in this Registration
Statement shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
subsequently filed document that is or is deemed to be also incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Item 4. Description of Securities
See Item 3(b) above.
Item 5. Interests of Named Experts and Counsel
Not Applicable
<PAGE>
Item 6. Indemnification of Directors and Officers
Officers and directors of the Company are covered by certain provisions of the
Delaware General Corporation Law and the Certificate of Incorporation and Bylaws
of the Company, which serve to limit, and, in certain instances, to indemnify
them against, liabilities which they may incur in such capacities.
The Company's Certificate of Incorporation limits the liability of its directors
to the Company or its shareholders (in their capacity as directors, but not in
their capacity as officers) to the fullest extent permitted by Delaware law.
Specifically, the directors of the Company will not be personally liable for
monetary damages for breach of a director's fiduciary duty as a director, except
for liability (i) for any breach of the director's duty of loyalty to the
Company or its shareholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
unlawful payments of dividends or unlawful stock repurchases or redemptions, or
(iv) for any transaction from which the director derived an improper personal
benefit.
The Company's Certificate of Incorporation provides that the Company indemnify
its directors or officers, former directors or officers, and any person who may
have served at its request as a director or officer of another corporation in
which it owns shares of capital stock or of which it is a creditor against
expenses incurred by them in connection with the defense of any action in which
they are parties by reason of being or having been directors or officers of the
Company, or of such other corporation, except in relation to matters as to which
any such person is liable for negligence or misconduct in the performance of
duty.
Except in an action by or in the right of the Company, the Company's Bylaws
provide that the Company indemnify directors and officers (as well as certain
other persons) if such person acted in good faith and in a manner reasonably
believed to be in or not opposed to the best interests of the Company, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
the conduct was unlawful. No indemnification may be made in respect of any
matter as to which such person shall have been adjudged to be liable to the
Company unless and only to the extent that the court in which such action was
brought determines upon application that, despite the adjudication of liability
but in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the court deems proper.
The Company's Bylaws also provide that any indemnification (unless ordered by a
court) may be made by the Company only as authorized in the specific case upon a
determination that indemnification is proper in the circumstances because such
person has met the applicable standard of conduct. Such determination must be
made (i) by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to such action, (ii) if such a quorum is not
obtainable, or, even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (iii) by the
shareholders of the Company. To the extent, however, that an indemnified person
has been successful on the merits or otherwise in defense of any action
described above, or in the defense of any matter therein, such person shall be
indemnified against expenses (including attorneys' fees) incurred in connection
therewith, without the necessity of authorization in the specific case. Expenses
incurred in defending or investigating a threatened or pending action may be
paid by the Company in advance of the final disposition of such action upon
receipt of an undertaking by such person to repay such amount if it is
ultimately determined that indemnification is not proper. The indemnification
and advancement of expenses provided by or granted pursuant to the Company's
Bylaws are not exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any bylaw,
agreement, contract, vote of shareholders or disinterested directors or
otherwise, it being the Company's policy that indemnification of the persons
specified in the Bylaws shall be made to the fullest extent permitted by law.
The indemnification and advancement of expenses provided by the Company's
Bylaws, unless otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a director or officer and inure to the benefit of
the heirs, executors and administrators of such person.
The Company carries directors' and officers' liability insurance.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
A list of the exhibits included as part of this Registration Statement
is set forth in the Exhibit Index which immediately precedes such exhibits and
is hereby incorporated by reference herein.
<PAGE>
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective
amendment to this registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
registration statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth
in the registration statement (or the most
recent post-effective amendment thereto); and
(iii) To include any material information with respect
to the plan of distribution not previously
disclosed in the registration statement or any
material change to such information in the
registration statement;
provided, however, that paragraphs (i) and (ii) shall not apply if
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Company pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to
be a new registration statement relating to the
securities offered therein, and the offering of
such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities
being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(c) The undersigned registrant hereby undertakes to deliver or cause
to be delivered with the prospectus, to each person to whom the
prospectus is sent or given, a copy of the registrant's annual report
to stockholders for its last fiscal year, unless such person
otherwise has received a copy of such report, in which case the
registrant shall state in the prospectus that it will promptly
furnish, without charge, a copy of such report upon written request
from the person.
<PAGE>
(d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a
director, officer, or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer, or controlling person of the registrant in
connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Melbourne, State of Florida on March 24, 1999.
EXIGENT INTERNATIONAL, INC.
By: /s/ Bernard R. Smedley
-------------------------
Bernard R. Smedley
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears
below constitutes and appoints the Chairman and Chief Executive Officer, the
Chief Financial Officer, or the Secretary, or any of them, acting alone, as his
true and lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same with all exhibits thereto,
and all documents in connection therewith, with the Securities and Exchange
Commission, granting said attorney-in-fact and agent, and each of them, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or any of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature Title Date
/s/ Bernard R. Smedley March 24, 1999
- ------------------------------
Bernard R. Smedley Chief Executive Officer
and Chairman of the Board
of Directors
/s/ Jeffery Weinress March 24, 1999
- ------------------------------
Jeffery Weinress Chief Financial Officer
and Principal Accounting
Officer
/s/ Don F. Riordan, Jr. March 24, 1999
- ------------------------------
Don F. Riordan, Jr. Director
/s/ Daniel J. Stark March 24, 1999
- ------------------------------
Daniel J. Stark Director
/s/ William K. Presley March 24, 1999
- ------------------------------
William K. Presley Director
/s/ Robert M. Janowiak March 24, 1999
- ------------------------------
Robert M. Janowiak Director
/s/ Arthur H. Collier March 24, 1999
- -------------------------------
Arthur H. Collier Director
/s/ Scott B. Helm March 24, 1999
- -------------------------------
Scott B. Helm Director
<PAGE>
EXHIBIT INDEX
EXHIBIT PAGE
NUMBER EXHIBIT NUMBER
4.1 Exigent International, Inc.
Employee Stock Purchase Plan 9
5 Opinion of Edwards & Angell, LLP 16
23.1 Consent of Ernst & Young LLP 18
23.2 Consent of Hoyman, Dobson & Company, P.A. 19
23.3 Consent of Edwards & Angell, LLP (included in Exhibit 5). N/A
24 Power of Attorney (included in signature page) N/A
EXIGENT INTERNATIONAL, INC.
EMPLOYEE STOCK PURCHASE PLAN
This Exigent International, Inc. Employee Stock Purchase Plan (the "Plan")
is adopted by Exigent International, Inc. (the "Company") as of the _____ day of
_________, 1999.
1. Introduction. The Plan is intended to provide employees of the
Company and Participating Subsidiaries an opportunity to acquire a proprietary
interest in the Company through the purchase of shares of the Common Stock, $.01
par value ("Common Shares") of the Company with accumulated payroll deductions.
It is the intention of the Company to have the Plan qualify as an "employee
stock purchase plan" under Section 423 of the Internal Revenue Code of 1986, as
amended (the "Code").
2. Definitions. For purposes of this Plan, the following terms shall
have the meanings set forth below:
"Administrator" means the Chief Executive Officer of the Company, or
such other person(s) to whom the CEO has delegated the responsibility of
administering the Plan.
"Base Pay" means regular straight time earnings, overtime pay,
commissions, and any other incentive pay.
"Beneficiary(ies)" means the person(s) designated by the Participant
to the Administrator to be the beneficiary of the Participant's Stock Purchase
Account in the event the Participant dies with a balance remaining. If a
Participant fails to make any such designation, the Participant's Beneficiary
shall be the Participant's estate.
"Board" means the Board of Directors of the Company.
"Employee" means any person who is customarily employed on a
full-time basis by the Company or a participating subsidiary and is regularly
scheduled to work more than 35 hours per week.
"Enrollment Period" means the one (1) calendar month period
preceding an Offering Period during which Employees may elect to participate in
the Plan.
"Offering" means the opportunity to purchase Common Shares with
accumulated payroll deductions during any Offering Period.
"Offering Commencement Date" means January 1, April 1, July 1, and
October 1 of each calendar year.
"Offering Period" means each consecutive three (3) month period
during which Employees have the opportunity to purchase Common Shares with
accumulated payroll deductions commencing on the Offering Commencement Date and
ending on the Offering Termination Date.
"Offering Termination Date" means March 31, June 30, September 30,
and December 31 of each calendar year.
"Participant" means an eligible Employee who has an active
payroll deduction authorization form on file with the Administrator.
"Participating Subsidiaries" means a subsidiary of the Company, as
defined in Section 424 of the Code, whose Employees have been designated as
being eligible to participate in the Plan.
"Stock Purchase Account" means the account established on behalf of
each Participant in accordance with Section 7 hereof.
3. Administration. The Plan shall be administered by the Administrator.
The Administrator may establish, subject to the provisions of the Plan, such
rules and regulations as it deems necessary for the proper administration of the
Plan, and make such determinations and take such actions in connection therewith
or in relation to the Plan as it deems necessary or advisable, consistent with
the Plan.
4. Eligibility. Any Employee of the Company shall be eligible to
participate in Offerings under the Plan by electing participation as provided in
Section 6(a).
5. Common Shares Subject to the Plan. The aggregate number of Common
Shares of the Company which may be issued under the Plan shall not exceed
250,000 shares; subject, however, to the adjustment provided in Section 16
hereof in the event of certain changes in the Company's capital structure. The
Common Shares to be issued and delivered by the Company under the Plan may be
either authorized but unissued shares or treasury shares.
6. Participation in Offering/Payroll Deductions.
(a) An Employee of the Company may elect to participate in any
Offering by completing a payroll deduction authorization form provided by the
Company and filing it with the Administrator during any Enrollment Period. Each
Participant electing to participate in any Offering shall authorize the Company
to withhold an amount up to a maximum of 10% of Base Pay. Payroll deductions
shall commence as of the next following Offering Commencement Date and shall
continue through the Offering Termination Date and successive Offerings unless
and until the Participant files a notice to terminate participation with the
Administrator.
(b) A Participant may discontinue participation in any Offering by
giving written notice of termination to the Administrator at least five days
prior to the Offering Termination Date applicable to such Offering. Such
termination of participation shall be effective as of the date of receipt of
such notice. No further payroll deductions shall be made, and the Participant's
Stock Purchase Account shall be distributed in accordance with Section 11
hereof. The Participant may elect to participate in any succeeding Offering by
filing a new payroll deduction authorization form with the Administrator in
accordance with subparagraph (a) above.
(c) A Participant may alter the amount of payroll deductions as of
the next following Offering Commencement Date by completing a new payroll
deduction authorization form and filing it with the Administrator during the
applicable Enrollment Period. A Participant may not alter the amount of payroll
deductions during any Offering.
7. Participants' Accounts. The Company shall establish an account for
each Participant in the Plan to be known as the Stock Purchase Account. A
Participant's Stock Purchase Account shall be credited with the payroll
deductions elected to be withheld by the Participant, without interest. As of
each Offering Termination Date, the Participant's Stock Purchase Account shall
be debited to reflect the purchase of Common Shares upon the terms and
conditions described herein.
8. Purchase of Common Shares.
(a) Unless a Participant gives written notice to the Company to
terminate participation in the Plan as provided in Section 6(b) hereof at least
five days prior to an Offering Termination Date, the Participant shall be deemed
to have exercised on the Offering Termination Date an option to purchase the
number of full Common Shares which the balance in the Participant's Stock
Purchase Account at that time will purchase at the applicable purchase price as
described in Section 9 hereof. Any excess in the Participant's Stock Purchase
Account at that time will remain in the Participant's Stock Purchase Account and
be available for purchases of Common Shares in future Offerings. Fractional
shares will not be issued under the Plan.
(b) As promptly as practicable after the Offering Termination Date
of each Offering, the Company will cause the Common Shares purchased on behalf
of each Participant to be registered in the name of such Participant, or if the
Participant so directs by written notice to the Administrator prior to the
Offering Termination Date applicable thereto, in the names of the Participant
and one such other person as may be designated by the Participant, as joint
tenants with rights of survivorship or as tenants by the entireties, to the
extent permitted by applicable law. A Participant shall have all of the rights
and privileges of a shareholder with respect to all Common Shares registered in
the Participant's name, subject, however, to the restrictions described in
subparagraph (c) below.
(c) Notwithstanding any provision herein to the contrary and except
as approved by the Administrator, no Participant may sell, assign, transfer,
pledge or otherwise dispose of such Common Shares prior to the expiration of two
years from the Offering Termination Date upon which such Common Shares were
purchased.
(d) No certificates for Common Shares shall be delivered to a
Participant until the expiration of the restrictions described in subparagraph
(c) above. Upon written request of the Participant at any time after the
expiration of such restrictions, the Company shall deliver to the Participant
stock certificates representing the Common Shares registered in his or her name.
9. Purchase Price. The purchase price of Common Shares purchased under
the Plan shall be equal to the lesser of (i) 85% of the closing price of the
Common Shares on the Offering Termination Date or the nearest prior business day
on which trading occurred on the Nasdaq SmallCap Market or any other exchange
upon which the Common Shares may be, or (ii) 85% of the closing price of the
Common Shares on the Offering Commencement Date or the nearest prior business
day on which trading occurred on the Nasdaq SmallCap Market or any other
exchange upon which the Common Shares may be.
10. Restrictions on Participation. Notwithstanding any provisions of
the Plan to the contrary, no Employee shall be granted an option to purchase
Common Shares under the Plan:
(a) if, immediately after such purchase, the Employee would own
stock, and/or hold outstanding options to purchase stock, possessing 5% or more
of the total combined voting power or value of all classes of stock of the
Company; or
(b) which permits the Participant's rights to purchase stock under
all employee stock purchase plans of the Company which qualify for treatment
under Section 423 of the Code to exceed $25,000 in fair market value of Common
Shares (determined at the time such option is granted) for each calendar year in
which options to purchase Common Shares are outstanding.
11. Voluntary Withdrawal from Plan. Upon the election by a Participant
to terminate participation in any Offering as provided in Section 6(b) hereof,
the Participant's Stock Purchase Account will be paid to him as soon as
administratively practicable, without interest. A Participant's withdrawal of
his or her Stock Purchase Account during any Offering will not have any effect
upon the Participant's eligibility to participate in any succeeding Offering.
12. Termination of Employment.
(a) Upon termination of the Participant's employment for any reason
other than death, the Participant's participation in the Plan shall immediately
cease, and his Stock Purchase Account shall be returned to him, without
interest, as soon as administratively practicable.
(b) Upon termination of the Participant's employment by reason of
death, the Participant's Beneficiaries shall have the right to elect, by written
notice given to the Administrator prior to the earlier of the Offering
Termination Date or the expiration of a period of sixty (60) days commencing
with the date of the death of the Participant, either:
(i) to withdraw the Participant's Stock Purchase Account, without
interest, or
(ii) to exercise the Participant's option on the Offering
Termination Date next following the date of the Participant's death to
purchase the number of full Common Shares which the balance in the
Participant's Stock Purchase Account at the date of the Participant's
death will purchase at the applicable purchase price, and any excess
in such Stock Purchase Account will be returned to such Beneficiaries
without interest.
In the event that no such written notice of election shall be
duly received by the office of the Administrator, the Beneficiary shall
automatically be deemed to have elected, pursuant to subparagraph (b) above, to
exercise the Participant's option to purchase Common Shares.
(c) Upon termination of employment for any reason, including death,
the Company shall deliver to the Participant all certificates for Common Shares
registered in the name of such Participant pursuant to this Plan. Certificates
for Common Shares which were purchased less than two years prior to such
termination of employment shall bear the appropriate legend reflecting that such
Common Shares are subject to the restrictions contained in Section 8(c) hereof.
13. Compliance with Securities Laws. Common Shares issued by the
Company under the Plan shall be granted and issued only in full compliance with
all applicable securities laws, including laws, rules and regulations of the
Securities and Exchange Commission and applicable state Blue Sky Laws. With
respect thereof, the Administrator may impose such conditions on transfer,
restrictions and limitations as it may deem necessary and appropriate to assure
compliance with such applicable securities laws.
14. Transferability. Neither payroll deductions credited to a
Participant's Stock Purchase Account nor any rights with regard to the purchase
of Common Shares under the Plan may be assigned, transferred, pledged, or
otherwise disposed of in any way by the Participant other than by will or the
laws of descent and distribution. Any such attempted assignment, transfer,
pledge, or other disposition shall be without effect, except that the Company
may treat such act as an election to withdraw funds in accordance with Section
11 hereof.
15. Use of Funds. All payroll deductions received or held by the
Company under this Plan may be commingled with the general funds of the Company,
and the Company shall not be obligated to segregate such payroll deductions.
16. Readjustment of Stock or Recapitalization.
(a) Upon any recapitalization or readjustment of the Company's
capital stock whereby the character of the present Common Shares shall be
changed, the Board may make such adjustments as it may deem appropriate so that
the stock to be purchased under the Plan shall be the equivalent of the present
Common Shares after such readjustment or recapitalization. In the event of a
subdivision or combination of the Common Shares, the number of shares that may
be purchased under the Plan and the purchase price shall be proportionately
adjusted. In the case of reclassification or other change in the Common Shares,
the Board of Directors shall take such action as it deems appropriate.
(b) Upon the dissolution or liquidation of the Company, or upon a
reorganization, merger, or consolidation of the Company with one or more
corporations, regardless of whether or not the Company is the surviving
corporation, or upon a sale of substantially all of the property or stock of the
Company to another corporation, unless the Board determines otherwise, the Plan
shall be terminated and Stock Purchase Accounts shall be distributed to
Participants, without interest, as soon as administratively practicable.
17. Amendment and Termination. The Board shall have complete power and
authority to terminate or amend the Plan for any reason, including a change in
control as provided in Section 16(b) hereof; provided, however, that the Board
shall not, without the approval of the shareholders of the Company (i) increase
the maximum number of shares which may be issued under any Offering (except
pursuant to Section 16 hereof); or (ii) amend the requirements as to the class
of employees eligible to purchase stock under the Plan. No termination,
modification, or amendment of the Plan may, without the consent of a
Participant, adversely affect the rights of such Participant with respect to
Common Shares already purchased under the Plan.
18. No Effect on Employment Status. The Plan does not, directly or
indirectly, create any right for the benefit of any Employee to purchase Common
Shares under the Plan, or create in any Employee any right with respect to
continuation of employment by the Company. The Plan shall not be deemed to
interfere in any way with the Company's right to terminate, or otherwise modify,
an Employee's employment at any time.
19. Company Responsibility. All expenses of this Plan, including the
cost of maintaining records, shall be borne by the Company. The Company shall
have no responsibility or liability (other than under applicable Securities
Acts) for any act or thing done or left undone with respect to the price, time,
quantity, or other conditions and circumstances of the purchase of Common Shares
under the terms of the Plan, so long as the Company acts in good faith.
20. Tax Withholding. Any purchase of Common Shares hereunder shall
provide as determined by the Administrator for appropriate arrangements for the
satisfaction by the Company and the Participant of all federal, state, local or
other income, excise or employment taxes or tax withholding requirements
applicable to the purchase of Common Shares or the later disposition of the
Common Shares thereby acquired and all such additional taxes or amounts as
determined by the Administrator in its discretion, including, without
limitation, the right of the Company to receive transfers of Common Shares or
other property from the Participant or to deduct or withhold in the form of
Common Shares from any transfer to a Participant, in such amount or amounts
deemed required or appropriate by the Administrator in its sole and absolute
discretion.
21. Implied Consent. Every Participant, by his or her participation in
the Plan, shall be deemed to have consented to be bound, on his own behalf and
on behalf of his heirs, assigns, and legal representatives, by all of the terms
and conditions of this Plan.
22. Effective Date. The Plan shall become effective as of ____________,
1999, subject to approval by the holders of the majority of the Common Shares
present and represented at a special or annual meeting of the shareholders held
on or before ____________, 2000. If the Plan is not so approved, the Plan shall
not become effective. The Plan shall terminate on ____________, 2009 unless
earlier terminated by the Board as provided in Section 17 hereof.
23. Delaware Law to Govern. This Plan shall be construed and
administered in accordance with and governed by the laws of the State of
Delaware.
IN WITNESS WHEREOF, the Company has caused this Exigent International,
Inc. Employee Stock Purchase Plan to be executed by its duly authorized officer
this ____ day of _________, 1999.
EXIGENT INTERNATIONAL, INC.
By:___________________________________
Title:_____________________________
March 30, 1999
Exigent International, Inc.
1225 Evans Road
Melbourne, FL 32904-2314
Ladies and Gentlemen:
We have acted as counsel for Exigent International, Inc., a Delaware corporation
(the "Company"), in connection with the registration of 250,000 shares (the
"Shares") of Common Stock, $.01 par value (the "Common Stock"), issuable upon
the exercise of options under the Company's Employee Stock Purchase Plan (the
"Plan").
In connection with this opinion, we have examined the Registration Statement on
Form S-8 filed with the Securities and Exchange Commission ("SEC") pursuant to
the rules and regulations promulgated under the Securities Act of 1933, as
amended, on the date hereof (the "Registration Statement"), relating to the
above-mentioned registration. In addition, we have examined such corporate
records, certificates and other documents, and reviewed such questions of law,
as we have deemed necessary or advisable in order to enable us to render the
opinion contained herein.
In our examination of the foregoing documents, we have assumed the genuineness
of all signatures and the authenticity of all documents submitted to us as
originals, the conformity to unsigned documents of all documents submitted to as
certified or photostatic copies, and the authenticity of the originals of such
latter documents.
We assume that the appropriate action will be taken, prior to the offer and sale
of the Shares, to register and qualify the Shares for sale under all appropriate
State "Blue Sky" and securities laws.
Based upon the foregoing, we are of the opinion that the Shares of Common Stock
being registered under the Registration Statement, when issued and paid for as
contemplated by the Plan, assuming due execution of the certificates therefor,
will be legally issued, fully paid and non-assessable.
We consent to the filing of this opinion as an Exhibit to the Registration
Statement and to the use of our name under the caption "Legal Matters" in the
Prospectus constituting a part of the Registration Statement. In giving such
consent, we do not admit that we come within the category of persons whose
consent is required by Section 7 of the Act or the rules and regulations
promulgated thereunder.
Very truly yours,
EDWARDS & ANGELL, LLP
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Exigent International Inc. Employee Stock Purchase
Plan of our report dated March 12, 1999, with respect to the consolidated
financial statements of Exigent International, Inc. included in its Annual
Report (Form 10-K) for the eleven months ended December 31, 1998, filed with the
Securities and Exchange Commission on March 30, 1999.
Ernst & Young LLP
Orlando, Florida
March 30, 1999
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Exigent International, Inc. Employee Stock Purchase
Plan of our report dated April 4, 1998, with respect to the consolidated
financial statements of Exigent International, Inc. included in its Annual
Report (Form 10-K) for each of the years ended January 31, 1997 and 1998, filed
with the Securities and Exchange Commission on March 30, 1999.
/s/ Hoyman, Dobson & Company, P.A.
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Hoyman, Dobson & Company, P.A.
Melbourne, Florida
March 29, 1999
