[TYPE] EX-1
As filed with the Securities and Exchange Commission on February , 1997.
Registration No. 333- .
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UNITED STATES SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE ACT OF 1933
APPLIED INTELLIGENCE GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
Oklahoma 73-1247666
(State or other jurisdiction of (I.R.S Employer
incorporation or organization) Identification Number)
13800 Benson Road
Edmond, Oklahoma 73013
(Address of principal executive offices) (Zip Code)
Applied Intelligence Group, Inc. 1995 Stock Option Plan
(Full Title of the Plan)
Mr. Robert L. Barcum
President and Chief Executive Officer
Applied Intelligence Group, Inc.
13800 Benson Road
Edmond, Oklahoma 73013
(Name and Address of Agent For Service)
(405) 936-2300
(Telephone Number, Including Area Code, of Agent For Service)
Copies To:
Mr. Michael E. Dunn, Esq.
Dunn Swan & Cunningham
2800 Oklahoma Tower, 210 Park Avenue
Oklahoma City, Oklahoma 73102-5604
(405) 235-8318
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CALCULATION OF REGISTRATION FEE(1)
Title of Amount to be Proposed Proposed Amount of
Securities to Registered Maximum Maximum Registratio
be Registered Offering Aggregate n
Price Per Offering Fee(3)
Share (2) Price (2)
<S> <C> <C> <C> <C>
Common Stock
($.001 per
share par 300,000 $4.625 $1,387,500 $478
value) shares
(1) In addition, pursuant to Rule 416c under the Securities Act
of 1933, this Registration Statement also covers an indeterminate
amount of shares of Common Stock as a result of adjustment in the
number of securities issuable upon exercise of stock options by
reason of anti-dilution provisions of the Applied Intelligence
Group, Inc. 1995 Stock Option Plan.
(2) Estimated solely for the purpose of determining the
registration fee.
(3) Calculated pursuant to rule 457(h)(1) on the basis of the
average of the reported high and low sale prices of shares of the
Common Stock on the Nasdaq SmallCap Market on February 14, 1997.
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Exhibit Index Appears on Page .
PART II
This Registration Statement relates to 300,000 shares ofCommon Stock,
$.001 par value per share (the "Common Stock"), of Applied Intelligence
Group, Inc. (the "Company" or the "Registrant"), being registered for use
under the Applied Intelligence Group, Inc. 1995 Stock Option Plan, adopted
March 1, 1995, and as amended on April 29, 1996 (the "Plan"). The Common
Stock registered hereunder may be issued under the Plan upon exercise of
options granted under and pursuant to the Plan.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed with the Securities and
Exchange Commission (the "Commission") are incorporated in this Registration
Statement by reference:
(a) the Prospectus, dated November 21, 1996, of the Registrant filed
with the Central Regional Officer of the Commission pursuant to Rule 424(b)
and in conjunction with the Company's Registration Statement on Form SB-2
(No. 333-5038-D), as declared effective by the Commission on November 20,
1996;
(b) the Certificate of Incorporation contained as Exhibit 3.1 to the
Company's Registration Statement on Form SB-2 (No. 333-5038-D), as filed with
the Central Regional Office of the Commission and as declared effective by
the Commission on November 20, 1996;
(c) the Bylaws contained as Exhibit 3.2 to the Company's Registration
Statement on Form SB-2 (No. 333-5038-D), as filed with the Central Regional
Office of the Commission and as declared effective by the Commission on
November 20, 1996;
(d) the description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A as filed with the Commission on
November 14, 1996 under Section 12 of the Securities Exchange Act of 1934,
including any amendment or description filed for the purpose of updating such
description; and
(e) All documents and reports 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 which
indicates that all securities offered have been sold or which deregisters 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 such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable. (Class of securities to be offered is registered under
Section 12 of the Securities Exchange Act of 1934.)
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 1031 of the Oklahoma General Corporation Act permits (and
Registrant's Certificate of Incorporation and Bylaws, which are incorporated
by reference herein) authorize indemnification of directors and officers of
the Registrant and officers and directors of another corporation,
partnership, joint venture, trust or other enterprise who serve at the
request of Registrant, against expenses, including attorneys fees, judgments,
fines and amount paid in settlement actually and reasonably incurred by such
person in connection with any action, suit or proceeding in which such person
is a party by reason of such person being or having been a director or
officer of Registrant or at the request of Registrant, if he conducted
himself in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of Registrant, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. Registrant may not indemnify an officer or a director with
respect to any claim, issue or matter as to which such officer or director
shall have been adjudged to be liable to Registrant, unless and only to the
extent that the court in which such action or suit was brought shall
determine 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 shall
deem proper. To the extent that an officer or director is successful on the
merits or otherwise in defense on the merits or otherwise in defense of any
action, suit or proceeding with respect to which such person is entitled to
indemnification, or in defense of any claim, issue or matter therein, such
person is entitled to be indemnified against expenses, including attorneys
fees, actually and reasonable incurred by him in connection therewith.
The circumstances under which indemnification is granted with an action
brought on behalf of Registrant are generally the same as those set forth
above; however, expenses incurred by an officer or a director in defending a
civil or criminal action, suit or proceeding may be paid by the Company in
advance of final disposition upon receipt of an undertaking by or on behalf
of such officer or director to repay such amount it is ultimately determined
that such officer or director is not entitled to indemnification by
Registrant.
These provisions may be sufficiently broad to indemnify such persons for
liabilities under the Securities Act of 1933, as amended (the "1933 Act"), in
which case such provision is against public policy as expressed in the 1933
Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4.1 Specimen certificate of the Common Stock is incorporated by
reference to Exhibit 4.1 filed as a part of Amendment No. 1 to the
Company's Registration Statement on Form SB-2 (No. 333-5038-D), as
filed with the Central Regional Office of the Commission on
August 26, 1996.
4.2 Applied Intelligence Group, Inc. 1995 Stock Option Plan
5 Opinion of Dunn Swan & Cunningham
23.1 Consent of Independent Accountants
23.2 Consent of Dunn Swan & Cunningham
24 Power of Attorney
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 1933 Act;
(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;
(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 (1) (i) and (1) (ii) do 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 Registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") that are incorporated by reference herein.
(2) That, for the purpose of determining any liability under the
1933 Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, 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 1933 Act, each filing of the undersigned
Company's annual report pursuant to Section 13 (a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the new offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the 1933
Act my be permitted to directors, officers, and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the 1933 Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer, or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities
being registered, the Company 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 and will be governed
by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Edmond, Oklahoma, on this 19th day
of February, 1997.
APPLIED INTELLIGENCE GROUP, INC.
BY: /s/ ROBERT L. BARCUM
----------------------------
Robert L. Barcum
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated.
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SIGNATURES TITLE DATE
<S> <C> <C>
/s/ ROBERT L. BARCUM Chairman of the February 19, 1997
Robert L. Barcum Board of Directors
and Chief Executive
Officer
/s/ ROBERT N. BAKER Vice President and February 19, 1997
Robert N. Baker Director
/s/ RUSSELL L. REINHARDT Vice President and February 19, 1997
Russell L. Reinhardt Director
/s/ DAVID B. NORTH Vice President February 19, 1997
David B. North
/s/ JOHN M. DUCK Vice President and February 19, 1997
John M. Duck Chief Financial
Officer
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
<S> <C>
4.1 Specimen certificate of the common stock is incorporated by
reference to Exhibit 4.1 filed as a part of Amendment No. 1 to the
Company's Registration Statement on Form SB-2 (No. 333-5038-D), as
filed with the Central Regional Office of the Commission on
August 26, 1996.
4.2 Applied Intelligence Group, Inc. 1995 Stock Option
Plan
5 Opinion of Dunn Swan & Cunningham
23.1 Consent of Independent Accountants
23.2 Consent of Dunn Swan & Cunningham
24 Power of Attorney
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APPLIED INTELLIGENCE GROUP, INC.
1995 STOCK OPTION PLAN
Adopted Effective: March 1, 1995
<PAGE>
INDEX
Page
ARTICLE I. General Provisions . . . . . . . . . . 1
1.1 Purpose. . . . . . . . . . . . . . . . . 1
1.2 General. . . . . . . . . . . . . . . . . 1
1.3 Administration of the Plan . . . . . . . 1
1.4 Shares Subject to Plan . . . . . . . . . 2
1.5 Participation in the Plan. . . . . . . . 2
1.6 Determination of Fair Market Value . . . 2
1.7 Grants of Options Under Stock
Option Agreement . . . . . . . . . . . . 2
1.8 Amendment and Termination of the Plan. . 2
1.9 Effective Date . . . . . . . . . . . . . 3
1.10 Securities Law Requirements. . . . . . . 3
1.11 Separate Certificates. . . . . . . . . . 3
1.12 Payment for Stock. . . . . . . . . . . . 3
1.13 Stock Options and ISO
Options Granted Separately . . . . . . . 4
1.14 Use of Proceeds. . . . . . . . . . . . . 4
1.15 Non-Transferability of Options . . . . . 4
1.16 Additional Documents on Death
of Participant . . . . . . . . . . . . . 5
1.17 Changes in Employment. . . . . . . . . . 5
1.18 Shareholder Rights . . . . . . . . . . . 5
1.19 Adjustments Upon Changes in
Capitalization . . . . . . . . . . . . . 5
1.20 Payment of Withholding Taxes . . . . . . 5
1.21 Assumption of Outstanding Options. . . . 6
1.22 Retirement and Disability. . . . . . . . 6
ARTICLE II. Stock Options . . . . . . . . . . . . 6
2.1 General Terms. . . . . . . . . . . . . . 6
2.2 Grant and Terms for Stock Options. . . . 6
ARTICLE III. ISO Options. . . . . . . . . . . . . 8
3.1 General Terms. . . . . . . . . . . . . . 8
3.2 Grant and Terms of ISO Options . . . . . 8
ARTICLE IV.Acceleration of Options on Change of
Control, Sale of Stock or IPO. . . . . . 10
ARTICLE V. Options Not Qualifying as Incentive Stock
Options. . . . . . . . . . . . . . . . . 11
<PAGE>
APPLIED INTELLIGENCE GROUP, INC.
1995 STOCK OPTION PLAN
ARTICLE I
General Provisions
1.1 Purpose. The purpose of APPLIED INTELLIGENCE
GROUP, INC. 1995 STOCK OPTION PLAN shall be to attract, retain
and motivate key management, directors, key professional
employees or key professional non-employee service providers (the
"Participants") of Applied Intelligence Group, Inc. (the
"Company") and subsidiaries by way of granting (i) nonqualified
stock options ("Stock Options") and (ii) incentive stock options
("ISO Options"). For purposes of this Plan, Stock Options and ISO
Options are sometimes collectively herein called "Options." The
ISO Options to be granted under the Plan are intended to be
qualified pursuant to Section 422 of the Internal Revenue Code of
1986, as amended (the "Code"); and, the Stock Options to be
granted are intended to be "nonqualified stock options" as
described in Sections 83 and 421 of the Code. Further, under the
Plan, the terms "parent" and "subsidiary" shall have the same
meaning as set forth in Subsections (e), (f) and (g) of Section
424 of the Code unless the context herein clearly indicates to
the contrary.
1.2 General. The terms and provisions of this Article
I shall be applicable to Stock Options and ISO Options unless the
context herein clearly indicates to the contrary.
1.3 Administration of the Plan. The Plan shall be
administered by the Stock Option Committee ("Committee")
appointed by the Board of Directors ("Board") of the Company and
consisting of not less than two members from the Board. The
members of the Committee shall serve at the pleasure of the
Board. Any member may serve concurrently as a member of any other
administrative committee of any other plan of the Company or any
of its affiliates entitling participants therein to acquire
stock, stock options or deferral compensation rights (including
stock appreciation rights). A member or the Board may serve on
the Committee notwithstanding the fact that such member has been
eligible, during the year preceding his appointment, to
participate under the Plan or any other plan of the Company or
any of its affiliates entitling participants therein to acquire
stock, stock options or deferred compensation rights (including
stock appreciation rights). A member of the Committee may be
eligible to become a Participant in the Plan if he is a key
management employee of the Company, its parent or any subsidiary
in the same manner as any other eligible employee or such person
is a director of the Company. Provided, however, that the
Committee shall not grant any Options to any of its own members
while such member is serving as a member of the Committee. An
Option may be granted to members of the Committee as determined
by the Board without any members of the Committee participating
in any discussion or vote regarding the granting of any such
Option to such member of the Committee. In the event that the
Board is to grant Options as provided herein to any member of the
Committee, then, in such event, the term "Board" shall mean the
'Committee' as that term is used herein and for the limited
purpose of granting Options to members of the Committee, the
Board shall have all rights, powers and duties which are
otherwise vested in the Committee. The Committee shall have the
power where consistent with the general purpose and intent of the
Plan to (i) modify the requirements of the Plan to conform with
the law or to meet special circumstances not anticipated or
covered in the Plan, (ii) suspend or discontinue the Plan, (iii)
establish policies and (iv) adopt rules and regulations and
prescribe forms for carrying out the purposes and provisions of
the Plan including the form of any "stock option agreements"
("Stock Option Agreements"). Unless otherwise provided in the
Plan, the Committee shall have the authority to interpret and
construe the Plan, and determine all questions arising under the
Plan and any agreement made pursuant to the Plan. Any
interpretation, decision or determination made by the Committee
shall be final, binding and conclusive. A majority of the
Committee shall constitute a quorum, and an act of the majority
of the members present at any meeting at which a quorum is
present shall be the act of the Committee.
1.4 Shares Subject to the Plan. Shares of stock ("Stock")
covered by Stock Options and ISO Options shall consist of Fifty-
four Thousand (54,000) shares of the non-voting common stock, par
value $.001, of the Company. Either authorized and unissued
shares or treasury shares may be delivered pursuant to the Plan.
If any Option for shares of Stock granted to a Participant
lapses, or is otherwise terminated, the Committee may grant Stock
Options or ISO Options for such shares of Stock to other
Participants.
1.5 Participation in the Plan. The Committee shall
determine from time to time those Participants who are to be
granted Stock Options and ISO Options and the number of shares of
Stock covered thereby. Provided, however, those directors who are
not key management employees of the Company, its parent or
subsidiaries of the Company shall only be eligible to be granted
Stock Options under this Plan. Provided, further, non-employee
service providers to the Company, its parent or subsidiaries of
the Company shall only be eligible to be granted Stock Options
under this Plan.
1.6 Determination of Fair Market Value. As used in the
Plan "fair market value" shall mean the average of the highest
and lowest sales prices of the common stock of the Company as
reported by the American Stock Exchange, or other primary
exchange upon which the stock is listed, as of the grating date,
exercise date, or other relevant date. If the non-voting common
stock is not readily tradable on an established securities
market, all valuations of such non-voting common stock with
respect to activities carried on by the Plan shall be determined
by the Committee as of the relevant date, and the Committee shall
utilize any reasonable and prudent method in determining such
fair market value, including, without limitation, the obtaining
of an opinion of a completely independent and well-qualified
appraiser who meets the requirements prescribed under Section
170(a)(1) of the Code.
1.7 Grants of Options Under Stock Option Agreement. Each
Stock Option or ISO Option granted under this Plan shall be
evidenced by the minutes of a meeting of the Committee or by the
written consent of the Committee and by a written Stock Option
Agreement effective on the date of grant and executed by the
Company and the Participant. Each Option granted hereunder shall
contain such terms, restrictions and conditions as the Committee
may determine, which terms, restrictions and conditions may or
may not be the same in each case.
1.8 Amendment and Termination of the Plan. The Plan
shall terminate at midnight, February 28, 2005, but prior thereto
may be altered, changed, modified, amended or terminated by
written amendment approved by the Board. Provided, that no action
of the Board may, without the approval of the holders of a
majority of the securities of the Company entitled to vote
thereon, increase the aggregate number of shares of Stock which
may be purchased under Stock Options or ISO Options granted under
the Plan; amend or alter the Option Price or the ISO Price, as
applicable; materially increase the benefit accruing to
Participants under the Plan, materially modify the requirements
as to eligibility for participation in the Plan; or amend the
Plan in any manner which would impair the applicability of Rule
16b-3 as promulgated under the Exchange Act (or any successor
rule) to the Plan. Except as provided in this Article I, no
amendment, modification or termination of the Plan shall in any
manner adversely affect any Stock Option or ISO Option
theretofore granted under the Plan without the consent of the
affected Participant.
1.9 Effective Date. The Plan shall become effective (and
Options may be granted) upon approval by the holders of a
majority of the common stock of the Company present, or
represented, and entitled to vote at a meeting called for such
purpose, which must occur within twelve (12) months of March 1,
1995.
1.10 Securities Law Requirements. The Company shall
have no obligation to issue any Stock hereunder unless such
shares are listed on the applicable stock exchange(s), if any, on
which the Company's shares of Stock are listed at the time and
the issuance of such shares would comply with any applicable
federal or state securities laws or any other applicable law or
regulations thereunder.
1.11 Separate Certificates. Separate certificates
representing the non-voting common stock of the Company to be
delivered to a Participant upon the exercise of any Stock Options
or ISO Options will be issued to such Participant.
1.12 Payment for Stock. Payment for shares of Stock purchased
under this Plan shall be made in full and in cash or by check,
Stock of the Company or a combination thereof, at the time of
exercise of the Options as a condition thereof, and no loan or
advance shall be made by the Company for the purpose of
financing, in whole or in part, the purchase of Stock. In the
event that nonvoting common stock of the Company is utilized as
consideration for the purchase of Stock upon the exercise of a
Stock Option or an ISO Option, then, such non-voting common stock
shall be valued at the "fair market value" as defined in Section
1.6 of the Plan. In addition to the foregoing procedure which may
be available for the exercise of any Stock Option or ISO Option,
the Participant may deliver to the Company a notice of exercise
including an irrevocable instruction to the Company to deliver
the stock certificate issued in the name of the Participant
representing the shares subject to an Option to a broker
authorized to trade in the common stock of the Company. Upon
receipt of such notice, the Company will acknowledge receipt of
the executed notice of exercise and forward this notice to the
broker. Upon receipt of the copy of the notice which has been
acknowledged by the Company, and without waiting for issuance of
the actual stock certificate with respect to the exercise of the
Option, the broker may sell the Stock or any portion thereof.
Upon receipt of the notice to exercise from the Company, the
broker will deliver directly to the Company that portion of the
sales proceeds to cover the Option Price and any withholding
taxes, if any. Further, the broker may also facilitate a loan to
the Participant upon receipt of the notice of exercise in advance
of the issuance of the actual stock certificate as an alternative
means of financing and facilitating the exercise of any Option.
For all purposes of effecting the exercise of an Option, the date
on which the Participant gives the notice of exercise to the
Company will be the date he becomes bound contractually to take
and pay for the shares of Stock underlying the Option. The
Committee may also adopt such other procedures which it desires
for the payment of the purchase price upon the exercise of a
Stock Option or ISO Option which are not inconsistent with the
applicable provisions of the Code which relate to Stock Options
and ISO Options.
1.13 Stock Options and ISO Options Granted Separately.
Since the Committee is authorized to grant Stock Options and ISO
Options to Participants, the grants thereof and Stock Option
Agreements relating thereto will be made separately and totally
independent of each other. Except as it relates to the total
number of shares of Stock which may be issued under the Plan, the
grant or exercise of a Stock Option shall in no manner affect the
grant and exercise of any ISO Options. Similarly, the grant and
exercise of an ISO Option shall in no manner affect the grant and
exercise of any Stock Options.
1.14 Use of Proceeds. The proceeds received by the Company
from the sale of Stock pursuant to the exercise of Options
granted under the Plan shall be added to the Company's general
funds and used for general corporate purposes.
1.15 Non-Transferability of Options. Except as otherwise
herein provided, any Option granted shall not be transferable
otherwise than by will or the laws of descent and distribution,
and the Option may be exercised, during the lifetime of the
Participant, only by him. More particularly (but without limiting
the generality of the foregoing), the Option shall not be
assigned, transferred (except as provided above), pledged or
hypothecated in any way whatsoever, shall not be assignable by
operation of law and shall not be subject to execution,
attachment, or similar process. Any attempted assignment,
transfer, pledge, hypothecation, or other disposition of the
Option contrary to the provisions hereof shall be null and void
and without effect.
1.16 Additional Documents on Death of Participant. No
transfer of an Option by the Participant by will or the laws of
descent and distribution shall be effective to bind the Company
unless the Company shall have been furnished with written notice
and an authenticated copy of the will and/or such other evidence
as the Committee may deem necessary to establish the validity of
the transfer and the acceptance by the successor to the Option of
the terms and conditions of such Option.
1.17 Changes in Employment. So long as the Participant
shall continue to be an employee or non-employee service
providers of the Company or its parent or one of its
subsidiaries, any Option granted to him shall not be affected by
any change of duties or position. Nothing in the Plan or in any
Stock Option Agreement which relates to the Plan shall confer
upon any Participant any right to continue in the employ of the
Company or its parent or any of its subsidiaries, or interfere in
any way with the right of the Company or its parent or any of its
subsidiaries to terminate his employment at any time.
1.18 Shareholder Rights. No Participant shall have a right
as a shareholder with respect to any shares of Stock subject to
an Option prior to the purchase of such shares of Stock by
exercise of the Option.
1.19 Adjustments Upon Changes in Capitalization. The
aggregate number of shares of Stock under Stock Options and ISO
Options granted under the Plan, the Option Price and the ISO
Price and the total number of shares of Stock which may be
purchased by a Participant on exercise of a Stock Option and an
ISO Option shall be appropriately adjusted or modified by the
Committee to reflect any recapitalization, stock split, merger,
consolidation, reorganization, combination, liquidation, stock
dividend or similar transaction involving the Company. Provided,
any such adjustment shall be made in such a manner as to not
constitute a modification as defined in Section 424(h) of the
Code.
1.20 Payment of Withholding Taxes. Except as provided
in Section 1.12 herein, no exercise of any Option shall be
permitted, nor shall any Stock be issued to any Participant until
the Company receives full payment for the Stock purchased which
shall include any required state and federal withholding taxes.
Further, upon the exercise of any Stock Option, the Participant
may direct the Company to retain from the shares of Stock to be
issued upon exercise of the Stock Option that number of initial
shares of Stock (based on fair market value) that would be
necessary to satisfy the requirements for withholding any amounts
of taxes due upon the exercise of such Stock Option. In the event
that the Participant disposes of any Stock acquired by the
exercise of an ISO Option within the two-year period following
grant, or within the one-year period following exercise, of the
ISO Option, the Company shall have the right to require the
Participant to remit to the Company an amount sufficient to
satisfy all federal, state and local withholding tax
requirements.
1.21 Assumption of Outstanding Options. To the extent
permitted by the then applicable provisions of the Code, any
successor to the Company succeeding to, or assigned the business
of, the Company as the result of or in connection with a
corporate merger, consolidation, combination, reorganization,
liquidation or other corporate transaction shall assume Options
outstanding under the Plan or issue new Options in place of
outstanding Options under the Plan with such assumption to be
made on a fair and equivalent basis in accordance with the
applicable provisions of Section 424(a) of the Code; provided, in
no event will such assumption result in a modification of any
Option as defined in Section 424(h) of the Code.
1.22 Retirement and Disability. For the purpose of this
Plan, "Retirement" shall mean the voluntary termination of
employment of a Participant with the Company, its parent or any
of its subsidiaries after attaining at least 55 years of age;
and, "Disability" shall mean termination of employment of a
Participant after incurring a "disability" as defined in Section
22(e)(3) of the Code.
ARTICLE II
Stock Options
2.1 General Terms. With respect to Stock Options
granted on or after the effective date of the Plan, the following
provisions of this Article II shall apply. The Stock Options
granted under this Article II are intended to be "nonqualified
stock options" as described in Sections 83 and 421 of the Code.
2.2 Grant and Terms for Stock Options. Stock Options
shall be granted on the following terms and conditions. Stock
Options shall only be granted to key management employees,
directors, key professional employees or key professional
non-employee service providers of the Company, its parent or any
subsidiary of the Company. No Stock Option shall be exercisable
more than ten (10) years from the date of grant. Subject to such
limitations, the Committee shall have the discretion to fix the
period ("Option Period") during which Stock Options may be
exercised. At all times during the period commencing with the
date a Stock Option is granted to a Participant and ending on the
earlier of the expiration of the Option Period applicable to such
Stock Option or the date which is three (3) months prior to the
date the Stock Option is exercised by such Participant, such
Participant must be an employee, a director or non-employee
service provider of either (i) the Company, (ii) a parent or a
subsidiary corporation of the Company, or (iii) a corporation or
parent or a subsidiary corporation of such corporation issuing or
assuming a Stock Option in a transaction to which Section 424(a)
of the Code applies. Provided, in the case of a Participant who
has incurred a Disability, the aforesaid three (3) month period
shall mean a one (1) year period. Provided further, in the event
a Participant's employment, director's position or service
provider status is terminated by reason of his death, his
personal representative may exercise any unexercised Stock Option
granted to the Participant under the Plan at any time within one
(1) year after the Participant's death but in any event not after
the expiration of the Option Period applicable to such Stock
Option.
(a) Option Price. The option price ("Option Price")
for shares of Stock subject to any Stock Option shall be
determined by the Committee, but in no event shall such Option
Price be less than 75% of the "fair market value" of the Stock on
the date of grant. Provided further, in no event shall the Option
Price be less than the par value of the Stock.
(b) Acceleration of Otherwise Unexercisable Stock Options
on Retirement, Death, Disability or Other Special Circumstances.
The Committee, in its sole discretion, may permit (i) a
Participant who terminates employment due to Retirement, (ii) a
Participant who terminates employment due to a Disability, (iii)
the personal representative of a deceased Participant, or (iv)
any other Participant who terminates employment or his director's
position upon the occurrence of special circumstances (as deter
mined by the Committee) to purchase (within three (3) months of
such date of termination of employment or one (1) year in the
case of a deceased Participant or a Participant suffering a
Disability) all or any part of the shares subject to any Stock
Option on the date of the Participant's Retirement, Disability,
death, or as the Committee otherwise so determines,
notwithstanding that all installments, if any, with respect to
such Stock Option, had not yet accrued on such date.
(c) Number of Stock Options Granted. Participants may
be granted more than one Stock Option. In making any such
determination, the Committee shall obtain the advice and
recommendation of the officers of the Company, its parent, or a
subsidiary of the Company which have supervisory authority over
such Participants. The granting of a Stock Option under the Plan
shall not affect any outstanding Stock Option previously granted
to a Participant under the Plan (or any other plans of the
Company).
(d) Notice to Exercise Stock Option. Upon exercise of
a Stock Option, a Participant shall give written notice to the
Secretary or Chief Financial Officer of the Company, or other
officer designated by the Committee, at the Company's principal
office. No Stock shall be issued to any Participant until the
Company receives full payment for the Stock purchased under the
Stock Option, including any required state and federal
withholding taxes; provided, however, nothing herein shall be
construed as requiring payment of withholding taxes at the time
of exercise if payment of taxes is deferred pursuant to any
provision of the Code, and actions are taken which are designed
to reasonably insure payment of withholding taxes when due.
ARTICLE III
ISO Options
3.1 General Terms. With respect to ISO Options granted
on or after the effective date of the Plan the following
provisions in this Article III shall apply to the exclusion of
any inconsistent provision in any other Article in this Plan
since the ISO Options to be granted under the Plan are intended
to qualify as "incentive stock options" as defined in Section 422
of the Code.
3.2 Grant and Terms of ISO Options. ISO Options may be
granted only to key management or key professional employees of
the Company, its parent or any subsidiary of the Company. No ISO
Options shall be granted to any person who is not eligible to
receive "incentive stock options" as provided in Section 422 of
the Code. No ISO Options shall be granted to any key management
or key professional employee if, immediately before the grant of
an ISO Option, such employee owns more than 10% of the total
combined voting power of all classes of stock of the Company, its
parent or its subsidiaries (as determined in accordance with the
stock attribution rules contained in Section 422 and Section
424(d) of the Code). Provided, the preceding sentence shall not
apply if, at the time the ISO Option is granted, the ISO Price
(as defined below) is at least 110% of the "fair market value" of
the Stock subject to the ISO Option, and such ISO Option by its
terms is exercisable no more than five (5) years from the date
such ISO Option is granted.
(a) ISO Option Price. The option price for shares of
Stock subject to an ISO Option ("ISO Price") shall be determined
by the Committee, but in no event shall such ISO Price be less
than the greater of (a) the "fair market value" of the Stock on
the date of grant or (b) the par value of the Stock.
(b) Annual ISO Option Limitation. With respect to ISO
Options granted, in no event during any calendar year will the
aggregate "fair market value" (determined as of the time the ISO
Option is granted) of the Stock for which the Participant may
first have the right to exercise under an ISO Option granted
under all "incentive stock option" plans qualified under Section
422 of the Code which are sponsored by the Company, its parent
and its subsidiary corporations exceed $100,000.
(c) Terms of ISO Options. ISO Options shall be granted on
the following terms and conditions: No ISO Option shall be
exercisable more than ten (10) years from the date of grant.
Subject to such limitations, the Committee shall have the
discretion to fix the period (the "ISO Period") during which any
ISO Option may be exercised. ISO Options granted shall not be
transferable except by will or by laws of descent and
distribution. At all times during the period commencing with the
date an ISO Option is granted to a Participant and ending on the
earlier of the expiration of the ISO Period applicable to such
ISO Options or the date which is three (3) months prior to the
date the ISO Option is exercised by such Participant, such
Participant must be an employee of either (i) the Company, (ii) a
parent or a subsidiary corporation of the Company, or (iii) a
corporation or a parent or a subsidiary corporation of such
corporation issuing or assuming an ISO Option in a transaction to
which Section 424(a) of the Code applies. Provided, in the case
of a Participant who incurs a Disability, the aforesaid three (3)
month period shall mean a one (1) year period. Provided further,
in the event a Participant's employment is terminated by reason
of his death, his personal representative may exercise any
unexercised ISO Option granted to the Participant under the Plan
at any time within one (1) year after the Participant's death but
in any event not after the expiration of the ISO Period
applicable to such ISO Option.
(d) Acceleration of Otherwise Unexercisable ISO Options
on Retirement, Death, Disability or Other Special Circumstances.
The Committee, in its sole discretion, may permit (i) a
Participant who terminates employment due to Retirement, (ii) a
Participant who terminates employment due to a Disability, (iii)
the personal representative of a deceased Participant, or (iv)
any other Participant who terminates employment upon the
occurrence of special circumstances (as determined by the
Committee) to-purchase (within three (3) months of such date of
termination of employment or one (1) year in the case of a
deceased Participant or a Participant suffering a Disability) all
or any part of the shares subject to any ISO Option on the date
of the Participant's Retirement, Disability, death, or as the
Committee otherwise so determines, notwithstanding that all
installments, if any, had not accrued on such date.
(e) Number of ISO Options Granted. Subject to the applicable
limitations contained in the Plan with respect to ISO Options,
Participants may be granted more than one ISO Option. In making
any such determination, the Committee shall obtain the advice and
recommendation of the officers of the Company, its parent or a
subsidiary of the Company which have supervisory authority over
such Participants. Further, the granting of an ISO Option under
the Plan shall not affect any outstanding ISO Option previously
granted to a Participant under the Plan.
(f) Notice to Exercise ISO Option. Upon exercise of an
ISO Option, a Participant shall give written notice to the
Secretary of the Company, or other officer designated by the
Committee, at the Company's main office in Oklahoma City,
Oklahoma. No Stock shall be issued to any Participant until the
Company receives full payment for Stock purchased under the ISO
Option.
ARTICLE IV
Acceleration of Options on Change of Control
4.1 Acceleration of Options Upon Chance of Control, Sale
of Stock or IPO. In the event that (i) within any 12-month
period, the Company sells an amount of voting common stock of the
Company that exceeds 50% of the number of shares of voting common
stock outstanding immediately prior to such 12-month period, (ii)
the Company completes an initial public offering of its stock, or
(iii) a Change of Control (as defined herein) has occurred with
respect to the Company, any and all ISO Options and Stock Options
become automatically fully vested and immediately exercisable
with such acceleration to occur without the requirement of any
further act by either the Company or the Participant. For the
purposes of this Section 4.1, the term "Change of Control" shall
mean the acquisition in a transaction or a series of transactions
by any person, entity or "group," within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the
"Exchange Act"), of beneficial ownership, of 50% or more of
either the then outstanding shares of common stock or the
combined voting power of the Company's then outstanding voting
securities; provided, however, that any acquisition of beneficial
ownership of common stock or voting securities of the Company
which is less than 50` of either the then outstanding shares of
common stock or the combined voting power of the Company's then
outstanding voting securities shall be deemed to be a "change of
control" for the purposes of this Agreement if a majority of the
Incumbent Board determines that such acquisition has caused a
change of control to occur.
ARTICLE V
Options Not Qualifying as Incentive Stock Options
With respect to all or any portion of any Option granted
under the Plan not qualifying as an "incentive stock option"
under Section 422 of the Code, such Option shall be considered as
a Stock Option granted under this Plan for all purposes. Further,
this Plan and any ISO Options granted hereunder shall be deemed
to have incorporated by reference all the provisions and
requirements of Section 422 of the Code (and the Treasury
Regulations issued thereunder) which are required to provide that
all ISO Options granted hereunder shall be "incentive stock
options" described in Section 422 of the Code.
EXHIBIT 5
DUNN SWAN & CUNNINGHAM
Attorneys and Counsellors At Law
2800 Oklahoma Tower
210 Park Avenue
(405)235-8318
Facsimile (405)235-9605
February 18, 1997
Board of Directors
Applied Intelligence Group, Inc.
13800 Benson Road
Edmond, Oklahoma 73013-6417
Gentlemen:
We have acted as counsel to Applied Intelligence Group,
Inc., an Oklahoma corporation (the "Company"), in conjunction
with the offering of an aggregate of 300,000 shares of Common
Stock, $.001 par value per share, of the Company (the "Shares")
to be issued upon exercise of stock options granted under the
Applied Intelligence Group, Inc. 1995 Stock Option Plan (the
"Plan").
The offering of the Securities is more fully described in
that certain Registration Statement on Form S-8 (No. 333- ),
filed by the Company with the United States Securities and
Exchange Commission (the "Commission") pursuant to the Securities
Act of 1933, as amended (the "Act").
For purposes of this opinion, we have made such
investigations as we deem necessary or appropriate and have
reviewed and considered among other certificates, documents and
materials the following:
(a) The Certificate of Transcript, dated November 25, 1996,
issued by the Secretary of State of the State of
Oklahoma certifying that the copy of Certificate of
Incorporation of the Company attached thereto is a
full, true and correct copy;
(b) The Certificate of Good Standing, dated November 25,
1996, issued by the Secretary of State of the State of
Oklahoma certifying that the Company is duly organized
and existing under and by virtue of the Law of the
State of Oklahoma and is in good standing according to
the records of its office;
(c) A copy of the Bylaws, as amended and restated, of the
Company as certified by the Secretary of the Company;
(d) A copy of the resolutions adopted by the Board of
Directors of the Company on February 18, 1997, as
certified by the Secretary of the Company;
(e) The manually signed Registration Statement;
(f) Form of certificate of the Common Stock of the Company;
and
(g) The Certificate of Officers and Directors of Applied
Intelligence Group, Inc. dated February 19, 1997.
In conducting our examination we have assumed the
genuineness of all signatures and the authenticity of all
documents submitted to us as originals and the conformity with
the originals of all documents submitted to us as certified
copies. Based upon our examination and consideration of the
foregoing and upon our examination and consideration of such
other documents, certificates, records, matters and things as we
have deemed necessary for the purposes hereof, we are of the
opinion as of the date hereof that:
1.The Company is duly organized and existing under
the laws of the State of Oklahoma;
2.All of the issued and outstanding shares of the
Common Stock of the Company have been legally issued,
are fully paid and are not liable to further call or
assessment;
3.The 300,000 shares of Common Stock to be issued
upon exercise of stock options granted pursuant to the
Plan, upon issuance and delivery against payment
therefor in accordance with the terms and conditions of
the stock options, will be legally issued, fully paid
and not liable for further call or assessment;
In arriving at the foregoing opinion, we have relied, among
other things, upon the examination of the corporate records of
the Company and certificates of officers and directors of the
Company and of public officials. We hereby consent to the use of
this opinion in the Registration Statement and all amendments
thereto.
Very truly yours,
DUNN SWAN & CUNNINGHAM
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
Board of Directors and Shareholders
Applied Intelligence Group, Inc.
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated April 1, 1996, except for Note 7,
as to which the date is April 30, 1996, on our audits of the financial
statements of Applied Intelligence Group, Inc. and our report dated May 13,
1996, on our audit of the financial statements of Vantage Capital Resources,
Inc.
/s/COOPERS & LYBRAND L.L.P.
Oklahoma City, Oklahoma
February 19, 1997
Exhibit 23.2
CONSENT OF DUNN SWAN & CUNNINGHAM
Board of Directors and Shareholders
Applied Intelligence Group, Inc.
Dunn Swan & Cunningham, A Professional Corporation, hereby consents to
the use of its name in connection with the opinion of counsel provided and
included as an exhibit to this Registration Statement.
/s/DUNN SWAN & CUNNINGHAM
Oklahoma City, Oklahoma
February 18, 1997
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of Robert L. Barcum,
Russell L. Reinhardt, and David B. North constitutes and appoints Robert N.
Baker and John M. Duck, and each of them, his true and lawful attorney-in-
fact and agent, with all power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign any or
all amendments to this Registration Statement, including post-effective
amendments thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith with the United States Securities
and Exchange Commission, granting unto same attorneys-in-fact and agents,
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 attorneys-in-fact and agents,
or any of them, or their substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Dated February 18, 1997 /s/Robert L. Barcum
Robert L. Barcum
/s/Russell L. Reinhardt
Russell L. Reinhardt
/s/David B. North
David B. North
