As filed with the Securities and Exchange Commission on March 9, 1998.
RegistrationNo. 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) Idenfification No.)
13800 Benson Road
Edmond, Oklahoma 73013
(Address of principal executive offices) (Zip Code)
Applied Intelligence Group, Inc. 1998 Stock Grant 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
CALCULATION OF REGISTRATION FEE(1)
Title of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to Registered Aggregate Aggregate Registration
be Registered Offering Price Ofering Fee (2)
Per Share (1) Price (1)
Common Stock
($.001 per
share par 150,000 $3.3125 $496,875 $149
value) shares
(1) Estimated solely for the purpose of determining the registration fee.
(2) Calculated pursuant to rule 457(h)(1) on the basis of the reported
closing price of shares of the Common Stock on the Nasdaq SmallCap Market
on March 3, 1998.
PART II
This Registration Statement relates to 150,000 shares of Common Stock,
$.001 par value per share (the "Common Stock"), of Applied Intelligence
Group, Inc. (the "Company" or the "Registrant"), being registered for
issuance under the Applied Intelligence Group, Inc. 1998 Stock Grant Plan,
adopted February 10, 1998. The Common Stock registered hereunder may be
issued under the Plan upon the award of any Stock Grant 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 20, 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. 3335038-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 posteffective 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. Specifically incorporated by reference are
Form 10-KSB for the year ending December 31, 1996 and Forms 10-QSB for the
quarters ending March 31, 1997, June 30, 1997 and September 30, 1997.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable. (Class of securities to be offered is registered
under Section 12(g) 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 (and
Registrant's Certificate of Incorporation and Bylaws, which are incorporated
by reference herein) authorizes 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
4.4 Applied Intelligence Group, Inc. 1998 Stock Grant Plan, adopted
February 10, 1998.
5.2 Opinion of Dunn Swan & Cunningham
23.5 Consent of Independent Accountants
23.6 Consent of Dunn Swan & Cunningham
24.2 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 2 (a) (1) (i) and 2 (a) (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 posteffective
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 9th day of March, 1998.
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.
SIGNATURES TITLE DATE
/S/ ROBERT L. BARCUM Chairman of the March 9, 1998
Robert L. Barcum Board of Directors
/S/ ROBERT N. BAKER Vice President and March 9, 1998
Robert N. Baker Director
/S/ RUSSELL L REINHARDT Vice President and March 6, 1998
Russell L. Reinhardt Director
/S/ DAVID B. NORTH Vice President March 9, 1998
David B. North
/S/ JOHN M. DUCK Vice President and March 9, 1998
John M. Duck Chief Financial
Officer
/S/ Larry R. Davenport Vice President March 9, 1998
Larry R. Davenport
/S/ Lewis B. Kilbourne Director March 9, 1998
Lewis B. Kilbourne
/S/ Jimmy M. Wright Director March 9, 1998
Jimmy M. Wright
Exhibit 4.4
APPLIED INTELLIGENCE GROUP, INC.
1998 STOCK GRANT PLAN
On February 10, 1998, Applied Intelligence Group, Inc. (the "Company")
adopted the Applied Intelligence Group, Inc. 1998 Stock Grant Plan
(the "Plan").
1.1 Purpose. The purpose of the Plan shall be to attract, retain
and motivate consultants, independent contractors and key employees of
the Company and its subsidiaries ("Eligible Persons") by way of
granting shares of stock ("Stock Grants").
1.2 General. The terms and provisions of this Plan shall be
applicable to Stock Grants unless text herein clearly indicates to
the contrary.
1.3 Administration of the Plan. The Plan shall be administered
by the Board of Directors (the "Board") of the Company.
1.3.1 Board Administration. The Board 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 th 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 grant agreements" ("Stock Grant Agreements").
1.3.2 Plan Interpretation. Unless otherwise provided in the
Plan, the Board 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 Board shall be final, binding and
conclusive.
1.3.3 Selection of Participants. In designating and selecting
Eligible Persons ("Participants") for participation in the Plan, the
Board may consult with and give consideration to the recommendations
and criticisms submitted by appropriate managerial and executive
officers of the Company, or may grant permission to management to
award specified number of Stock Grants at management's discretion.
The Board also shall take into account the duties and
responsibilities of the Eligible Persons, their past, present and
potential contributions to the success of the Company and such other
factors as the Board shall deem relevant in connection with
accomplishing the purpose of the Plan.
1.4 Shares Subject to the Plan. Shares of stock ("Stock") covered
by Stock Grant consist of 150,000 shares of the Common Stock, $.001 par
value, of the Company, subject to adjustment pursuant to Section 1.7
of the Plan, which may be either authorized and unissued shares or
treasury shares, as determined in the sole discretion of the Board.
1.4.1 Restriction on Sale of Stock. Unless the Company consents
by prior written consent, shares of stock received pursuant to this
Stock Grant shall carry the legend restricting transfer, sale or other
disposal of said shares for a period of one (1) year.
1.5 Participation in the Plan. The Board shall determine from time
to time those Eligible Persons who are to be granted Stock Grants and the
number of shares of Stock covered thereby.
1.6 Determination of Fair Market Value. As used in the Plan,
"fair market value" shall mean on any particular day (i) if the Stock is
listed or admitted for trading on any national securities exchange or
the SmallCap Market System or the National Market System of Nasdaq Stock
Market, Inc. ("Nasdaq"), the last sale price, or if no sale occurred,
the mean between the closing high bid and low asked quotations, for such
day of the Stock, (ii) if Stock is not traded on any national securities
exchange but is quoted on an automated quotation system or any similar
system of automated dissemination of quotations or securities prices
in common use, the mean between the closing high bid and low asked
quotations for such day of the Stock on such system, (iii) if neither
clause (i) nor (ii) is applicable, the mean betw een the high bid and
low asked quotations for the Stock as reported by the National Daily
Quotation Bureau, Incorporated if at least two securities dealers have
inserted both bid and asked quotations for shares of the Stock on at least
five (5) of the ten (10) preceding days, (iv) in lieu of the above,if
actual transactions in the shares of Stock are reported on a
consolidated transaction reporting system, the last sale price of the shares
of Stock on such system or, (v) if none of the conditions set forth
above is met, the fair market value of shares of Stock as determined by
the Board. Provided, however, for purposes of determining "fair market
value" of the Common Stock of the Company, such value shall be
determined without regard to any restriction other than a restriction
which will never lapse.
1.7 Adjustments Upon Changes in Capitalization. The grants of Stock
Grants shall in no way affect the right of the Company to adjust,
reclassify, reorganize or otherwise change its capital or business
structure or to merge, consolidate, dissolve, liquidate or sell or
transfer all or any part of its assets or business. The aggregate
number of shares of Stock under Stock Grants granted under the Plan shall be
appropriately adjusted by the Board to reflect any recapitalization,
stock split, merger, consolidation, reorganization, combination,
liquidation, stock dividend or similar transaction involving the Company.
Provided, however, and notwithstanding the foregoing, (i) a dissolution or
liquidation of the Company, (ii) a merger or consolidation in which
the Company is not the surviving or the resulting corporation or
(iii) a reverse merger in which the Company is the surviving entity but in
which the securities possessing more than 50 percent of the total
combined voting power of the Company's outstanding securities are
transferred to a person or persons different from those who held such
securities immediately prior to the merger (collectively referred to
herein as a "Corporate Transaction"), shall cause the Plan and any Stock
Grant, to terminate upon the effective date of such dissolution,
liquidation, merger or consolidation, subject to Section 1.21 of the Plan.
Provided, further, that for the purposes of this Section 1.7, if any
merger, consolidation or combination occurs in which the Company is not
the surviving corporation and is the result of a mere change in the
identity, form or place of organization of the Company accomplished
in accordance with Section 368(a)(1)(F) of the Code, then, such event will
not cause a termination of the Plan.
1.8 Amendment and Termination of the Plan. The Plan shall terminate
at midnight, December 31, 2008, 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 amend the Plan in
any manner which would impair the applicability of Rule 16b-3 under the
Securities Exchange Act of 1934, as amended, 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 Grant theretofore
granted under the Plan without the consent of the affected Participant.
1.9 Effective Date. The Plan shall be effective January 1, 1998
(the "Effective Date").
1.10 Securities Law Requirements. The Company shall have the right,
but not the obligation to cause the shares of Stock issuable to be
registered under the Securities Act of 1933, as amended (the "Securities
Act") or the securities laws of any state or jurisdiction.
1.11 Separate Certificates. Separate certificates
representing the Common Stock of the Company to be delivered to a
Participant upon the award of any Stock Grant and will be issued to such
Participant.
1.12 Tax Liability Indemnification. Participants granted stock
hereby agree to indemnify and hold harmless the Company with respect
to any applicable federal, state or local income tax, including all
interest and penalties associated therewith, other than the required
Company match for FICA and Medicare taxes.
1.13 Governing Law. The Plan shall be governed by and all questions
hereunder shall be determined in accordance with the laws of the State of
Oklahoma.
EXHIBIT 5.2
DUNN SWAN & CUNNINGHAM
Attorneys and Counsellors At Law
2800 Oklahoma Tower, 210 Park Avenue
(405) 235-8318
Facsimile(405) 235-9605
March 6, 1998
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 150,000 shares of Common Stock, $.001 par value per
share, of the Company (the "Shares") to be issued upon award of stock
grants under the Applied Intelligence Group, Inc. 1998 Stock Grant Plan
(the "Plan").
The offering of the Securities is more fully described in that
certain Registration Statement on Form S-8 (No. 333-22227), 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 10, 1998, as certified by the
Secretary of the Company;
(e) The manually signed Registration Statement; and
(f) Form of certificate of the Common Stock of the Company.
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; and
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 150,000 shares of Common Stock to be issued upon
award of stock grants pursuant to the Plan, upon
issuance and delivery against payment therefor in
accordance with the terms and conditions of the stock
grants, 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 23.5
CONSENT OF INDEPENDENT ACCOUNTANTS
Board of Directors and Shareholders
Applied Intelligence Group, Inc.
We consent to the incorporation by reference in the Registration
Statement of Applied Intelligence Group, Inc. on Form S-8 (File No. _______)
of our report dated March 7, 1997, on our audits of the financial statements
of Applied Intelligence Group, Inc. as of December 31, 1996 and 1995, and
for each of the three years in the period ended December 31, 1996, which
report is included in the Company's Annual Report on Form 10-KSB for the
year ended December 31, 1996.
/s/COOPERS & LYBRAND L.L.P.
Oklahoma City, Oklahoma
March 6, 1998
Exhibit 23.6
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
March 6, 1998
Exhibit 24.2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of Robert L. Barcum,
Russell L. Reinhardt, David B. North, Larry R. Davenport, Lewis B. Kilbourne
and Jimmy M. Wright 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 attorneysin-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: March 6, 1998 /s/Robert L. Barcum
Robert L. Barcum
/s/ Russell L. Reinhardt
Russell L. Reinhardt
/s/ David B. North
David B. North
/s/ Larry R.Davenport
Larry R. Davenport
/s/ Lewis B. Kilbourne
Lewis B. Kilbourne
/s/ Jimmy M. Wright
Jimmy M. Wright
