As filed with the Securities and Exchange Commission on December 18, 1998.
Registration No. 333-22227.
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UNITED STATES SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
FORM S-8/A
REGISTRATION STATEMENT
UNDER
THE ACT OF 1933
The viaLink Company (formerly 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)
The viaLink Company (formerly Applied Intelligence Group, Inc.)
1995 Stock Option Plan
(Full Title of the Plan)
Dr. Lewis B. Kilbourne
Chief Executive Officer
The viaLink Company (formerly 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
[CAPTION]
<TABLE>
CALCULATION OF REGISTRATION FEE(1)
Title of Amount to be Proposed Proposed Maximum Amount of
Securities to Registered Maximum Aggregate Registration
be Registered Offering Offering Fee(3)
Price Per Price (2) Share (2)
<S> <C> <C> <C> <C>
Common Stock
($.001 per
share par 800,000 $6.375 $5,100,000 $925
value) shares
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of
shares of Common Stock as a result of adjustments in the number of
securities issuable upon exercise of stock options by reason of
anti-dilution provisions of The vialink Company (formerly 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 December 16, 1998,after giving
effect to the original Registration Statement on Form S-8, as filed
with the Commission on February 24, 1997 and the previous fee paid of
$478 with regard to the original registration of 300,000 shares of
common stock.
Exhibit Index Appears on Page 7.
PART II
This Registration Statement relates to 800,000 shares of
Common Stock, $.001 par value per share (the "Common Stock"), of
The viaLink Company (formerly Applied Intelligence Group, Inc.)
(the "Company" or the "Registrant"), being registered for use
under The viaLink Company (formerly Applied Intelligence Group,
Inc.) 1995 Stock Option Plan, adopted March 1, 1995, and as
amended on April 29, 1996 and September 1, 1998 (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 Bylaws filed 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;
(c) 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;
(d) the Registration Statement on Form S-8 as filed with the
Commission on February 24, 1997 under Section 12 of the Securities
Exchange Act of 1934; 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 (and
the Registrant's Certificate of Incorporation and Bylaws, which
are incorporated by reference herein) permits and 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.
[CAPTION]
<TABLE>
ITEM 8. Exhibits
<S> <C>
3.1 Restated and amended Certificate of Incorporation of The
viaLink Company (formerly Applied Intelligence Group, Inc.),
dated September 4, 1998
4.7 The viaLink Company (formerly Applied Intelligence
Group, Inc.) 1995 Stock Option Plan, as amended and restated effective
September 1, 1998
5.5 Opinion of Dunn Swan & Cunningham
23.11 Consent of Independent Accountants
23.12 Consent of Dunn Swan & Cunningham
24.5 Power of Attorney
</TABLE>
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 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 may 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 Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Edmond, Oklahoma, on
this 17th day of December, 1998.
The viaLink Company
BY:_/s/Lewis B. Kilbourne _
Lewis B. Kilbourne
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Amendment No. 1 to the Registration Statement has been
signed below by the following persons in the capacities
indicated.
[CAPTION]
<TABLE>
SIGNATURES TITLE DATE
<S> <C> <C>
/s/ROBERT L. BARCUM Chairman of the December 17, 1998
Robert L. Barcum Board of Directors
/s/ Lewis B. Kilbourne Chief Executive Officer December 17, 1998
Lewis B. Kilbourne and Director
/s/ ROBERT N. BAKER Chief Operating
Robert N. Baker Officer and Director December 17, 1998
/s/ JOHN M. DUCK Vice President and December 17, 1998
John M. Duck Chief Financial Officer
/s/ JIMMY WRIGHT Director December 17, 1998
Jimmy Wright
</TABLE>
INDEX TO EXHIBITS
[CAPTION]
<TABLE>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
<S> <C>
3.1 Restated and amended Certificate of Incorporation
of The viaLink Company (formerly Applied
Intelligence Group, Inc.), dated September 4, 1998
4.7 The viaLink Company (formerly Applied Intelligence
Group, Inc.) 1995 Stock Option Plan, Amended and
Restated Effective September 1, 1998
5.5 Opinion of Dunn Swan & Cunningham
23.11 Consent of Independent Accountants
23.12 Consent of Dunn Swan & Cunningham
24.5 Power of Attorney
</TABLE>
EXHIBIT
3.1
THIRD RESTATED
CERTIFICATE OF INCORPORATION
OF
THE VIALINK COMPANY
(FORMERLY APPLIED INTELLIGENCE GROUP, INC.)
The viaLink Company (formerly Applied Intelligence
Group, Inc.), an Oklahoma corporation, (this "Corporation"),
does hereby certify:
FIRST. The viaLink Company (formerly Applied
Intelligence Group, Inc.), an Oklahoma corporation, was incorporated
on May 31, 1985.
SECOND. The Certificate of Incorporation was amended
and restated pursuant to the Second Amended and Restated
Certificate of Incorporation of this Corporation on April 30, 1996.
THIRD: The Certificate of Incorporation was amended pursuant to
the Third Amended Certificate of Incorporation on September 4, 1998.
FOURTH. The Certificate of Incorporation of this Corporation
is hereby amended and restated pursuant to this Third Amended and
Restated Certificate of Incorporation to read in its entirety as
follows:
ARTICLE I
Name
The name of the corporation is "APPLIED INTELLIGENCE GROUP, INC."
and, as amended, the name of this Corporation has been changed to "THE
viaLINK COMPANY".
ARTICLE II
Registered Office and Agent
The address, including the street, number, city and county, of the
corporation's registered office in this state is 13800 Benson Road,
Edmond, Oklahoma County, Oklahoma 73013-6417; the name of the corporation's
registered agent at such address is Robert N. Baker.
ARTICLE III
Purpose
The nature of the business and the purpose of the corporation
shall be to engage in any lawful act or activity for which corporations
may be organized under the general corporation law of Oklahoma.
ARTICLE IV
Capital Stock
The total number of shares of capital stock which the corporation
shall have authority to issue is forty million (40,000,000) shares,
divided into thirty million (30,000,000) shares designated as Common Stock,
par value $.001 per share, and ten million (10,000,000) shares designated
as Preferred Stock, par value $.001 per share.
The preferences, qualifications, limitations, restrictions and the
special or relative rights in respect of the shares of each class are as
follows:
Preferred
The board of directors is authorized, subject to
limitations prescribed by law and the provisions hereof, to
provide for the issuance of the shares of Preferred Stock in
series, and by filing a certificate pursuant to the applicable
law of the State of Oklahoma, to establish from time to time
the number of shares to be included in each such series, and to
fix the designation, powers, preferences and rights of the
shares of each such series and the qualifications, limitations
or restrictions thereof.
The authority of the board with respect to each
series shall include, but not be limited to, determination of
the following:
(a) The number of shares constituting that series
and the distinctive designation of that series;
(b) The dividend rate on the shares of that series,
whether dividends shall be cumulative, and if so, from which
date or dates, and the relative rights of priority, if any, of
payment of dividends on shares of that series;
(c) Whether that series shall have voting rights, in
addition to the voting rights provided by law, and if so, the
terms of such voting rights;
(d) Whether that series shall have conversion
privileges, and if so, the terms and conditions of such
conversion, including provisions for adjustment of the
conversion rate in such events as the board shall determine;
(e) Whether or not shares of that series shall be
redeemable, and if so, the terms and conditions of such
redemption, including the date or dates upon or after which
they shall be redeemable, and the amount per share payable in
case of redemption, which amount may vary under different
conditions and at different redemption dates;
(f) Whether that series shall have a sinking fund
for the redemption or purchase of shares of that series, and
if so, the terms and amount of such sinking fund;
(g) The rights of the shares of that series in the
event of voluntary or involuntary liquidation, dissolution
and; winding up Of the corporation, and the relative rights of
priority, if any, of payment of shares of that series; and
(h) Any other relative rights, preferences or
limitations of that series.
Dividends on outstanding shares of Preferred Stock
shall be paid or set apart for payment before any dividends
shall be paid or declared or set apart for payment on the
common shares with respect to the same dividend period.
If, upon any voluntary or involuntary liquidation,
dissolution or winding up of the corporation, the assets
available for distribution to holders of shares of Preferred
Stock of all series shall be insufficient to pay such holders
the full preferential amount to which they are entitled, then
such assets shall be distributed ratably among the shares of
all series in accordance with the respective preferential
amounts (including unpaid cumulative dividends, if any)
payable with respect thereto.
Common
Each of the shares of Common Stock of the
corporation shall be equal in all respects to each other
share. The holders of shares of Common Stock shall be entitled
to one vote for each share of Common Stock held with respect
to all matters as to which the Common Stock is entitled to be
voted.
Subject to the preferential and other dividend
rights applicable to Preferred Stock, the holders of shares of
Common Stock shall be entitled to receive such dividends
(payable in cash, stock or otherwise) as may be declared on
the Common Stock by the board of directors at any time or from
time to time out of any funds legally available therefor.
In the event of any voluntary or involuntary
liquidation, distribution or winding up of the corporation,
after distribution in full of the preferential and/or other
amounts to be distributed to the holders of shares of Preferred
Stock, the holders of shares of Common Stock shall be entitled
to receive all of the remaining assets of the corporation
available for distribution to its shareholders, ratably in
proportion to the number of shares of Common Stock held by
them.
ARTICLE V
Board of Directors
Management by Board of Directors. The business and
affairs of the corporation shall be under the direction of the
board of directors.
Number of Directors. The number of directors which
shall constitute the whole board shall be not less than three
nor more than fifteen. Within the limits above specified, the
number of directors shall be determined by resolution of the
board. No reduction in number shall have the effect of removing
any director prior to the expiration of his term.
Classes of Directors: Election by Shareholders,
Vacancies. The directors shall be divided into three classes,
designated Class I, Class II and Class III. Each class shall
consist, as nearly as may be possible, of one-third of the
total number of directors constituting the entire board of
directors. The term of the initial Class I directors shall
terminate on the date of the 1997 annual meeting of
shareholders; the term of the initial Class II directors shall
terminate on the date of the 1998 annual meeting of
shareholders; and the term of the initial Class III directors
shall terminate on the date of the 1999 annual meeting of
shareholders. At each annual meeting of shareholders beginning
in 1997, successors to the class of directors whose term
expires at that annual meeting shall be elected for a
three-year term. If the number of directors is changed, any
increase or decrease shall be apportioned among the classes so
as to maintain the number of directors in each class as nearly
equal as possible. Any vacancy on the board of directors
resulting may be filled by a majority of the directors then in
office, even if less than a quorum, or by a sole remaining
director. Any director elected to fill a vacancy shall hold
office for a term that shall coincide with the term of the
class to which such director shall have been elected.
Notwithstanding the foregoing, whenever the holders
of any one or more classes or series of Preferred Stock issued
by the corporation shall have the right, voting separately by
class or series, to elect directors at an annual or special
meeting of shareholders, the election, term of office, filling
of vacancies and other features of such directorships shall be
governed by the terms of the certificate of designation
establishing such Preferred Stock, and such directors so
elected shall not be divided into classes pursuant to this
Article V unless expressly provided by such terms.
Election of Directors. Election of directors need not
be by written ballot unless otherwise provided in the Bylaws.
ARTICLE VI
Indemnity
Third Party Claims. The corporation shall indemnify
any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, or other enterprise, against expenses (including
attorneys' fees), judgments, fines, and amounts paid in
settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding, if he acted in
good faith and in a manner he reasonably believed to be in or
not opposed to the best interest of the corporation and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe that his conduct was unlawful. The termination
of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its
equivalent shall not of itself create a presumption that the
person did not act in good faith and in a manner which he
reasonably believed to be in, or not opposed to, the best
interests of the corporation and with respect to any criminal
action or proceeding had reasonable cause to believe that his
conduct was unlawful.
Derivative Claims. The corporation shall indemnify
any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by
or in the right of the corporation to procure a judgment in its
favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses
(including attorney's fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action
or suit, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best
interest of the corporation; except that no indemnification
shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the
corporation 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
the 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.
Advancement of Expenses. Expenses, including fees and
expenses of counsel, incurred in defending a civil, criminal,
administrative or investigative action, suit or proceeding may
be paid by the corporation in advance of the final disposition
of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of the director, officer, employee
or agent to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the
corporation as authorized herein.
Insurance. The corporation may purchase (upon
resolution duly adopted by the board of directors)
and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,
partnership,joint venture, trust or other enterprise against any
liability asserted against him and incurred by him in any such capacity,
or arising out of his status as such, whether or not the corporation
would have the power to indemnify him against such liability.
Indemnification Required. To the extent that a
director, officer, employee or agent of, or any other person entitled
to indemnity hereunder by, the corporation has been successful on the
merits or otherwise in defense of any action, suit, or proceeding referred
to herein or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys, fees) actually and
reasonably incurred by him in connection therewith.
Entitlement: Nonexclusivity. Every such person shall be entitled,
without demand by him upon the corporation or any action by the corporation,
to enforce his right to such indemnity in an action at law against the
corporation. The right of indemnification and advancement of expenses
hereinabove provided shall not be deemed exclusive of any rights to
which any such person may now or hereafter be otherwise entitled and
specifically, without limiting the generality of the foregoing, shall not be
deemed exclusive of any rights pursuant to statute or otherwise, of any
such person in any such action, suit or proceeding to have assessed or
allowed in his favor against the corporation or otherwise, his costs and
expenses incurred therein or in connection therewith or any part thereof.
ARTICLE VII
Limitation of Director
Liability
To the fullest extent permitted by the Oklahoma General
Corporation Act as the same exists or may hereafter be amended,
a director of this corporation shall not be liable to the corporation or
its shareholders for monetary damages for breach of fiduciary duty
as a director.
ARTICLE VIII
Amendments: Bylaws
Certain Amendments to Certificate of Incorporation. The corporation
reserves, subject to the provisions of the Act or other statute, the
right to amend, alter, change or repeal any provision contained
n this Amended and Restated Certificate of Incorporation in the
anner now or hereafter prescribed by statute, and all rights
conferred upon shareholders herein are granted subject to this
reservation. Notwithstanding anything contained in this Amended
and Restated Certificate of Incorporation to the contrary, the
affirmative vote of the holders of at least sixty-six and
two-thirds percent (66 2/3%) of the issued and outstanding stock
of this corporation having voting power, voting together as a
single class, shall be required to amend, repeal or adopt any
provision inconsistent with Articles V, VI, VII and this Article
VIII of this Amended and Restated Certificate of Incorporation.
Bylaws. In furtherance and not in limitation of the powers
conferred by statute, the board of directors is expressly
authorized to adopt, repeal, alter, amend or rescind the Bylaws
of the corporation, subject to the provisions of this Amended
and Restated Certificate of Incorporation.
IN WITNESS WHEREOF, the corporation has caused this
Certificate to be signed by its President and attested by its
Secretary this 4th day of September, 1998.
The viaLink Company
By /s/Lewis B. Kilbourne
ChiefExecutive Officer
ATTEST:
/s/Robert N. Baker,
Secretary
EXHIBIT 4.7
THE viaLINK COMPANY
(formerly Applied Intelligence Group, Inc.)
1995 Stock Option Plan
Amended and Restated Effective: September 1, 1998
[CAPTION]
<TABLE>
THE viaLINK COMPANY
(formerly Applied Intelligence Group, Inc.)
<S> <C> <C> <C>
Page
ARTICLE I. General Provisions 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 3
1.8 Amendment and Termination of the Plan 3
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 7
3.1 General Terms 7
3.2 Grant and Terms of ISO Options 7
ARTICLE IV. Acceleration of Options on Change of Control 9
4.1 Acceleration of Options Upon Change of
Control, Sale of Stock or IPO 9
ARTICLE V. Options Not Qualifying as Incentive Stock
Options 9
</TABLE>
-i-
THE viaLINK COMPANY
(formerly Applied Intelligence Group, Inc.)
1995 STOCK OPTION PLAN
(As Amended and Restated September 1, 1998)
ARTICLE I
General Provisions
1.1 Purpose. The purpose of THE viaLINK COMPANY (formerly
Applied Intelligence Group, Inc.) 1995 STOCK OPTION PLAN shall be
to attract, retain and motivate management, directors,
professional employees or professional non-employee service
providers of The viaLink Company (the "Company") and subsidiaries
and certain other individuals who have benefited or could benefit
the Company (collectively, the "Participants") by way of granting
(i) nonqualified stock options ("Stock Options") or (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 of 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
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 sued 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 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 Eight
Hundred Thousand (800,000) shares of common stock, par value
$.001, of the Company. Either authorized and unissued 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 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 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 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 the 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 in 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. The effective date of the first amendment and restatement
of the Plan is April 30, 1996. The effective date of the second
amendment and restatement of the Plan is September 1, 1998.
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 Stock 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 Stock is utilized as consideration for the purchase of
Stock upon the exercise of a Stock Option or an ISO Option, then,
such 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 provider 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 or
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 a 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) or 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.
(a) Option Duration. No Stock Option shall be exercisable more
than
ten (10) years from the date of grant. Subject to such
limitation, the Committee shall have the discretion to fix the
period ("Option Period") during which Stock Options may be
exercised.
(b) 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.
(c) 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
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 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.
(d) 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).
(e) 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 management or other 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 management or other 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 432 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
Circumstance. The Committee, in its sole discretion, may permit
(i) a Participant who terminates employment due to Retirement,
(ii) a Participant 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 (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 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 Edmond, 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 Change 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 5.5
DUNN SWAN & CUNNINGHAM
Attorneys and Counsellors At Law
2800 Oklahoma Tower
210 Park Avenue
(405)235-8318
Facsimile (405)235-9605
November 30, 1998
Board of Directors
The viaLink Company
13800 Benson Road
Edmond, Oklahoma 73013-6417
Gentlemen:
We have acted as counsel to The viaLink Company (formerly
Applied Intelligence Group, Inc.), an Oklahoma corporation (the
"Company"), in conjunction with the offering of an aggregate of
800,000 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 viaLink Company (formerly Applied
Intelligence Group, Inc.) 1995 Stock Option Plan (the "Plan"), as
amended and restated effective September 1, 1998.
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").
Based upon our investigation and our examination and
consideration of the foregoing and upon our examination and
consideration of the documents, certificates, records, matters
and things as we 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; and,
3.The 800,000 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.
We hereby consent to the use of this opinion in the
Registration Statement and all amendments thereto.
Very truly yours,
/s/DUNN SWAN & CUNNINGHAM
Exhibit 23.11
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this registration statement
on Form S-8 (File No. 333-22227) of our report dated March 23,
1998, on our audits of the financial statements and financial
statement schedules of Applied Intelligence Group, Inc.
/s/PricewaterhouseCoopers LLP.
Oklahoma City, Oklahoma
December 1, 1998
Exhibit 23.12
CONSENT OF DUNN SWAN & CUNNINGHAM
Board of Directors and Shareholders
The viaLink Company
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 Amendment No.
1 to the Registration Statement on Form S-8.
/s/DUNN SWAN &CUNNINGHAM
Oklahoma City, Oklahoma
November 30, 1998
Exhibit 24.5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of Robert L.
Barcum, Lewis B. Kilbourne and Jimmy 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 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 December 17, 1998 /s/Robert L.Barcum
Robert L. Barcum
/s/Lewis B. Kilbourne
Lewis B. Kilbourne
/s/Jimmy Wright
Jimmy Wright
