<PAGE> 1
As filed with the Securities and Exchange Commission on April 8, 1997
Registration No. 333-_______________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
------------------------------
ELECTRONIC TRANSMISSION CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 75-2578619
(State of Incorporation) (I.R.S. Employer
Identification No.)
------------------------------
L. Cade Havard
5025 Arapaho Road, Suite 515
5025 Arapaho Road, Suite 515 Dallas, Texas 75248
Dallas, Texas 75248 (972) 980-0900
(Address of Principal Executive Offices) (Name, Address and Telephone Number
of Agent For Service)
------------------------------
1995 CONSULTANT STOCK COMPENSATION PLAN
1997 CONSULTANT STOCK COMPENSATION PLAN
(Full title of the Plans)
------------------------------
COPY TO:
Richard B. Goodner, Esq.
Looper, Reed, Mark & McGraw Incorporated
1601 Elm Street, Suite 4100
Dallas, Texas 75201
------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of Securities to be Amount to be Maximum Maximum
Offering Price Aggregate Amount of
Registered Registered Per Share Offering Price Registration Fee
====================================================================================================================================
<S> <C> <C> <C> <C>
Common Stock, $0.001 par value per
share . . . . . . . . . . . . . . . . . 220,000 $2.88(1) $633,600(1) $191.98
Common Stock, $0.001 par value per
share . . . . . . . . . . . . . . . . . 420,000 1.25(2) 525,000(2) 159.08
-------- -------
Totals . . . . . . . . . . . . . . 640,000 $351.06
</TABLE>
- --------------------
(1) Calculated in accordance with Rule 457(c) using the average of the bid and
ask prices for the Common Stock on April 7, 1997.
(2) Based upon the exercise price of the warrants issued under the 1997
Consultant Stock Compensation Plan in accordance with Rule 457(h).
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed or to be filed by Electronic
Transmission Corporation (the "Registrant") with the Securities and Exchange
Commission (the "Commission") are incorporated by reference herein:
(a) The Registrant's Registration Statement on Form S-4 which was
declared effective by the Commission on January 7, 1997 (File
No. 333-07069), which contains audited financial statements of
the Registrant for the fiscal year ended December 31, 1995 and
unaudited financial statements for the nine months ended
September 30, 1996;
(b) The Registrant's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1996, which contains audited financial
statements of the Registrant for the fiscal year ended
December 31, 1996;
(c) The Registrant's Current Report on Form 8-KSB dated February
11, 1997; and
(d) The description of the Common Stock of the Registrant
incorporated by reference in its Registration Statement on
Form 8-A (File No. 221355) pursuant to Section 12(g) of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), including any amendment or report filed for the purpose
of updating such description.
All other documents filed by the Registrant subsequent to the date of
this Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act, prior to the filing of a post-effective amendment to this
Registration Statement 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 a part
hereof from the respective dates of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of Delaware (the "DGCL")
gives Delaware corporations broad powers to indemnify their present and former
directors and officers and those of affiliated corporations. That
indemnification is not exclusive of any other rights to which those indemnified
may be entitled under any bylaws, resolution of stockholders or directors,
agreement or otherwise. Article Tenth of the Registrant's Certificate of
Incorporation (the "Certificate") makes mandatory the indemnification expressly
authorized under the DGCL. The inclusion of this provision in the Registrant's
Certificate may have the effect of reducing the likelihood of derivative
litigation against directors, and may discourage or deter stockholders or
management from bringing an action against directors for breach of their duty
of care, even though such action, if successful, might otherwise have
benefitted the Registrant and its stockholders. This provision does not
prevent the Registrant or its stockholders from seeking injunctive relief or
other equitable remedies against
II-1
<PAGE> 3
its directors under applicable state law, although there can be no assurance
that such remedies, if sought, would be obtained. In addition, this provision
may not limit the liability of the Registrant's directors for violations of
Federal securities laws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following documents are filed as exhibits to this Registration
Statement. Certain documents previously filed with the Commission are
incorporated in this Registration Statement by reference.
Exhibit Number Description of Exhibit
-------------- ----------------------
* 4.1 -- Specimen Common Stock Certificate
4.2 -- Warrant to Purchase 420,000 Shares of Common Stock
of Electronic Transmission Corporation dated
March 6, 1997, to be effective February 28, 1997
5.1 -- Opinion of Looper, Reed, Mark & McGraw Incorporated
10.1 -- Consulting Agreement by and between the Registrant
and Ken Andrew, dated June 10, 1995
23.1 -- Consent of Simonton, Kutac & Barnidge, L.L.P.
23.2 -- Consent of Looper, Reed, Mark & McGraw
Incorporated (included in its opinion filed as
Exhibit 5.1)
24.1 -- Power of Attorney (included at page II-4 hereof)
- --------------------
* Incorporated in this Registration Statement by reference to the
exhibits with the same exhibit number and designation in the Registrant's
Registration Statement on Form S-4, as amended (File Number 333-07069) which
was declared effective by the Commission on January 7, 1997.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement: (i) to
include any prospectus required by Section 10(a)(3) of the Securities Act; (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; and (iii) to
include any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change to
such information in the Registration Statement; provided, however, that
paragraphs (1)(i) and (1)(ii) do not apply if the Registration Statement is on
Form S-3 or Form S-8, and 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 Sections 13 or 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;
II-2
<PAGE> 4
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered that remain unsold at the
termination of the offering; and
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Sections 13(a) or 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 offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
II-3
<PAGE> 5
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 Dallas, State of Texas, on the 8th day of
April, 1997.
ELECTRONIC TRANSMISSION CORPORATION
(Registrant)
By: /s/ L. CADE HAVARD
-------------------------------------------------
L. Cade Havard, Chairman of the Board, President,
Chief Executive Officer and Director
POWER OF ATTORNEY
Each person whose signature appears below on this Registration Statement
constitutes and appoints L. Cade Havard, with full power of substitution, our
true and lawful attorney and agent, to do any and all acts and things in our
names in the capacities indicated which L. Cade Havard may deem necessary or
advisable to enable the Registrant to comply with the Securities Act of 1933,
as amended, and any rules, regulations and requirements of the Securities and
Exchange Commission in connection with this Registration Statement, including
specifically, but not limited to, the power and authority to sign for us, or
any of us, in our names in the capacities indicated, and any and all amendments
(including post-effective amendments) to this Registration Statement; and we do
hereby ratify and confirm all that L. Cade Havard shall do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ L. Cade Havard Chairman of the Board, President, Chief April 8, 1997
- ---------------------------------- Executive Officer, and Director (Principal -------------------
L. Cade Havard Executive)
/s/ Elaine Boze General Counsel and Director April 8, 1997
- ---------------------------------- -------------------
Elaine Boze
/s/ Louann C. Smith Controller, Treasurer and Corporate Secretary April 8, 1997
- ---------------------------------- -------------------
Louann C. Smith
/s/ Ann C. McDearmon Executive Vice President -- Director of April 8, 1997
- ---------------------------------- Marketing -------------------
Ann C. McDearmon
/s/ Timothy P. Powell Executive Vice President -- Data Services and April 8, 1997
- ---------------------------------- Director -------------------
Timothy P. Powell
/s/ Michael Eckstein Director April 8, 1997
- ---------------------------------- -------------------
Michael Eckstein
/s/ David O. Hannah Director April 8, 1997
- ---------------------------------- -------------------
David O. Hannah
/s/ Rick L. Snyder Director April 8, 1997
- ---------------------------------- -------------------
Rick L. Snyder
</TABLE>
II-4
<PAGE> 6
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
- --------- ----------------------
<S> <C>
* 4.1 -- Specimen Common Stock Certificate
4.2 -- Warrant to Purchase 420,000 Shares of Common Stock
of Electronic Transmission Corporation dated
March 6, 1997, to be effective February 28, 1997
5.1 -- Opinion of Looper, Reed, Mark & McGraw Incorporated
10.1 -- Consulting Agreement by and between the Registrant
and Ken Andrew, dated June 10, 1995
23.1 -- Consent of Simonton, Kutac & Barnidge, L.L.P.
23.2 -- Consent of Looper, Reed, Mark & McGraw
Incorporated (included in its opinion filed as
Exhibit 5.1)
24.1 -- Power of Attorney (included at page II-4 hereof)
</TABLE>
- --------------------
* Incorporated in this Registration Statement by reference to the
exhibits with the same exhibit number and designation in the Registrant's
Registration Statement on Form S-4, as amended (File Number 333-07069) which
was declared effective by the Commission on January 7, 1997.
<PAGE> 1
EXHIBIT 4.2
WARRANT
TO PURCHASE 420,000 SHARES OF
COMMON STOCK OF
ELECTRONIC TRANSMISSION CORPORATION
THIS CERTIFIES THAT for good and valuable consideration, Ken Andrew or
his registered assigns ("Holder"), is entitled to subscribe for and purchase
from Electronic Transmission Corporation, a Delaware Corporation (the
"Company"), at any time after February 28, 1997, up to and including February
28, 2004, four twenty hundred thousand (420,000) fully paid and non assessable
shares of the Common Stock of the Company at the price of $1.25 per share (the
"Warrant Exercise Price"), subject to adjustment as set forth in Section 9
hereof. The shares which may be acquired upon exercise of this Warrant are
referred to herein as the "Warrant Shares." As used herein, the term "Holder"
means Mr. Andrew, any party who acquires all or a part of this Warrant as a
registered transferee of Mr. Andrew, or any record holder or holders of the
Warrant Shares issued upon exercise, whether in whole or in part, of the
Warrant; the term "Common Stock" means and includes the Company's presently
authorized common stock, $.001 par value, and shall also include any capital
stock of any class of the Company hereafter authorized which shall not be
limited to a fixed sum or percentage in respect of the rights of the holders
thereof to participate in dividends or in the distribution of assets upon the
voluntary or involuntary liquidation, dissolution, or winding up of the Company.
This Warrant is subject to the following provisions, terms and
conditions:
1. Exercise; Transferability. Subject to the provisions of
Section 3 of this Warrant, the rights represented by this warrant may be
exercised by the Holder hereof, in whole or in part (but not as to a fractional
share of Common Stock or in amounts of fewer than 1,000 shares of Common
Stock), by written notice of exercise (in the form attached hereto) delivered
to the Company at the principal office of the Company prior to the expiration
of this Warrant and accompanied or preceded by the surrender of this Warrant
along with a certified or bank cashier's check in payment of the Warrant
Exercise Price for such shares.
2. Exchange and Replacement. Subject to Sections 1 and 6 hereof,
this Warrant is exchangeable upon the surrender hereof by the Holder to the
Company at its office for new Warrants of like tenor and date representing in
the aggregate the right to purchase the number of Warrant Shares purchasable
hereunder, each of such new Warrants to represent the right to purchase such
number of Warrant Shares (not to exceed the aggregate total number purchasable
hereunder) as shall be designated by the Holder at the time of such surrender.
Upon receipt by the Company of evidence reasonably satisfactory to it of the
loss, theft, destruction, or mutilation of this Warrant, and, in case of loss,
theft or destruction, of indemnity or security reasonably satisfactory to it,
and upon surrender and cancellation of this Warrant, if mutilated, the Company
will make and deliver a new Warrant of like tenor, in lieu of this Warrant.
This Warrant shall be promptly canceled by the Company upon the surrender
hereof in connection with any exchange or replacement. The Company shall pay
all expenses, taxes (other than stock transfer taxes), and other charges
payable in connection with the preparation, execution, and delivery of
Warrants pursuant to this Section 2.
WARRANT - Page 1
<PAGE> 2
3. Issuance of the Warrant Shares
a. The Company agrees that the shares of Common Stock
purchased hereby shall be and are deemed to be issued to the Holder as of the
close of business on the date on which this Warrant shall have been surrendered
and the payment made for such Warrant Shares as aforesaid. Subject to the
provisions of the next section, certificates for the Warrant Shares so
purchased shall be delivered to the Holder within a reasonable time, not
exceeding fifteen (15 days) after the rights represented by this Warrant shall
have been so exercised, and, unless this Warrant has expired, a new Warrant
representing the right to purchase the number of Warrant Shares, if any, with
respect to which this Warrant shall not then have been exercised shall also be
delivered to the Holder within such time.
b. Notwithstanding the foregoing, however, the Company
shall not be required to delivery any certificate for Warrant Shares upon
exercise of this Warrant except in accordance with (i) an opinion of counsel
reasonably acceptable to it to the effects that an exemption from the
applicable securities registration requirements is available or (ii)
registration under applicable securities laws. Nothing herein, however, shall
obligate the Company to effect registrations under federal or state securities
laws. If the Company has not received an opinion of counsel reasonably
acceptable to it to the effect than an exemption is available when the Holder
seeks to exercise the Warrant, the Warrant exercise period will be extended, if
need be, to prevent the Warrant from expiring, until such time as either
registrations of the Warrant Shares becomes effective or an opinion with
respect to such exemptions is available, and the Warrant shall then remain
exercisable for a period of at least 45 calendar days from the date the Company
delivers to the Holder written notice of the availability of such registrations
or exemptions. The Holder agrees to execute such documents and make such
representations, warranties, and agreements as may be required solely to comply
with the exemptions relied upon by the Company, or the registrations made, for
the issuance of the Warrant Shares.
4. Covenants of the Company. The Company covenants and agrees
that all Warrant Shares will upon issuance, be duly authorized and issued,
fully paid, nonassessable, and free from all taxes, liens, and charges with
respect to the issue thereof. The Company further covenants and agrees that
during the period within which the rights represented by this Warrant may be
exercised, the Company will at all times have authorized and reserved for the
purpose of issue or transfer upon exercise of the subscription rights evidenced
by this Warrant a sufficient number of shares of Common Stock to provide for
the exercise of the rights represented by this Warrant.
5. No Voting Rights. This Warrant shall not entitle the Holder to
any voting rights or other rights as a shareholder of the Company.
6. Notice of Transfer of Warrant or Resale of the Warrant Shares.
a. Subject to the sale, assignment, hypothecation, or
other transfer restrictions set forth in Section 1 hereof, the Holder, by
acceptance hereof, agrees to give written notice to the Company before
transferring this Warrant or transferring any Warrant Shares of such Holder's
intention to do so, describing briefly the manner of any proposed transfer.
Promptly upon receiving such written notice, the Company shall present copies
thereof to the Company's counsel and to counsel to the original purchaser of
this Warrant. If in the opinion of each such counsel the proposed transfer may
be effected without registration or qualification (under any federal or state
securities laws), the Company, as promptly as practicable, shall notify the
Holder of such opinion,
WARRANT - Page 2
<PAGE> 3
whereupon the Holder shall be entitled to transfer this Warrant or to dispose
of Warrant Shares received upon the previous exercise of this Warrant, all in
accordance with the terms of the notice delivered by the Holder to the Company;
provided that an appropriate legend may be endorsed on this Warrant or the
certificates for such Warrant Shares respecting restrictions upon transfer
thereof necessary or advisable in the opinion of counsel and satisfactory to
the Company to prevent further transfers which would be in violation of Section
5 of the Securities Act of 1933 as amended (the "1933 Act") and applicable
state securities laws; and provided further that the Holder and a prospective
transferee or purchaser shall execute such documents and make such
representations, warranties, and agreements as may be required solely to comply
with the exemptions relied upon by the Company for the transfer or disposition
of the Warrant or Warrant Shares.
b. If in the opinion of either of the counsel referred to
in this Section 6, the proposed transfer or disposition of this Warrant or such
Warrant Shares described in the written notice given pursuant to this Section 6
may not be effected without registration or qualification of this Warrant or
such Warrant Shares, the Company shall promptly give written notice thereof to
the Holder, and the Holder will limit its activities in respect to such as, in
the opinion of both such counsel, are permitted by law.
7. Fractional Shares. Fractional shares shall not be issued upon
the exercise of this Warrant, but in any case where the holder would, except for
the provisions of this Section, be entitled under the terms hereof to receive a
fractional share, the Company shall upon the exercise of this Warrant for the
largest number of whole shares then called for, pay a sum in cash equal to the
sum of (a) the excess, if any, of the Market Price of such fractional share over
the proportional part of the Warrant Exercise price represented by such
fractional share, plus (b) the proportional part of the Warrant Exercise Price
represented by such fractional share. For purposes of this Section the term
"Market Price" with respect to shares of Common Stock of any class or series
means the last reported sale price or, if none, the average of the last reported
closing bid and asked prices on any national securities exchange or quoted in
the National Association of Securities Dealers, Inc.'s Automated Quotations
System (NASDAQ), or if not listed on a national securities exchange or quoted in
NASDAQ, the average of the last reported closing bid and asked prices as
reported on The OTC Electronic Bulletin Board.
8. Redemption By the Company. The Company may redeem 140,000
Warrants at a redemption price of $.01 per Warrant at any time after the closing
bid price of the Common Stock exceeds $6.00. The Company may redeem an
additional 140,000 Warrants at any time after the closing bid price of the
Company's Common Stock equals or exceeds $8.00 per share. The Company may
redeem the remainder of the outstanding Warrants at any time after the closing
bid price of the Company's Common Stock equals or exceeds $10.00 per share. The
Warrants may be redeemed upon 30 days written notice to the holder, upon
satisfaction of the share price as set forth above, assuming that the Common
Stock trades at the above established threshold prices for 15 consecutive
trading days ending three days prior to the date of notice of redemption.
9. Anti-Dilution Provisions. This Warrant is subject to the
following further provisions:
a. In case, prior to the expiration of this Warrant by
exercise or by its terms, the Company shall subdivide the number of outstanding
shares of Common Stock into a greater number of shares, then in such case, the
number of shares of Common Stock issuable upon conversion of the shares
underlying this Warrant shall be proportionately increased; and conversely,
WARRANT - Page 3
<PAGE> 4
in the event the Company shall contract the number of outstanding shares of
Common Stock by combining such shares of Common Stock into a smaller number of
shares of Common Stock then, in such case, the number of Shares of Common Stock
issuable upon conversion of the shares underlying this Warrant shall be
proportionately decreased.
b. In case, prior to the expiration of this Warrant by
exercise or by its terms, the Company shall be recapitalized by reclassifying
its outstanding Common Stock into shares with a different par value, or shall
thereafter reclassify any such shares in a like manner, or the Company or a
successor corporation shall consolidate, or merge with or convey all or
substantially all of its, or all or substantially all of any successor
corporation's, property and assets to any other corporation or corporations
(any such corporation being included within the meaning of the term "successor
corporation" hereinbefore used in the event of any consolidation or merger of
any such corporation with, or the sale of all or substantially all of the
property of any such corporation to another corporation or corporations), the
Holder shall thereafter have the right to purchase, pursuant to and on the
terms and conditions and during the time specified in this Warrant, in lieu of
the shares of Common Stock issuable upon conversion of the shares underlying
this Warrant and that are purchasable upon the exercise of this Warrant, such
shares of Common Stock, securities or assets as may be issued or payable with
respect to, or in exchange for, the number of shares of Common Stock issuable
upon conversion of the shares theretofore underlying this number of shares of
Common Stock issuable upon conversion of the shares theretofore underlying
this Warrant, upon the exercise of this Warrant, had such recapitalization,
consolidation, merger or conveyance not taken place; and, in any such event,
the rights of the Holder to an adjustment in the number of shares of Common
Stock underlying the shares underlying this Warrant and that are purchasable
upon the exercise of this Warrant as herein provided, shall continue and be
preserved in respect to any shares, securities or assets which the Holder of
this Warrant becomes entitled to purchase.
c. Upon the occurrence of each event requiring an
adjustment of the number of shares of Common Stock issuable upon conversion of
the shares underlying this Warrant that are purchasable pursuant to this
Warrant in accordance with, and as required by, the terms of Subsection (a) of
this Section 9, the Company shall use its best efforts to forthwith cause
either a firm of independent certified public accountants (who may be the
regular accountants for the Company) or the Chief Financial Officer of the
Company to compute the adjusted number of shares of Common Stock issuable upon
conversion of the shares issuable upon exercise of this Warrant by reason of
such event in accordance with the provision of Subsection (a). The Company
shall forthwith mail to the Holder of this Warrant a copy of this Warrant a copy
of such computation, which shall be conclusive and shall be binding upon such
Holder unless contested by such Holder by written notice to the Company within
14 days after the mailing thereof by the Company.
d. It is agreed and understood that no adjustments shall
be made hereunder solely as a result of the issuance by the Company of: (i)
Common Stock issued in any private or public offering of Common Stock or other
security convertible into Common Stock, or (ii) Common Stock issued upon the
exercise of warrants whether or not currently, issued and outstanding.
WARRANT - Page 4
<PAGE> 5
IN WITNESS WHEREOF, Electronic Transmission Corporation has caused this
Warrant to be signed by its duly authorized officer and this Warrant this 6th
day of March, 1997.
ELECTRONIC TRANSMISSION CORPORATION
By: /s/ L. CADE HARVARD
----------------------------------------
L. Cade Harvard, Chief Executive Officer
WARRANT - Page 5
<PAGE> 6
ELECTRONIC TRANSMISSION CORPORATION
WARRANT EXERCISE
(To be signed only upon exercise of Warrant)
The undersigned, the holder of the foregoing Warrant, hereby
irrevocably elects to exercise the purchase right represented by such Warrant
for, and to purchase thereunder, _____________ shares of the Common Stock of
Electronic Transmission Corporation to which such Warrant relates and herewith
makes payment of $_____________ therefor in cash or by certified or cashier's
check and requests that the certificates for such shares be issued in the name
of, and be delivered to ________________, whose address is set forth below the
signature of the undersigned. If said number of shares shall not be all the
shares purchasable under the Warrant, a new Warrant is to be issued in the name
of the undersigned for the balance remaining of the shares purchasable
thereunder.
Name of Warrant Holder:
---------------------------------------
(Please print)
Address of Warrant Holder:
---------------------------------------
---------------------------------------
Tax Identification No. or
Social Security No. of Warrant Holder
---------------------------------------
Signature
------------------------------
Note: The above signature should
correspond exactly with the name of the
Warrant Holder as it appears on the
first page of the Warrant or on a duly
executed Warrant Assignment.
Dated:
---------------------------------
Warrant Exercise - Page 1
<PAGE> 7
ELECTRONIC TRANSMISSION CORPORATION
(To be signed only upon exercise of Warrant)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto _______________________________, the assignee, whose address is __________
______________________________________________ and whose tax identification or
social security number is ____________________ the right represented by the
foregoing Warrant to purchase ________________ shares of the Common Stock of
Electronic Transmission Corporation to which the foregoing Warrant relates and
appoints _____________________________________ attorney to transfer said right
on the books of Electronic Transmission Corporation with full power of
substitution in the premises. If said number of shares shall not be all the
shares purchasable under the Warrant, a new Warrant is to be issued in the name
of the undersigned for the balance remaining of the shares purchasable
thereunder.
Name of Warrant Holder/Assignor:
---------------------------------------
(Please print)
Address of Warrant Holder/Assignor:
---------------------------------------
---------------------------------------
Tax Identification No. or
Social Security No. of Warrant Holder/
Assignor:
---------------------------------------
Signature
------------------------------
Note: The above signature should
correspond exactly with the name on the
first page of the Warrant or with the
name of the assignee appearing on a duly
executed assignment form.
Dated:
---------------------------------
Warrant Assignment - Page 1
<PAGE> 1
EXHIBIT 5.1
[LOOPER, REED, MARK & MCGRAW LETTERHEAD]
April 8, 1997
Electronic Transmission Corporation
5025 Arapaho Road, Suite 515
Dallas, Texas 75248
Re: Electronic Transmission Corporation
Registration Statement on Form S-8
Gentlemen:
We have acted as counsel for Electronic Transmission Corporation, a
Delaware corporation (the "Company"), in connection with the registration under
the Securities Act of 1933, as amended (the "Act"), of an aggregate of 640,000
shares (the "Shares") of the common stock, $0.001 par value per share (the
"Common Stock"), of the Company under the Company's 1995 Consultant Stock
Compensation Plan and its 1997 Consultant Stock Compensation Plan
(collectively, the "Plans"). A registration statement on Form S-8 (the
"Registration Statement") has this date been filed under the Act with the
Securities and Exchange Commission (the "Commission").
In reaching the conclusions expressed in this opinion, we have
examined executed copies of the Registration Statement and all exhibits
thereto. We have also examined and relied upon the original, or copies
certified to our satisfaction, of (i) the Certificate of Incorporation and the
Bylaws of the Company, (ii) minutes and records of the corporate proceedings of
the Company with respect to the issuance of the Shares and related matters,
(iii) the Plans, as amended, and (iv) such other agreements and instruments
relating to the Company as we have deemed necessary or appropriate for purposes
of the opinions hereinafter expressed. In rendering such opinions, we have
made such further investigation and inquiries relevant to the transactions
contemplated by the Registration Statement as we have deemed necessary to the
opinions expressed herein and have relied, to the extent we deemed reasonable,
on certificates and certain other information provided to us by officers of the
Company, and public officials as to matters of fact of which the maker of such
certificates or the person providing such other information had knowledge.
Furthermore, in rendering such opinions, we have assumed that the signatures on
all documents examined by us are genuine, that all documents and corporate
record books submitted to us as originals are accurate and complete, and that
all documents submitted to us as copies are true, correct and complete copies
of the originals thereof.
<PAGE> 2
Electronic Transmission Corporation
April 8, 1997
Page 2
In issuing the opinions hereinafter expressed, we do not purport to be
experts in the laws of any jurisdiction other than the State of Texas and the
United States of America.
Based solely upon the foregoing, and limited in all respects as
aforesaid, WE ARE OF THE OPINION that:
(1) The Company has been duly incorporated and is validly existing
under the laws of the State of Delaware.
(2) The Shares of Common Stock of the Company registered pursuant
to the Registration Statement have been duly and validly
authorized by the Company, and when sold, issued and delivered
in the manner and for the consideration described in the
Plans, will be validly issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Yours very truly,
/s/ Looper, Reed, Mark & McGraw Incorporated
LOOPER, REED, MARK & MCGRAW
INCORPORATED
<PAGE> 1
EXHIBIT 10.1
CONSULTING AGREEMENT
This Consulting Agreement (this "Agreement") is made and entered into
this 10th day of June, 1995, the Effective Date, by and between Electronic
Transmission Corporation, a Texas corporation ("ETC"), and Ken Andrew ("Mr.
Andrew").
ETC desires to employ Mr. Andrew as a Business Consultant and Mr.
Andrew desires to accept such employment with ETC, all on the following terms
and subject to the following conditions.
NOW, THEREFORE, ETC and Mr. Andrew hereby agree as follows.
1. Employment. ETC hereby employs Mr. Andrew, and Mr. Andrew
hereby accepts employment by ETC, for the term and compensation and subject to
the terms and conditions hereinafter set forth.
2. Duties of Mr. Andrew. Mr. Andrew shall serve in the capacity
of Business Consultant. In that capacity, Mr. Andrew shall have responsibility
for advising ETC concerning its proposed merger with ETC Transaction
Corporation and becoming a "public" company. Mr. Andrew shall not make any
agreements, representations, or performance guarantees, or execute or agree to
any instruments or contracts, on behalf of ETC or any of its subsidiaries or
affiliates without prior consent of ETC's chief executive officer or Board of
Directors.
3. Compensation. As compensation for services to be rendered to
ETC in the capacities set forth above, ETC shall pay Mr. Andrew on the earlier
of the filing date of a registration statement on Form S-8 or April 30, 1997,
two hundred twenty thousand (220,000) post merger shares of ETC.
4. Reimbursement of Expenses. ETC shall reimburse Mr. Andrew for
all pre-approved travel and other expenses actually incurred by him in
connection with ETC business, provided that such expenses are reasonable and
are in accordance with ETC policies. Such reimbursement shall be made to Mr.
Andrew upon appropriate documentation of such expenditures in accordance with
ETC policies.
5. Term. The term of this Agreement shall be for the period
commencing on June 10, 1995, and ending upon completion of the proposed merger,
subject to earlier termination as provided in Section 6.
6. Termination. This Agreement and Mr. Andrew's employment
hereunder shall terminate in the event of Mr. Andrew's death of if Mr. Andrew
becomes permanently disabled as determined by the ETC Board of Directors. This
Agreement and Mr. Andrew's employment hereunder may
<PAGE> 2
Employment Agreement Between ETC and Ken Andrew Page 2
be terminated immediately by ETC "For cause" at any time the ETC Board of
Directors determines, in the exercise of its good faith judgment, that Mr.
Andrew has engaged in gross malfeasance or willful misconduct in performing his
duties hereunder and that his continued employment by ETC no longer is in the
best interests of ETC.
7. Non-Disclosure of Information and Trade Secrets. During his
employment hereunder and thereafter, Mr. Andrew will not disclose to any person
or entity not directly connected with ETC, or use for his own benefit, any of
the trade secrets, financial information, systems, records, or business methods
of ETC or its subsidiaries or affiliates, or any of the business relationships
between ETC or its subsidiaries or affiliates and any of their business
partners or customers, unless such disclosure shall be in direct connection
with or a part of Mr. Andrew's performance of his duties hereunder.
8. Notices. All notices hereunder shall be in writing and
delivered personally or sent by U.S. Mail or recognized courier service,
addressed as follows or to such other address for itself as any party may
specify hereunder:
If to ETC: Electronic Transmission Corporation
5025 Arapaho, Suite 515
Dallas, Texas 75248
If to Mr. Andrew: Mr. Ken Andrew
1106 N. Hwy 360, Suite 100
Grand Prairie, Texas 75050
9. Entire Agreement, Counterparts, Governing Law. This Agreement
expresses the complete understanding of the parties with respect to the subject
matter hereof, superseding all prior or contemporaneous understandings,
arrangements, or agreements of the parties, and may be amended, supplemented,
or waived in whole or in part only by an instrument in writing executed by the
parties hereto, save and except for any Non-Disclosure, Non-Compete agreement
which may be in effect between the parties. No party may assign this Agreement
or its rights or obligations hereunder without the written consent of all other
parties hereto. Subject to the foregoing, this Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective heirs,
administrators, successors, and assigns. The headings herein are for
convenience of reference only and shall not affect the meaning or
interpretation of this Agreement. This Agreement may be executed in multiple
counterparts, and by the parties in separate counterparts, each of which shall
be an original but all of which together shall constitute one and the same
instrument. This Agreement shall be governed by and construed in accordance
with the laws of the State of Texas.
<PAGE> 3
Employment Agreement Between ETC and Ken Andrew Page 3
IN WITNESS WHEREOF, each party hereto has caused this Agreement to be
duly executed and delivered by its duly authorized representatives, on and
effective as of the Effective Date.
ELECTRONIC TRANSMISSION CORPORATION
By: /s/ L. Cade Havard
------------------------------------
L. Cade Havard
Chairman and Chief Executive
Officer
MR. ANDREW
/s/ KEN ANDREW
---------------------------------------
Ken Andrew
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the use in this Registration Statement on Form S-8 of our
report dated March 10, 1997 relating to the financial statements of Electronic
Transmission Corporation for the years ended December 31, 1996 and 1995.
/s/ SIMONTON, KUTAC & BARNIDGE, L.L.P.
Simonton, Kutac & Barnidge, L.L.P.
Houston, Texas
April 8, 1997
<PAGE> 2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the use in this Registration Statement on Form S-8 of our
report dated March 23, 1997 relating to the financial statements of ETC
Transaction Corporation for the years ended December 31, 1996 and 1995, and our
special purpose pro forma report dated March 23, 1997 relating to the financial
statements of ETC Transaction Corporation and Electronic Transmission
Corporation for the years ended December 31, 1996 and 1995.
/s/ SIMONTON, KUTAC & BARNIDGE, L.L.P.
Simonton, Kutac & Barnidge, L.L.P.
Houston, Texas
April 8, 1997
