<PAGE>
As filed with the Securities and Exchange Commission on April 13, 1998
Registration No. 333-__________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________________________
FORM S-8
Registration Statement
Under the Securities Act of 1933
____________________________________
GK INTELLIGENT SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 76-0513297
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification Number)
organization)
Marathon Oil Tower Gary F. Kimmons
5555 San Felipe, Suite 625 Marathon Oil Tower.
Houston, Texas 77056 5555 San Felipe, Suite 625
(713)840-7722 Houston, Texas 77056
(Address, including zip code, and (713) 840-7722
telephone number, including (Name, address, including zip code,
area code, of registrant's and telephone number, including
principal executive offices) area code, of agent for service)
ADY WIERNIK WARRANT AGREEMENT
(Full Title of the Plans)
_________________
copy to:
Thomas C. Pritchard
Brewer & Pritchard, P.C.
1111 Bagby, 24th Floor
Houston, Texas 77002
Phone (713) 209-2950
Fax (713) 659-2430
_________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================
TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE AMOUNT BEING OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED/(1)/ PER SHARE/(2)/ OFFERING PRICE/(2)/ FEE
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.001 per share 60,250 $1.75 $105,438 $ 30
- -----------------------------------------------------------------------------------------------------------
TOTAL $ 30
===========================================================================================================
</TABLE>
____________
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, the
number of shares of the issuer's Common Stock registered hereunder will be
adjusted in the event of stock splits, stock dividends or similar
transactions.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h), on the basis of the high and low
prices of the Common Stock as reported by the American Stock Exchange on
April 9, 1999.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by GK Intelligent Systems, Inc. ("Company"
or "Registrant") with the Securities and Exchange Commission are incorporated
herein by reference:
1. The Company's latest annual report filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), or,
either (i) the Company's latest prospectus filed pursuant to Rule 424(b) under
the Securities Act of 1933, as amended ("Securities Act") that contains audited
financial statements for the Company's latest fiscal year for which such
statements have been filed, or (ii) the Company's effective Registration
Statement on Form 10 or Form 10-SB filed under the Exchange Act containing
audited financial statements for the Company's latest fiscal year;
2. All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in (1) above; and
3. The description of the Company common stock that is contained in a
registration statement or amendment thereto filed under Section 12 of the
Exchange Act, including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the registrant 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 the Registration Statement which indicates that all
shares of common stock offered have been sold or which deregisters all of such
shares then remaining unsold, shall be deemed to be incorporated by reference in
the Registration Statement and to be a part thereof from the date of filing of
such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article X of the Certificate of Incorporation of the Company provides
for indemnification of officers, directors, agents and employees of the Company
as follows:
(a) 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, trust 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 interests of the Corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe 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 in which he reasonably believed to be in or not
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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.
(b) 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 attorneys' 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 interests of the
Corporation and 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 of
Chancery or 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 of Chancery or such other court
shall deem proper.
(c) To the extent that a director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
Article, 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.
(d) Any indemnification under subsections (a) and (b) of this Article
(unless ordered by a court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsections (a) and (b) of this
Article. Such determination shall be made (1) by the Board of Directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such quorum is not obtainable, or, even if
obtainable a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (3) by the stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any 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 such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the Corporation as authorized by this Article. Such expenses (including
attorneys' fees) incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as the Board of Directors deems appropriate.
(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this Article shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.
(g) The Corporation shall have the power to purchase 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 under this Article.
(h) For purposes of this Article references to "the Corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had the power
and authority to indemnify its directors, officers, and employees or agents, so
that any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
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<PAGE>
position under this Article with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.
(i) The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
The foregoing discussion of the Company's Certificate of Incorporation,
and of the Delaware General Corporation Law is not intended to be exhaustive and
is qualified in its entirety by such Certificate of Incorporation and statutes,
respectively.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable
ITEM 8. EXHIBITS
The following exhibits are filed as part of this Registration Statement:
EXHIBIT NO. IDENTIFICATION OF EXHIBIT
- ----------- -------------------------
4.1(1) --Common Stock Specimen
5.1(2) --Opinion Regarding Legality
10.1(2) --Ady Wiernik Warrant Agreement
23.1(2) --Consent of Counsel (included in Exhibit 5.1)
23.2(2) --Consent of BDO Seidman, LLP independent certified public
accountants
_____________________
(1) Filed as an exhibit to the Company's registration statement on Form 10-SB
SEC File No. 000-22057 and incorporated by reference herein.
(2) Filed herewith.
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
i. To include any prospectus required by Section 10(a)(3) of the
Securities Act;
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. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
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<PAGE>
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 (a)(1)(i) and (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 with or furnished to the
Commission by the registrant pursuant to Section 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.
(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 liability under the Securities Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions described in Item 6 above, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
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<PAGE>
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 Houston, State of Texas, on the 12th day of April,
1999.
GK INTELLIGENT SYSTEMS, INC.
By /s/ GARY F. KIMMONS
----------------------------------------
GARY F. KIMMONS, Chief Executive Officer
____________________________
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
Signature Title Date
- --------- ----- ----
/s/ GARY F. KIMMONS Chief Executive Officer April 12, 1999
- -----------------------
GARY F. KIMMONS Chief Financial Officer
(Principal Financial
and Accounting Officer)
and Director
/s/ GERALD ALLEN Director April 12, 1999
- -----------------------
GERALD ALLEN
/s/ JOHN PAUL DEJORIA Director April 12, 1999
- -----------------------
JOHN PAUL DEJORIA
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Exhibit 5.1
April 12, 1999
GK Intelligent Systems, Inc.
Marathon Oil Tower
5555 San Felipe, Suite 625
Houston, Texas 77056
Re: GK Intelligent Systems, Inc.
Registration Statement on Form S-8
Gentlemen:
We have represented GK Intelligent Systems, Inc., a Delaware corporation
("Company"), in connection with the preparation of a registration statement
filed with the Securities and Exchange Commission on Form S-8 ("Registration
Statement") relating to the proposed issuance of up to 60,250 shares ("Shares")
of the Company's common stock, par value $.001 per share ("Common Stock") upon
the exercise of warrants issued pursuant to the terms of the Warrant Agreement
("Plan") attached as an exhibit to the Registration Statement. In this
connection, we have examined originals or copies identified to our satisfaction
of such documents, corporate and other records, certificates, and other papers
as we deemed necessary to examine for purposes of this opinion, including but
not limited to the Plan, the Certificate of Incorporation of the Company, the
Bylaws of the Company, and resolutions of the Board of Directors of the Company.
We are of the opinion that the Shares will be, when issued pursuant to the
Plan, legally issued, fully paid and nonassessable.
We hereby consent to the filing of this Opinion as an Exhibit to the
Registration Statement.
Very truly yours,
BREWER & PRITCHARD, P.C.
[SIGNATURE OF BREWER & PRITCHARD, P.C. APPEARS HERE]
<PAGE>
EXHIBIT 10.1
GK INTELLIGENT SYSTEMS, INC.
WARRANT AGREEMENT
April 7, 1999
Mr. Ady Wiernik
Capella Computers, Ltd.
Dear Mr. Wiernik:
GK Intelligent Systems, Inc., a Delaware corporation (the "Company"), for
value received, hereby agrees to issue a stock purchase warrant entitling the
person whose name appears on the signature page of this Agreement to purchase
60,250 shares of the Company's common stock (the "Common Stock"). Such warrants
are evidenced by warrant certificates in the form attached hereto as Exhibit A
(each such instrument being hereinafter referred to as a "Warrant," and each
Warrant and all instruments hereafter issued in replacement, substitution,
combination, or subdivision thereof being hereinafter collectively referred to
as the "Warrants"). The number of shares of Common Stock purchasable upon
exercise of the Warrants is subject to adjustment as provided in Section 5
below. The Warrants will be exercisable by you as to all or any lesser number
of shares of Common Stock covered thereby, at an initial Purchase Price of $0.01
per share, subject to adjustment as provided in Section 5 below, for the
exercise period defined in Section 3(a) below. The term "Warrant holder" refers
to the person whose name appears on the signature page of this agreement. Such
term, when used in this Warrant Agreement in reference to or in the context of a
person who holds or owns shares of Common Stock issued upon exercise of a
Warrant, refers where appropriate to such person who holds or owns such shares
of Common Stock.
1. Representations and Warranties.
The Company represents and warrants to you as follows:
(a) Corporate and Other Action. The Company has all requisite power and
authority (corporate and other), and has taken all necessary corporate action,
to authorize, execute, deliver, and perform this Warrant Agreement, to execute,
issue, sell, and deliver the Warrants and a certificate or certificates
evidencing the Warrants, to authorize and reserve for issue and, upon payment
from time to time of the Purchase Price, to issue, sell, and deliver, the shares
of the Common Stock issuable upon exercise of the Warrants (the "Shares"), and
to perform all of its obligations under this Warrant Agreement and the Warrants.
The Shares, when issued in accordance with this Agreement, will be duly
authorized and validly issued and outstanding, fully paid and nonassessable and
free of
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all liens, claims, encumbrances, and preemptive rights. This Warrant
Agreement and, when issued, each Warrant issued pursuant hereto, has been or
will be duly executed and delivered by the Company and is or will be a legal,
valid, and binding agreement of the Company, enforceable in accordance with its
terms. No authorization, approval, consent, or other order of any governmental
entity, regulatory authority, or other third party is required for such
authorization, execution, delivery, performance, issue, or sale.
(b) No Violation. The execution and delivery of this Warrant Agreement,
the consummation of the transactions herein contemplated and the compliance with
the terms and provisions of this Warrant Agreement and of the Warrants will not
conflict with, or result in a breach of, or constitute a default or an event
permitting acceleration under, any statute, the Articles of Incorporation or
Bylaws of the Company or any indenture, mortgage, deed of trust, note, bank
loan, credit agreement, franchise, license, lease, permit, or any other
agreement, understanding, instrument, judgment, decree, order, statute, rule, or
regulation to which the Company is a party or by which it is or may be bound.
2. Transfer.
(a) Transferability of Warrants. You agree that the Warrants are being
acquired as an investment and not with a view to distribution thereof and that
the Warrants may not be transferred, sold, assigned, or hypothecated except as
provided herein and in compliance with all applicable securities and other laws.
(b) Registration of Shares. You agree not to make any sale or other
disposition of the Shares except pursuant to a registration statement which has
become effective under the Securities Act of 1933, as amended (the "Act"),
setting forth the terms of such offering, the underwriting discount and
commissions and any other pertinent data with respect thereto, unless you have
provided the Company with an opinion of counsel reasonably acceptable to the
Company that such registration is not required. Certificates representing the
Shares, which are not registered as provided in Section 2, shall bear an
appropriate legend and be subject to a "stop-transfer" order.
3. Exercise of Warrants, Partial Exercise.
(a) Exercise Period. This Warrant is exercisable from the date hereof and
expires April 7, 2004.
(b) Exercise in Full. Subject to Section 3(a), Warrants may be exercised
in full by the Warrant holder by surrender of the Warrants, with the form of
subscription at the end thereof duly executed by such Warrant holder, to the
Company at its principal office at 5555 San Felipe, Suite 625, Houston, Texas
77056, Attention: President, accompanied by payment, in cash or by certified or
bank cashier's check payable to the order of the Company, in the amount obtained
by multiplying the number of shares of the Common Stock represented by the
respective Warrant or Warrants by the Purchase Price per share (after giving
effect to any adjustments as provided in Section 5 below).
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(c) Partial Exercise. Subject to Section 3(a), each Warrant may be
exercised in part by the Warrant holder by surrender of the Warrant, with the
form of subscription at the end thereof duly executed by such Warrant holder, in
the manner and at the place provided in Section 3(b) above, accompanied by
payment, in cash or by certified or bank cashier's check payable to the order of
the Company, in amount obtained by multiplying the number of shares of the
Common Stock designated by the Warrant holder in the form of subscription
attached to the Warrant by the Purchase Price per share (after giving effect to
any adjustments as provided in Section 5 below). Upon any such partial
exercise, the Company will forthwith issue and deliver to or upon the order of
the Warrant holder a new Warrant of like tenor, in the name of the Warrant
holder thereof or as the Warrant holder (upon payment by such Warrant holder of
any applicable transfer taxes) may request, subject to Section 2(a), calling in
the aggregate for the purchase of the number of shares of the Common Stock equal
to the number of such shares called for on the face of the respective Warrant
(after giving effect to any adjustment herein as provided in Section 5 below)
minus the number of such shares designated by the Warrant holder in the
aforementioned form of subscription.
4. Delivery of Stock Certificates on Exercise.
Any exercise of the Warrants pursuant to Section 3 shall be deemed to have
been effected immediately prior to the close of business on the date on which
the Warrants together with the subscription form and the payment for the
aggregate Purchase Price shall have been received by the Company. At such time,
the person in whose name any certificate or certificates representing the Shares
or Other Securities (as defined below) shall be issuable upon such exercise
shall be deemed to have become the holder or holders of record of the Shares or
Other Securities so purchased. As soon as practicable after the exercise of any
Warrant in full or in part the Company will cause to be issued in the name of,
and delivered to the purchasing Warrant holder, a certificate or certificates
representing the number of fully paid and nonassessable shares of Common Stock
or Other Securities to which such Warrant holder shall be entitled upon such
exercise, but in no case shall such issuance be later than 24 hours after
exercise. The term "Other Securities" refers to any stock (other than Common
Stock), other securities or assets (including cash) of the Company or any other
person (corporate or otherwise) which the holders of the Warrants at any time
shall be entitled to receive, or shall have received, upon the exercise of the
Warrants, in lieu of or in addition to Common Stock, or which at any time shall
be issuable or shall have been issued in exchange for or in replacement of
Common Stock or Other Securities pursuant to Section 5 below or otherwise.
5. Adjustment of Purchase Price and Number of Shares Purchasable.
The Purchase Price and the number of Shares are subject to adjustment from
time to time as set forth in this Section 5.
(a) In case the Company shall at any time after the date of this Agreement
(i) subdivide the outstanding Common Stock, (ii) combine the outstanding Common
Stock into a smaller number of Common Stock, or (iii) issue any shares of its
capital stock by reclassification of the Common Stock (including any such
reclassification in connection with a consolidation or merger in which the
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Company is the continuing corporation), then in each case the Purchase Price,
and the number and kind of Shares receivable upon exercise, in effect at the
time of the effective date of such subdivision, combination, or reclassification
shall be proportionately adjusted so that the holder of any Warrant exercised
after such time shall be entitled to receive the aggregate number and kind of
Shares which, if such Warrant had been exercised immediately prior to such time,
he would have owned upon such exercise and been entitled to receive by virtue of
such subdivision, combination, or reclassification. Such adjustment shall be
made successively whenever any event listed above shall occur.
(b) No adjustment in the Purchase Price shall be required if such
adjustment is less than $.05; provided, however, that any adjustments which by
reason of this subsection (b) are not required to be made shall be carried
forward and taken into account in any subsequent adjustment. All calculations
under this Section 5 shall be made to the nearest cent or to the nearest one-
thousandth of a share, as the case may be.
(c) In case of any capital reorganization of the Company, or of any
reclassification of the Common Stock (other than a reclassification of the
Common Stock referred to in subsection (a) of this Section 5), or in the case of
the consolidation of the Company with or the merger of the Company into any
other corporation or of the sale, transfer, or lease of the properties and
assets of the Company as, or substantially as, an entirety to any other
corporation, each Warrant shall after such capital reorganization,
reclassification of the Common Stock, consolidation, merger, sale, transfer, or
lease be exercisable, upon the terms and conditions specified in this Agreement,
for the number of shares of stock or other securities, assets, or cash to which
a holder of the number of shares of Common Stock purchasable (at the time of
such capital reorganization, reclassification of shares, consolidation, merger,
sale, transfer, or lease) upon exercise of such Warrant would have been entitled
upon such capital reorganization, reclassification of the Common Stock,
consolidation, merger, sale, transfer, or lease; and in any such case, if
necessary, the provisions set forth in this Section 5 with respect to the rights
and interests thereafter of the holder of the Warrants shall be appropriately
adjusted so as to be applicable, as nearly as may reasonably be, to any shares
of stock or other securities, assets, or cash thereafter deliverable upon the
exercise of the Warrants. The subdivision or combination of the Common Stock at
any time outstanding into a greater or lesser number of shares shall not be
deemed to be a reclassification of the Common Stock for the purposes of this
paragraph.
6. Further Covenants of the Company.
(a) Dilution or Impairments. The Company will not, by amendment of its
certificate or articles of incorporation or through any reorganization, transfer
of assets, consolidation, merger, dissolution, or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms of the
Warrants or of this Warrant Agreement, but will at all times in good faith
assist in the carrying out of all the provisions of this Warrant. Without
limiting the generality of the foregoing, the Company:
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(i) shall at all times reserve and keep available, solely for issuance
and delivery upon the exercise of the Warrants, all shares of Common Stock
(or Other Securities) from time to time issuable upon the exercise of the
Warrants; and
(ii) will take all such action as may be necessary or appropriate in
order that the Company may validly and legally issue fully paid and
nonassessable shares of Common Stock or Other Securities upon the exercise
of the Warrants from time to time outstanding.
(b) Title to Stock. All shares of Common Stock delivered upon the exercise
of the Warrants shall be validly issued, fully paid, and nonassessable; each
Warrant holder shall, upon such delivery, receive good and marketable title to
the Shares, free and clear of all voting and other trust arrangements, liens,
encumbrances, equities, and claims whatsoever; and the Company shall have paid
all taxes, if any, in respect of the issuance thereof.
(c) Replacement of Warrants. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction, or mutilation of
any Warrant and, in the case of any such loss, theft, or destruction, upon
delivery of an indemnity agreement reasonably satisfactory in form and amount to
the Company or, in the case of any such mutilation, upon surrender and
cancellation of such Warrant, the Company, at the expense of the Warrant holder,
will execute and deliver, in lieu thereof, a new Warrant of like tenor.
(d) Fractional Shares. No fractional Shares are to be issued upon the
exercise of any Warrant, but the Company shall pay a cash adjustment in respect
of any fraction of a share which would otherwise be issuable in an amount equal
to such fraction multiplied by the closing price which shall be the last
reported sales price regular way or, in case no such reported sales takes place
on such day, the average of the closing bid and asked prices regular way, on the
principal national securities exchange in the United States on which the Common
Stock is listed or admitted to trading, or if the Common Stock is not listed or
admitted to trading on any such national securities exchange, the average of the
highest reported bid and lowest reported asked price as furnished by the
National Association of Securities Dealers, Inc. through its automated quotation
system ("Nasdaq") or a similar organization if Nasdaq is no longer reporting
such information, or if the Common Stock is not listed or admitted to trading on
Nasdaq, in an amount as determined by the Board of Directors.
7. No Rights of Stockholders.
No Warrant holder, as such, shall be entitled to vote or to receive
dividends or shall otherwise be deemed to be the holder of shares of Common
Stock for any purpose, nor shall anything contained herein or in any Warrant be
construed to confer upon any Warrant holder, as such, any of the rights of a
stockholder of the Company or any right to vote or give or withhold consent to
any action of the Company (whether upon any reorganization, issuance of
securities, reclassification or conversion of Common Stock, consolidation,
merger, sale, lease, conveyance, or otherwise), receive notice of meetings or
other action affecting stockholders or receive dividends or subscription rights,
until such Warrant shall have been surrendered for exercise accompanied by full
and proper payment of the
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Purchase Price as provided in this Warrant Agreement and shares of Common Stock
thereunder shall become issuable and until such person shall have been deemed to
have become the holder of record of such shares.
8. Miscellaneous.
All notices, certificates and other communications from or at the request
of the Company to any Warrant holder shall be mailed by first class, registered,
or certified mail, postage prepaid, to such address as may have been furnished
to the Company in writing by such Warrant holder, or, until an address is so
furnished, to the address of the last holder of such Warrant who has so
furnished an address to the Company, except as otherwise provided herein. This
Warrant Agreement and any of the terms hereof may be changed, waived,
discharged, or terminated only by an instrument in writing signed by the party
against which enforcement of such change, waiver, discharge, or termination is
sought. This Warrant Agreement shall be construed and enforced in accordance
with and governed by the laws of the State of Texas. The headings in this
Warrant Agreement are for purposes of reference only and shall not limit or
otherwise affect any of the terms hereof. This Warrant Agreement, together with
the forms of instruments annexed hereto as exhibits, constitutes the full and
complete agreement of the parties hereto with respect to the subject matter
hereof.
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IN WITNESS WHEREOF, the Company has caused this Warrant Agreement to be
executed on this the 7/th/ day of April, 1999, in Houston, Texas, by its proper
corporate officers, thereunto duly authorized.
GK INTELLIGENT SYSTEMS, INC.
By________________________________________
GARY F. KIMMONS,
President
The above Warrant Agreement is confirmed
as of this 7/th/ day of April, 1999.
___________________
Ady Wiernik
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EXHIBIT A
WARRANT
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER: (A) THE SECURITIES ACT OF 1933,
AS AMENDED, IN RELIANCE UPON THE EXEMPTIONS FROM REGISTRATION PROVIDED IN
SECTIONS 3 AND 4 OF SUCH ACT; OR (B) ANY STATE SECURITIES LAWS IN RELIANCE UPON
APPLICABLE EXEMPTIONS THEREUNDER. THESE WARRANTS MUST BE ACQUIRED FOR
INVESTMENT ONLY FOR THE ACCOUNT OF THE INVESTOR, AND NEITHER THE WARRANTS NOR
THE UNDERLYING STOCK MAY BE TRANSFERRED OR EXERCISED EXCEPT IN COMPLIANCE WITH
ALL APPLICABLE SECURITIES AND OTHER LAWS.
To Purchase 60,250 Shares
of Common Stock
GK INTELLIGENT SYSTEMS, INC.
Incorporated Under the Laws of Delaware
This certifies that, for value received, the hereafter named registered
owner is entitled, subject to the terms and conditions of this Warrant, until
the expiration date, to purchase the number of shares set forth above of the
common stock (the "Common Stock"), of GK INTELLIGENT SYSTEMS, INC. (the
"Corporation") from the Corporation at the purchase price per share of $0.01, on
delivery of this Warrant to the Corporation with the exercise form duly executed
and payment of the purchase price (in cash or by certified or bank cashier's
check payable to the order of the Corporation) for each share purchased. This
Warrant is subject to the terms of the Warrant Agreement between the parties
thereto dated as of April 7, 1999, the terms of which are hereby incorporated
herein. Reference is hereby made to such Warrant Agreement for a further
statement of the rights of the holder of this Warrant.
Registered Owner: Ady Wiernik Date: April 7, 1999
Purchase Price
Per Share: $0.01
Expiration Date: Subject to Section 3(a) of the Warrant Agreement April 7, 2004
WITNESS the signature of the Corporation's authorized officer:
GK INTELLIGENT SYSTEMS, INC.
By________________________________________
GARY F. KIMMONS,
President
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FORM OF SUBSCRIPTION
(To be signed only upon exercise of Warrant)
To GK INTELLIGENT SYSTEMS, INC.:
The undersigned, the holder of the enclosed Warrant, hereby irrevocably
elects to exercise the purchase right represented by such Warrant for, and to
purchase thereunder, _________ * shares of Common Stock of GK INTELLIGENT
SYSTEMS, INC. and herewith makes payment of $_______________ therefor, and
requests that the certificate or certificates for such shares be issued in the
name of and delivered to the undersigned.
Dated:______________
____________________________________________
(Signature must conform in all respects to
name of holder as specified on the face of
the enclosed Warrant)
____________________________________________
(Address)
___________________________
(*) Insert here the number of shares called for on the face of the Warrant or,
in the case of a partial exercise, the portion thereof as to which the
Warrant is being exercised, in either case without making any adjustment
for additional Common Stock or any other stock or other securities or
property or cash which, pursuant to the adjustment provisions of the
Warrant Agreement pursuant to which the Warrant was granted, may be
delivered upon exercise.
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EXHIBIT 23.2
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
GK Intelligent Systems, Inc.
Houston, Texas
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of our report dated March 5, 1999, relating to the
financial statements of GK Intelligent Systems, Inc. appearing in the Company's
Transition Report on Form 10-KSB for the seven months ended December 31, 1998.
Our report contains an explanatory paragraph regarding the Company's ability to
continue as a going concern.
Houston, Texas
April 13, 1999
