<PAGE>
As filed with the Securities and Exchange Commission on July 24, 1998
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------------------
REGISTRATION STATEMENT
ON FORM S-8
Under
THE SECURITIES ACT OF 1933
COMMISSION FILE NO. 1-12909
INTERNATIONAL COMPUTEX, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
GEORGIA 58-1938206
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
International CompuTex, Inc.
5500 Interstate North Parkway, Suite 507
Atlanta, Georgia 30328-4662
(770) 953-1464
-----------------------------------------------------
(Address of registrant's Principal Executive Offices)
1996 Stock Option Plan and
1995 Restricted Nonqualified Incentive Stock Option Plan
(collectively, the "Plans")
(Full titles of the plans)
----------------------------------------
Henry B. Levi
Gambrell & Stolz, L.L.P.
Suite 4300, Suntrust Plaza
303 Peachtree Street, N.E.
Atlanta, Georgia 30308
(404) 577-6000
-------------------------------------------------------
(Name and address of agent for service)
Copies of all communications to:
Haim E. Dahan, Chief Executive Officer and
Ralph E. Walter, Chief Financial Officer
International CompuTex, Inc.
5500 Interstate North Parkway, Suite 507
Atlanta, Georgia 30328-4662
(770) 953-1464
The Exhibit Index appears after the Signature
Page of this Registration Statement.
<PAGE>
<TABLE>
<CAPTION>
Title of each class Proposed maximum Proposed maximum Amount of
of securities to be Amount to be offering price per aggregate offering Registration
registered registered/(1)/ share/(2)/ price/(2)(3)/ Fee
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common shares par value $.001 872,620 $7.25 $2,900,000 $855
</TABLE>
_____________________
(1) Based upon the aggregate number of shares presently authorized for issuance
under the Plans, less shares already purchased pursuant to options granted
under the Plans. Pursuant to General Instruction E, the registration fee is
payable only with respect to the additional 400,000 shares registered
resulting from an amendment to one of the Plans. The remaining shares were
registered under Form S-8 Registration Statement Number 333-31861.
(2) Based upon the average of the high and low prices of the Common Stock
reported on the Nasdaq National Market on July 13, 1988, as applied to the
additional 400,000 shares.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(g).
STATEMENT PURSUANT TO GENERAL INSTRUCTION E
The contents of Form S-8 Registration Statement No. 333-31861 of the
Registrant are hereby incorporated by reference thereto, except for Items 3, 5
and 8 of Part II, which are revised as set forth below. Such Registration
Statement related to the same stock option plans to which this Registration
Statement relates. This Registration Statement is being filed to register
additional securities, of the same class, registered under Registration
Statement No. 333-31861.
2
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PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Registrant, International CompuTex, Inc. (the "Company"), hereby
incorporates by reference into this Registration Statement the documents listed
below. In addition, all documents subsequently filed pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), 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 into this Registration Statement and to be a part hereof from the date
of filing of such documents:
(a) The Company's latest Annual Report on Form 10-KSB, which contains
audited financial statements for the Company's latest fiscal year.
(b) 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 financial
statements referred to in (a) above.
(c) The description of the Company's Common Stock, which is contained in
the Prospectus referred to in (a) above filed pursuant to Registrant's
Registration Statement on Form SB-2.
Item 5. Interests of Named Experts and Counsel.
The validity of the Shares offered hereby will be passed upon for the
Company by Gambrell & Stolz, L.L.P., Suite 4300 SunTrust Plaza, 303 Peachtree
Street, N.E., Atlanta, Georgia 30308. Attorneys who are partners of or employed
by Gambrell & Stolz, L.L.P. in the aggregate own less than 5,000 Shares of the
Common Stock of the Company.
Item 8. Exhibits.
Exhibit
Number Description
- ------- -----------
4.1 1995 Restricted Nonqualified Incentive Stock Option Plan, incorporated
by reference to Exhibit 4.1 to the Company's Form S-8 Registration No.
333-31861 ("1997 Form S-8").
4.2 International CompuTex, Inc. 1996 Stock Option Plan, amended and
restated as of June 12, 1998.
4.3 Forms of Stock Option Agreements, incorporated by reference to Exhibit
4.3 to the 1997 Form S-8.
3
<PAGE>
5.1 Opinion of Counsel regarding legality.
23.1 Independent Auditors' Consent
23.2 Consent of Counsel (included in Exhibit 5.1).
24.1 Power of Attorney (contained within Signature Page)
4
<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 Atlanta, State of Georgia, on this 24th day of July,
1998.
INTERNATIONAL COMPUTEX, INC.
/s/ Haim E. Dahan
------------------------------
Haim E. Dahan,
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Haim E. Dahan and Larry D. Duckworth, or either
of them, his or her attorney-in-fact, for him or her in any and all capacities,
to sign any amendments to this Registration Statement, and to file the same,
with exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact, or his substitute, may 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 in the
capacities and on the dates indicated.
Dated
-----
/s/ Leo Benatar Director July 21, 1998
- --------------------------
Leo Benatar
/s/ Haim E. Dahan Director and Chief Executive July 24, 1998
- -------------------------- Officer (Principal Executive
Haim E. Dahan Officer)
/s/ Lawrence D. Duckworth Director and President July 23, 1998
- --------------------------
Lawrence D. Duckworth
/s/ Michael J. Galvin Director and Vice President July ___, 1998
- -------------------------- of Research and Development
Michael J. Galvin
5
<PAGE>
/s/ Patricia Tuxbury Salem Director and Treasurer July 23, 1998
- --------------------------
Patricia Tuxbury Salem
/s/ Hugh E. Sawyer Director July 22, 1998
- --------------------------
Hugh E. Sawyer
/s/ Ralph E. Walter Chief Financial Officer and July 23, 1998
- -------------------------- Controller (Principal Financial
Ralph E. Walter and Accounting Officer)
6
<PAGE>
EXHIBIT INDEX
Page
Exhibit Number Description Number
- -------------- ----------- ------
4.2 International CompuTex, Inc. 1996 Stock Option Plan,
amended and restated as of April 21, 1998 8
5.1 Opinion of Counsel regarding legality 19
23.1 Independent Auditors' Consent 21
23.2 Consent of Counsel (included in Exhibit 5.1) 19
24.1 Power of Attorney (contained within Signature Page) 5
7
<PAGE>
EXHIBIT 4.2
INTERNATIONAL COMPUTEX, INC.
1996 STOCK OPTION PLAN
----------------------
(Amended and restated as of June 12, 1998)
International CompuTex, Inc., a Georgia corporation (the "Company"), hereby
establishes the International CompuTex, Inc. 1996 Stock Option Plan (the
"Plan"), effective as of December 20, 1996.
1. Purpose. The purpose of the Plan is to attract and retain the best
available talent and encourage the highest level of performance by executive
officers, key employees, directors, advisors and consultants, and to provide
them with incentives to put forth maximum efforts for the success of the
Company's business in order to serve the best interests of the Company. Options
granted under the Plan may be Incentive Stock Options or Nonqualified Stock
Options, as such terms are hereinafter defined.
2. Definitions. The following terms, when used in the Plan with initial
capital letters, will have the following meanings:
(a) "Act" means the Securities Exchange Act of 1934 as in effect from
time to time.
(b) "Board" means the Board of Directors of the Company.
(c) "Code" means the Internal Revenue Code of 1986, as in effect from
time to time.
(d) "Common Stock" means the common stock of the Company or any
security into which such common stock may be changed by reason of any
transaction or event of the type described in Section 8.
(e) "Date of Grant" means (i) with respect to Participants, the date
specified by the Stock Option Committee or the Special Stock Option
Committee, as applicable, on which a grant of Stock Options will become
effective (which date will not be earlier than the date on which such
committee takes action with respect thereto) and (ii) with respect to
Nonemployee Directors, the applicable date specified in Section 6.
(f) "Incentive Stock Option" means a Stock Option granted in
accordance with Section 422 of the Code.
(g) "Market Value per Share" means (i) for Stock Options granted prior
to the Company's underwritten initial public offering of the Common Stock
("IPO"), the fair market value per share of the Common Stock on the Date of
Grant as determined by the Stock Option Committee or the Special Stock
Option Committee, as applicable, with
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<PAGE>
respect to Stock Options granted to Participants, and (ii) with respect to
Stock Options granted after the IPO, the average of the high and low
closing sale prices as reported on any national securities exchange or
automated quotation system on which the Common Stock is listed on the Date
of Grant if such date is a trading day and, if such date is not a trading
day, on the immediately preceding date which is a trading day.
(h) "Nonemployee Director" means a member of the Board who is not an
employee of the Company or any Subsidiary and who qualifies as a
"disinterested person" within the meaning of Rule 16b-3.
(i) "Nonqualified Stock Option" means a Stock Option other than an
Incentive Stock Option.
(j) "Option Price" means the purchase price per share payable on
exercise of a Stock Option.
(k) "Participant" means a person who is selected by the Stock Option
Committee or the Special Stock Option Committee, as applicable, to receive
Stock Options under Section 4 or Section 5 of the Plan and who is at that
time (i) an executive officer or other key employee of the Company or any
Subsidiary, (ii) an advisor or consultant to the Company or any Subsidiary,
or (iii) a member of the Board other than a Nonemployee Director.
(l) "Rule 16b-3" means Rule 16b-3 under Section 16 of the Act, as such
Rule is in effect from time to time.
(m) "Special Stock Option Committee" means (i) a committee that at all
times consists of at least two Nonemployee Directors and all of whose
members qualify as "outside directors" within the meaning of Section 162(m)
of the Code.
(n) "Stock Option" means the right to purchase shares of Common Stock
upon exercise of an option granted pursuant to Section 4, 5 or 6.
(o) "Stock Option Committee" means the Stock Option Committee
appointed by the Board. Prior to the appointment of such a committee, the
Board shall be deemed the Stock Option Committee.
(p) "Subsidiary" means any corporation, partnership, joint venture or
other entity in which the Company owns or controls, directly or indirectly,
not less than 50% of the total combined voting power or equity interests
represented by all classes of stock issued by such corporation,
partnership, joint venture or other entity.
(q) "10-Percent Shareholder" means any person who at the time of a
Stock Option grant owns capital stock of the Company possessing more than
10% of the combined voting power of all classes of capital stock of the
Company.
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<PAGE>
3. Shares Available Under Plan. The shares of Common Stock which may be
issued under the Plan will not exceed in the aggregate 900,000 shares, less that
number of shares that may be issued pursuant to options outstanding under the
1995 Restricted Nonqualified Incentive Stock Option Plan of the Company (the
"1995 Plan"), subject to adjustment as provided in Section 8. Such shares may
be shares of original issuance or treasury shares or a combination of the
foregoing. Any shares of Common Stock that are subject to Stock Options, or
subject to options outstanding under the 1995 Plan, that are terminated,
unexercised, forfeited or surrendered or that expire for any reason will again
be available for issuance under the Plan.
4. Stock Options for Participants -- Nonexempt Grants. The Stock Option
Committee or the Special Stock Option Committee may from time to time authorize
grants to any Participant of options to purchase shares of Common Stock upon
such terms and conditions as such committee may determine in accordance with the
provisions set forth below. Grants made by the Stock Option Committee or the
Special Stock Option Committee pursuant to this Section 4 are not intended to
comply with or otherwise satisfy the requirements of Rule 16b-3.
(a) Each grant will specify the number of shares of Common Stock to
which it pertains.
(b) Each grant will specify the Option Price, which, in the case of an
Incentive Stock Option, will be not less than 100% of the Market Value per
Share on the Date of Grant or, in the case of an Incentive Stock Option
granted to a 10% Shareholder, not less than 110% of the Market Value per
Share on the Date of Grant.
(c) Each grant will specify whether the Stock Option is intended to be
an Incentive Stock Option or a Nonqualified Stock Option.
(d) Each grant may specify whether the Option Price will be payable
(i) in cash or by check acceptable to the Company, (ii) by the transfer to
the Company of shares of Common Stock owned by the Participant for at least
six months (or, with the consent of the Stock Option Committee, for less
than six months) having an aggregate fair market value per share at the
date of exercise equal to the aggregate Option Price, (iii) with the
consent of the Stock Option Committee, by authorizing the Company to
withhold a number of shares of Common Stock otherwise issuable to the
Participant having an aggregate fair market value per share on the date of
exercise equal to the aggregate Option Price or (iv) by a combination of
such methods of payment; provided, however, that the payments methods
described in clauses (ii) and (iii) will not be available at any time that
the Company is prohibited from purchasing or acquiring such shares of
Common Stock. In the absence of any such specification, only the payment
method in clause (i) shall be permitted. Any grant may provide for
deferred payment of the Option Price from the proceeds of sale through a
bank or broker of some or all of the shares to which such exercise relates.
(e) Successive grants may be made to the same Participant whether or
not any Stock Options previously granted to such Participant remain
unexercised.
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<PAGE>
(f) Each grant will specify the term of the Stock Options, which in
the case of an Incentive Stock Option granted to a 10% Shareholder shall
not be greater than five years and for all other Incentive Stock Options
shall not be greater than ten years.
(g) Each grant will specify the required period or periods (if any) of
continuous service by the Participant with the Company or any Subsidiary
and/or any other conditions to be satisfied before the Stock Options or
installments thereof will become exercisable, and any grant may provide, or
may be amended to provide for the earlier exercise of the Stock Options in
the event of a change in control of the Company (as defined in the stock
option agreement evidencing such grant or in any agreement referred to in
such stock option agreement) or in the event of any other similar
transaction or event.
(h) Each Stock Option granted pursuant to this Section 4 will be
subject to the transfer restrictions set forth in Section 7.
(i) Each grant will be evidenced by a stock option agreement executed
on behalf of the Company by the Chief Executive Officer (or another officer
designated by the Stock Option Committee) and delivered to the Participant
and containing such further terms and provisions, consistent with the Plan,
as Committee may approve.
5. Stock Options for Participants -- Exempt Grants. The Special Stock
Option Committee may from time to time authorize grants to any Participant of
options to purchase shares of Common Stock upon such terms and conditions as it
may determine in accordance with the provisions set forth below. Grants made by
the Special Stock Option Committee pursuant to this Section 5 are intended to
comply with and otherwise satisfy the requirements of Rule 16b-3. To the extent
that (i) any provision of the Plan applicable to a Stock Option granted pursuant
to this Section 5, or (ii) any act of the Board, Stock Option Committee or
Special Stock Option Committee would cause such Stock Option to fail to satisfy
or comply with any requirements of Rule 16b-3, such provision or act will be
deemed null and void for purposes of such Stock Option.
(a) Each grant will specify the number of shares of Common Stock to
which it pertains.
(b) Each grant will specify the Option Price, which, in the case of an
Incentive Stock Option, will be not less than 100% of the Market Value per
Share on the Date of Grant or, in the case of an Incentive Stock Option
granted to a 10% Shareholder, not less than 110% of the Market Value per
Share on the Date of Grant.
(c) Each grant will specify whether the Stock Option is intended to be
an Incentive Stock Option or a Nonqualified Stock Option.
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<PAGE>
(d) Each grant will specify whether the Option Price will be payable
(i) in cash or by check acceptable to the Company, (ii) by the transfer to
the Company of shares of Common Stock owned by the Participant for at least
six months (or, with the consent of the Special Stock Option Committee, for
less than six months) having an aggregate fair market value per share at
the date of exercise equal to the aggregate Option Price, (iii) with the
consent of the Special Stock Option Committee, by authorizing the Company
to withhold a number of shares of Common Stock otherwise issuable to the
Participant having an aggregate fair market value per share on the date of
exercise equal to the aggregate Option Price or (iv) by a combination of
such methods of payment; provided, however, that the payment methods
described in clauses (ii) and (iii) will not be available at any time that
the Company is prohibited from purchasing or acquiring such shares of
Common Stock. In the absence of any such specification, only the payment
method in clause (i) shall be permitted. Any grant may provide for deferred
payment of the Option Price from the proceeds of sale through a bank or
broker of some or all of the shares to which such exercise relates.
(e) Successive grants may be made to the same Participant whether or
not any Stock Options previously granted to such Participant remain
unexercised.
(f) Each grant will specify the term of the Stock Options, which in
the case of an Incentive Stock Option granted to a 10% Shareholder shall
not be greater than five years and for all other Incentive Stock Options
shall not be greater than ten years.
(g) Each grant will specify the required period or periods (if any) of
continuous service by the Participant with the Company or any Subsidiary
and/or any other conditions to be satisfied before the stock Options or
installments thereof will become exercisable, and any grant may provide, or
may be amended to provide for the earlier exercise of the Stock Options in
the event of a change in control of the Company (as defined in the stock
option agreement evidencing such grant or in any agreement referred to in
such stock option agreement) or in the event of any other similar
transaction or event.
(h) Each Stock Option granted pursuant to this Section 5 will be
subject to the transfer restrictions set forth in Section 7.
(i) Each grant will be evidenced by a stock option agreement executed
on behalf of the Company by the Chief Executive Officer (or another officer
designated by the Special Stock Option Committee) and delivered to the
Participant and containing such further terms and provisions, consistent
with the Plan, as the Special Stock Option Committee may approve.
6. Stock Options for Nonemployee Directors. This Section 6 shall become
activated and shall be effective immediately following the close of the IPO.
Thereafter, each Nonemployee Director in office at that time will be granted an
option as of the first business day following the
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close of the IPO, and each Nonemployee Director thereafter newly elected or
appointed to the Board will be granted an option on his or her initial election
or other appointment to the Board, to purchase 5000 shares of Common Stock.
Each Nonemployee Director will also be granted an additional option to purchase
3000 shares of Common Stock every year on the anniversary date of his or her
initial option grant under this Section 6, beginning on the first anniversary of
such initial election or appointment, provided that such individual has served
continually as a Nonemployee Director through the close of business on such
anniversary date. All Stock Options granted pursuant to this Section 6 will
contain the terms and conditions set forth below. Stock Options granted
pursuant to this Section 6 are intended to comply with and otherwise satisfy the
requirements of Rule 16b-3. To the extent that (i) any provision of the Plan
applicable to a Stock Option granted pursuant to this Section 6, or (ii) any act
of the Board, Stock Option Committee or Special Stock Option Committee would
cause such Stock Option to fail to satisfy or comply with any requirements of
Rule 16b-3, such provision or act will be deemed null and void for purposes of
such Stock Option.
(a) Each grant will specify the number of shares of Common Stock to
which it pertains.
(b) Each grant will specify the Option Price, which will not be less
than 100% of the Market Value per Share on the Date of Grant.
(c) Each grant will specify whether the Option Price will be payable
(i) in cash or by check acceptable to the Company, (ii) by the transfer to
the Company of shares of Common Stock owned by the Participant for at least
six months (or, with the consent of the Special Stock Option Committee, for
less than six months) having an aggregate fair market value per share at
the date of exercise equal to the aggregate Option Price, (iii) with the
consent of the Special Stock Option Committee, by authorizing the Company
to withhold a number of shares of Common Stock otherwise issuable to the
Participant having an aggregate fair market value per share on the date of
exercise equal to the aggregate Option Price or (iv) by a combination of
such methods of payment; provided, however, that the payment methods
described in clauses (ii) and (iii) will not be available at any time that
the Company is prohibited from purchasing or acquiring such shares of
Common Stock. In the absence of any such specification, only the payment
method in clause (i) shall be permitted. Any grant may provide for
deferred payment of the Option Price from the proceeds of sale through a
bank or broker of some or all of the shares to which such exercise relates.
(d) Stock Options for Nonemployee Directors will become exercisable in
cumulative annual installments of one-fourth of the shares subject to the
Stock Options, beginning one year after the Date of Grant, and will expire
on the fifth anniversary of the Date of Grant. Such Stock Options will
also provide for immediate exercise in the event of a Change in Control, as
hereinafter defined.
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(e) Each Stock Option granted pursuant to this Section 6 will be
subject to the transfer restrictions set forth in Section 7.
(f) Each grant will be evidenced by a stock option agreement executed
on behalf of the Company by the Chief Executive Officer (or another officer
designated by the Special Stock Option Committee) and delivered to the
Participant and containing such further terms and provisions, consistent
with the Plan, as the Special Stock Option Committee may approve.
For purposes of this Section 6, a "Change in Control" means the
occurrence, prior to the expiration of a Stock Option granted to a Nonemployee
Director, of any of the following events:
(i) the Company is merged, consolidated or reorganized into or with
another corporation or other legal person, and as a result of such merger,
consolidation or reorganization less than two-thirds of the combined voting
power of the then-outstanding securities entitled to vote generally in the
election of directors ("Voting Stock") of such corporation or person
immediately after such transaction are held in the aggregate by the holders
of Voting Stock of the Company immediately prior to such transaction;
(ii) the Company sells or otherwise transfers all or substantially all
of its assets to another corporation or other legal person, and as a result
of such sale or transfer less than two-thirds of the combined voting power
of the then-outstanding Voting Stock of such corporation or person
immediately after such sale or transfer is held in the aggregate by the
holders of Voting Stock of the Company immediately prior to such sale or
transfer;
(iii) there is a report filed on Schedule 13D or Schedule 14D-1 (or
any successor schedule, form or report), each as promulgated pursuant to
the Act, disclosing that any person (as the term "person" is used in
Section 13(d)(3) or Section 14 (d)(2) of the Act) has become the beneficial
owner (as the term "beneficial owner" is defined under Rule 13d-3 or any
successor rule or regulation promulgated under the Act) of securities
representing 20% or more of the combined voting power of the then-
outstanding Voting Stock of the Company;
(iv) the Company files a report or proxy statement with the Securities
and Exchange Commission pursuant to the Act disclosing in response to Form
8-K or Schedule 14A (or any successor schedule, form or report or item
therein) that a change in control of the Company has occurred or will occur
in the future pursuant to any then-existing contract or transaction; or
(v) if, during any period of two consecutive years, individuals who at
the beginning of any such period constitute the directors of the Company
cease for any reason to constitute at least a majority thereof; provided,
however, that for purposes of this clause (v) each director who is first
elected, or first nominated for election by the
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Company's stockholders, by a vote of at least two-thirds of the directors
of the Company (or a committee thereof) then still in office who were
directors of the Company at the beginning of any such period will be deemed
to have been a director of the Company at the beginning of such period.
Notwithstanding the foregoing provisions of clauses (iii) or (iv) above, unless
otherwise determined in a specific case by majority vote of the Board, a "Change
in Control" will not be deemed to have occurred for purposes of clause (iii) or
clause (iv) above solely because (A) the Company, (B) a Subsidiary, or (C) any
Company-sponsored employee stock ownership plan or any other employee benefit
plan of the Company or any Subsidiary either files or becomes obligated to file
a report or a proxy statement under or in response to Schedule 13D, Schedule
14D-1, Form 8-K or Schedule 14A (or any successor schedule, form or report or
item therein) under the Act disclosing beneficial ownership by it of shares of
voting Stock of the Company, whether in excess of 20% or otherwise, or because
the Company reports that a change in control of the Company has occurred or will
occur in the future by reason of such beneficial ownership or any increase or
decrease thereof.
7. Transferability. Except as otherwise expressly provided in the
agreement evidencing a Stock Option granted pursuant to Section 4 or Section 5,
or in any amendment to such agreement, no Stock Option will be transferable by a
Participant or Nonemployee Director other than (i) by will or the laws of
descent and distribution or (ii) pursuant to a qualified domestic relations
order, as that term is defined under the Code or the Employee Retirement Income
Act of 1974, as amended.
8. Adjustments. The Stock Option Committee, with respect to Stock
Options granted under Section 5, and the Special Stock Option Committee, with
respect to all other Stock Options, may make or provide for such adjustments in
the maximum number of shares specified in Section 3, in the number of shares of
Common Stock covered by outstanding Stock Options granted hereunder, in the
Option Price applicable to any such Stock Options, and/or in the kind of shares
covered thereby (including shares of another issuer), as such Committee in its
sole discretion, exercised in good faith, may determine is equitably required to
prevent dilution or enlargement of the rights of Participants and Nonemployee
Directors that otherwise would result from any stock dividend, stock split,
combination of shares, recapitalization or other change in the capital structure
of the company, merger, consolidation, spin-off, reorganization, partial or
complete liquidation, issuance of rights or warrants to purchase securities or
any other corporate transaction or event having an effect similar to any of the
foregoing. Any fractional shares resulting from the foregoing adjustments will
be eliminated.
9. Withholding of Taxes. To the extent that the Company is required to
withhold federal, state, local or foreign taxes in connection with any benefit
realized by an optionee under the Plan, or is requested by any optionee to
withhold additional amounts with respect to such taxes, and the amounts
available to the Company for such withholding are insufficient, it will be a
condition to the realization of such benefit that the optionee make arrangements
satisfactory to the Company for payment of the balance of such taxes required or
requested to be withheld. In
15
<PAGE>
addition, if permitted by the Stock Option Committee, with respect to Stock
Options granted under Section 4, or by the Special Stock Option Committee, with
respect to all other Stock Options, an optionee may elect to have any
withholding obligation of the Company satisfied with shares of Common Stock that
would otherwise be transferred to the optionee on exercise of the Stock Option.
10. Administration of the Plan.
(a) The Plan will be administered by the Stock Option Committee with
respect to Stock Options granted under Section 4 and by the Special Stock Option
Committee with respect to all other Stock Options. For purposes of any action
taken by the Stock Option Committee or the Special Stock Option Committee,
whichever is applicable, a majority of the members will constitute a quorum, and
the action of the members present at any meeting at which a quorum is present,
or acts unanimously approved in writing, will be the acts of the Stock Option
Committee or the Special Stock Option Committee.
(b) Subject to the allocation of administrative responsibilities set
forth in Section 10(a), the Stock Option Committee and the Special Stock Option
Committee have the full authority and discretion to administer the Plan and to
take any action that is necessary or advisable in connection with the
administration of the Plan, including without limitation the authority and
discretion to interpret and construe any provision of the Plan or of any
agreement, notification or document evidencing the grant of a Stock Option. The
interpretation and construction by the Stock Option Committee or the Special
Stock Option Committee, as applicable, of any such provision and any
determination by the Stock Option Committee or the Special Stock Option
Committee pursuant to any provision of the Plan or of any such agreement,
notification or document will be final and conclusive. No member of the Stock
Option Committee or the Special Stock Option Committee will be liable for any
such action or determination made in good faith.
(c) Notwithstanding the provisions of Section 10(b), if any authority,
discretion or responsibility granted to the Special Stock Option Committee under
the Plan would, if exercised or discharged by the Special Stock Option
Committee, cause the provisions of Section 5 or 6 or any Stock Option granted
under Section 5 or 6 to fail to satisfy the requirements of Rule 16b-3, such
authority, discretion or responsibility may be exercised by the Board to the
same extent and with the same effect as if exercised by the Special Stock Option
Committee, provided such act of the Board will not cause the provisions of
Section 5 or 6 or any Stock Option granted under Section 5 or 6 to fail to
satisfy the requirements of Rule 16b-3 or cause any member of the Special Stock
Option Committee to cease to be a disinterested administrator for purposes of
Rule 16b-3.
11. Amendments, Etc.
(a) The Stock Option Committee or the Special Stock Option Committee,
as applicable, may, without the consent of the optionee, amend any agreement
evidencing a Stock
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Option granted under the Plan, or otherwise take action, to accelerate the time
or times at which the Stock Option may be exercised, to extend the expiration
date of the Stock Option, to waive any other condition or restriction applicable
to such Stock Option or to the exercise of such Stock Option, to reduce the
exercise price of such Stock Option, to amend the definition of a change in
control of the Company (if such a definition is contained in such agreement) to
expand the events that would result in a change in control of the Company and to
add a change in control provision to such agreement (if such provision is not
contained in such agreement) and may amend any such agreement in any other
respect with the consent of the optionee. Notwithstanding the foregoing, no
amendment will be made to an agreement evidencing a Stock Option granted to a
Nonemployee Director pursuant to Section 6 if such amendment would cause such
Nonemployee Director to cease to qualify as a "disinterested person" within the
meaning of Rule 16b-3.
(b) The Plan may be amended from time to time by the Stock Option
Committee or the Board but may not be amended without further approval by the
shareholders of the Company if such Plan amendment would result in any grant or
other transaction with respect to Stock Options under Section 5 or 6 no longer
satisfying the requirements of Rule 16b-3. Notwithstanding the foregoing, the
provisions of Section 6 that designate Nonemployee Directors eligible to receive
Stock Options and specify the amount, Option Price and timing of Stock Option
grants may be amended only by the Board and may be amended no more than once
every six months except to comply with changes in the Code, the Employee
Retirement Income Security Act of 1974, as amended, or the rules and regulations
thereunder. In the event any law, or any rule or regulation issued or
promulgated by the Internal Revenue Service, the Securities and Exchange
Commission, the National Association of Securities Dealers, Inc., any stock
exchange upon which the Common Stock is listed for trading, or any other
governmental or quasi-governmental agency having jurisdiction over the Company,
the Common Stock or the Plan, requires the Plan to be amended, or in the event
Rule 16b-3 is amended or supplemented (e.g., by addition of alternative rules)
or any of the rules under Section 16 of the Act are amended or supplemented, in
either event to permit the Company to remove or lessen any restrictions on or
with respect to Stock Options, the Stock Option Committee and the Board each
reserves the right to amend the Plan to the extent of any such requirement,
amendment or supplement, and all Stock Options then outstanding will be subject
to such amendment.
(c) The Plan may be terminated at any time by action of the Board.
The termination of the Plan will not adversely affect the terms of any
outstanding Stock Option.
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(d) The Plan will not confer upon any Participant or Nonemployee
Director any right with respect to continuance of employment or other service
with the Company or any Subsidiary, nor will it interfere in any way with any
right the Company or any Subsidiary would otherwise have to terminate a
Participant's employment or other service at any time.
INTERNATIONAL COMPUTEX, INC.
By:
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Name:
-----------------------------------
Title:
-----------------------------------
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EXHIBIT 5.1
OPINION OF COUNSEL REGARDING LEGALITY AND CONSENT OF COUNSEL
[LETTERHEAD OF GAMBRELL & STOLZ, L.L.P.]
July 20, 1998
International CompuTex, Inc.
5500 Interstate North Parkway, Suite 507
Atlanta, Georgia 30328-4662
Re: 1996 Stock Option Plan and 1995 Restricted Nonqualified Incentive
Stock Option Plan
Ladies and Gentlemen:
We have acted as counsel to International CompuTex, Inc. (the "Company") in
connection with the registration with the Securities and Exchange Commission on
Form S-8 of 873,370 shares of the Company's common stock, $.001 par value (the
"Shares"), which will be issuable upon exercise of options granted under the
above-referenced stock option plans (the "Plans"). In connection with that
registration, we have reviewed the proceedings of the Board of Directors and
Stockholders of the Company relating to the registration and proposed issuance
of the common stock, the Articles of Incorporation of the Company and all
amendments thereto, the Bylaws of the Company and all amendments thereto, and
such other documents and matters as we have deemed necessary to the rendering of
the following opinion.
We understand that as of the date of this opinion the aggregate number of
Shares that may be issued after the date hereof pursuant to options granted
under the Plans is 873,370 Shares.
Based upon the foregoing, it is our opinion that the Shares, when issued in
conformance with the terms and conditions of the Plans, will be legally issued,
fully paid and nonassessable under the Georgia Business Corporation Code.
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We do not find it necessary for the purposes of this opinion to cover, and
accordingly we express no opinion as to, the application of the securities or
blue sky laws of the various states as to the issuance and sale of the Shares.
We consent to the use of this opinion in the registration statement filed
with the Securities and Exchange Commission in connection with the registration
of the Shares and to the reference to our firm under the heading "Interests of
Named Experts and Counsel" in the registration statement.
Very truly yours,
GAMBRELL & STOLZ, L.L.P.
By: /s/ Henry B. Levi
---------------------
Henry B. Levi
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
International CompuTex, Inc.
5500 Interstate North Parkway, Suite 507
Atlanta, Georgia 30328-4662
Gentlemen:
We consent to the incorporation by reference in the Registration Statement
of International CompuTex, Inc. on Form S-8 of our report dated March 14, 1998,
except as to Note M, as to which the date is March 24, 1998, relating to the
balance sheet of International CompuTex, Inc. as of December 31, 1997 and the
related statements of income, stockholders' equity, and cash flows for the years
ended December 31, 1997 and 1996.
Habif, Arogeti & Wynne, P.C.
1073 Peachtree Street, N.E.
Atlanta, Georgia 30309
July 23, 1998
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