<PAGE> 1
As filed with the Securities and Exchange Commission on December 30, 1999
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EDUTREK INTERNATIONAL, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Georgia 58-2255472
- --------------------------------- -------------------------------
(State or other jurisdiction (I.R.S. Employer Identification
of incorporation or organization) Number)
6600 Peachtree-Dunwoody Road, Embassy Row 500, Atlanta, Georgia 30328
---------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
1999 EMPLOYEE STOCK PURCHASE PLAN
---------------------------------
(Full Title of the Plan)
Steve Bostic
Chairman and Chief Executive Officer
6600 Peachtree-Dunwoody Road, Embassy Row 500
Atlanta, Georgia 30328
(404) 965-8000
-------------------------------------------
(Name, address, telephone number, including
area code, of agent for service)
----------------------
Copies Requested to:
Arthur J. Schwartz, Esq.
Smith, Gambrell & Russell, LLP
1230 Peachtree Street, N.E., Suite 3100
Atlanta, Georgia 30309
(404) 815-3500
----------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===========================================================================================
Title of Proposed Proposed Maximum
Securities Maximum Aggregate
to be Amount to be Offering Price Offering Amount of
Registered Registered Per Share(1) Price(1) Registration Fee
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Options and
Shares of no 500,000 $1.00 $500,000 $132
par value Class Shares
A Common Stock
- -------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) based upon the average of the high and low reported
prices of the Common Stock on December 28, 1999.
================================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed below are hereby incorporated by reference into
this Registration Statement, and all documents subsequently filed by the
Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities and
Exchange Act of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of
filing such documents:
1. The Company's Annual Report on Form 10-K for the transition period ended
December 31, 1998;
2. The Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
1999;
3. The Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
1999;
4. The Company's Quarterly Report on Form 10-Q for the quarter ended September
30, 1999; and
5. The description of the Company's Class A Common Stock contained in the
Company's Registration Statement on Form 8-A as filed with the Commission
on August 22, 1997 and declared effective by the Commission on September
23, 1999.
ITEM 4. DESCRIPTION OF SECURITIES.
No response is required to this item.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
No response is required to this item.
II-1
<PAGE> 3
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
As provided under Georgia law, the Company's Articles of Incorporation
provide that a Director shall not be personally liable to the Company or its
shareholders for monetary damages, for breach of duty of care or any other
fiduciary duty owed to the Company as a Director, except that such provisions
shall not eliminate or limit the liability of a Director for (a) any
appropriation, in violation of his or her duties, of any business opportunity
of the Company; (b) acts or omissions that involve intentional misconduct or a
knowing violation of law; (c) the types of liability set forth in Section
14-2-832 of the Georgia Business Corporation Code; or (d) any transaction from
which the Director received an improper personal benefit. If applicable law is
amended to authorize corporate action further eliminating or limiting the
liability of Directors, then the liability of each Director of the Company
shall be eliminated or limited to the fullest extent permitted by applicable
law. Article VI of the Company's Bylaws provides that the Company shall
indemnify a Director who has been successful in the defense of any proceeding
to which he or she was a party or in defense of any claim, issue or matter
therein because he or she is or was a Director of the Company, against
reasonable expenses incurred by him or her in connection with such defense.
The Company's Bylaws also provide that the Company may indemnify any
Director, officer, employee or agent made a party to a proceeding because he or
she is or was a Director, officer, employee or agent against liability incurred
in the proceeding if he or she acted in a manner he or she believed in good
faith to be in or not opposed to the best interests of the Company and, in the
case of any criminal proceeding, he or she had no reasonable cause to believe
his or her conduct was unlawful. Determination concerning whether or not the
applicable standard of conduct has been met can be made by (a) a disinterested
majority of the Board of Directors; (b) a majority of a committee of
disinterested Directors; (c) independent legal counsel; or (d) an affirmative
vote of a majority of shares held by disinterested shareholders. No
indemnification may be made to or on behalf of a Director, officer, employee or
agent (1) in connection with a proceeding by or in the right of the Company in
which such person was adjudged liable to the Company, or (2) in connection with
any other proceeding in which such person was adjudged liable on the basis that
personal benefit was improperly received by him or her.
The Company may, if authorized by its shareholders by a majority of
votes which would be entitled to be cast in a vote to amend the Company's
Articles of Incorporation, indemnify or obligate itself to indemnify a
Director, officer, employee or agent made a party to a proceeding, including a
proceeding brought by or in the right of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
No response to this item is required.
ITEM 8. EXHIBITS.
The following exhibits are filed with this Registration Statement.
II-2
<PAGE> 4
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------
<S> <C>
5.1 Opinion of Smith, Gambrell & Russell, LLP.
10.1 EduTrek International, Inc. 1999 Employee Stock Purchase Plan.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Smith, Gambrell & Russell, LLP (contained in their
opinion filed as Exhibit 5.1).
24.1 Powers of Attorney (contained on the signature page to this
Registration Statement).
</TABLE>
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement 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;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 any liability under the Securities Act of 1933, each filing of the
Registrant's Annual Report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 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 the time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, 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 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,
II-3
<PAGE> 5
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 Act and will be governed by the final
adjudication of such issue.
II-4
<PAGE> 6
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 the 23rd day of
December, 1999.
EDUTREK INTERNATIONAL, INC.
By: /s/ Steve Bostic
------------------------------------
Steve Bostic
Chairman and Chief Executive Officer
(Principal Executive Officer)
By: /s/ David J. Horn
------------------------------------
David J. Horn
Chief Financial Officer
(Principal Financial and Accounting
Officer)
<PAGE> 7
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Steve Bostic and David J. Horn, his true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution for him, in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, including a
Registration Statement filed under Rule 462(b) of the Securities Act of 1933,
as amended, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises as fully and to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents may lawfully 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 below by the following persons in the
capacities indicated and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Steve Bostic Chairman of the Board and December 23, 1999
- ------------------------ Chief Executive Officer
Steve Bostic
/s/ Paul D. Beckham Director December 22, 1999
- -----------------------
Paul D. Beckham
/s/ Fred C. Davison Director December 24, 1999
- -----------------------
Fred C. Davison
/s/ Gaylen D. Kemp Director December 26, 1999
- -----------------------
Gaylen D. Kemp
/s/ J. Robert Fitzgerald Director December 23, 1999
- -----------------------
J. Robert Fitzgerald
/s/ Ronald P. Hogan Director December 22, 1999
- -----------------------
Ronald P. Hogan
/s/ Gerald Tellefsen Director December 23, 1999
- -----------------------
Gerald Tellefsen
</TABLE>
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- -------- ----------------------
<S> <C>
5.1 Opinion of Smith, Gambrell & Russell, LLP.
10.1 EduTrek International, Inc. 1999 Employee Stock Purchase Plan.
23.1 Consent of Deloitte & Touche LLP.
</TABLE>
<PAGE> 1
SMITH, GAMBRELL & RUSSELL, LLP
ATTORNEYS AT LAW
Telephone SUITE 3100, PROMENADE II WEBSITE
(404) 815-3500 1230 PEACHTREE STREET, N.E. WWW.SGRLAW.COM
facsimile ATLANTA, GEORGIA 30309-3592
(404) 815-3509
--------
ESTABLISHED 1893
Exhibit 5.1
December 29, 1999
Board of Directors
EduTrek International, Inc.
6600 Peachtree-Dunwoody Road
Embassy Row 500
Atlanta, Georgia 30328
RE: EduTrek International, Inc.
Registration Statement on Form S-8
500,000 Shares of no par value
Class A Common Stock
1999 Employee Stock Purchase Plan
Ladies and Gentlemen:
We have acted as counsel for EduTrek International, Inc. (the
"Company") in connection with the registration of 500,000 shares of its no par
value Class A Common Stock (the "Shares") reserved to the Company's 1999
Employee Stock Purchase Plan (the "Plan"), pursuant to a Registration Statement
on Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended,
covering the Shares.
In connection therewith, we have examined the following:
(1) The Articles of Incorporation of the Company, certified by the
Secretary of State of the State of Georgia;
(2) The Bylaws of the Company, certified as complete and correct by
the Secretary of the Company;
(3) The minute book of the Company, certified as correct and complete
by the Secretary of the Company; and
<PAGE> 2
EduTrek International, Inc.
December 29, 1999
Page Two
(4) The Registration Statement, including all exhibits thereto.
Based upon such examination and upon examination of such other
instruments and records as we have deemed necessary, we are of the opinion that
the Shares covered by the Registration Statement have been legally authorized
and when issued in accordance with the terms described in said Registration
Statement, will be validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
aforementioned Registration Statement on Form S-8 and to the reference to this
firm under the caption "Legal Matters" in the Prospectus. In giving this
consent, we do not thereby admit that we come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, or the
rules and regulations of the Securities and Exchange Commission thereunder.
Sincerely,
SMITH, GAMBRELL & RUSSELL, LLP
/s/ Arthur Jay Schwartz
------------------------------
Arthur Jay Schwartz
<PAGE> 1
EXHIBIT 10.1
EDUTREK INTERNATIONAL, INC.
1999 EMPLOYEE STOCK PURCHASE PLAN
EduTrek International, Inc. (the "Company") does hereby establish its
1999 Employee Stock Purchase Plan as follows:
1. Purpose of the Plan. The purpose of this Plan is to provide
eligible employees who wish to become shareholders in the Company a convenient
method of doing so. It is believed that employee participation in the ownership
of the business will be to the mutual benefit of both the employees and the
Company. It is the intention of the Company to have the Plan qualify as an
"employee stock purchase plan" under Section 423 of the Internal Revenue Code
of 1986, as amended (the "Code"). Accordingly, the provisions of the Plan shall
be construed so as to extend and limit participation in a manner consistent
with the requirements of that Section of the Code.
2. Definitions.
2.1 "Base pay" means regular straight time earnings, plus review
cycle bonuses and overtime payments, payments for incentive compensation, and
other special payments except to the extent that any such item is specifically
excluded by the Board of Directors of the Company (the "Board"); provided that
any such specific inclusion by the Board shall be consistent with the
provisions of Section 8.3 hereof.
2.2 "Account" shall mean the funds accumulated with respect to an
individual employee as a result of deductions from his paycheck for the purpose
of purchasing stock under this Plan. The funds allocated to an employee's
account shall remain the property of the respective employee at all times but
may be commingled with the general funds of the Company.
2.3 "Subsidiary" shall mean a subsidiary corporation as defined in
Code Section 424(f).
3. Employees Eligible to Participate. Any employee of the Company or
any of its Subsidiaries who is in the employ of the Company or a Subsidiary on
an offering commencement date is eligible to participate in that offering,
except (a) employees whose customary employment is less than 20 hours per week,
and (b) employees whose customary employment is for not more than five months
in any calendar year.
4. Offerings. There will be eleven separate consecutive six-month
offerings pursuant to the Plan. The first offering shall commence on July 1,
1999 and shall end on December 31, 1999. Thereafter, offerings shall commence
on each subsequent January 1 and July 1, and the final offering under this Plan
shall commence on July 1, 2004 and terminate on December 31, 2004.
Participation in one offering under the Plan shall neither limit, nor require,
participation in any other offering.
5. Price. The purchase price per share shall be the lesser of (1) 85%
of the fair market value of the stock on the offering date; or (2) 85% of the
fair market value of the stock on the last business day of the offering or, in
each case, if no shares of the stock were traded on that day, on the last day
prior thereto on which shares of the stock were traded. Fair market value shall
mean the closing bid price as reported on the National Association of
Securities Dealers Automated Quotation System or, if the stock is traded on a
stock exchange, the closing price for the stock on the principal such exchange.
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<PAGE> 2
6. Offering Date. The "offering date" as used in this Plan shall be
the commencement date of the offering, if such date is a regular business day,
or the first regular business day following such commencement date if such
commencement date is not a regular business day. A different date may be set by
resolution of the Board prior to the commencement of the applicable offering.
7. Number of Shares to be Offered. The maximum number of shares that
will be offered under the Plan is 500,000 shares. The shares to be sold to
participants under the Plan will be Common Stock Class A of the Company and
may, at the election of the Company, be either treasury shares or shares
originally issued for such purpose. If the total number of shares for which
options are to be granted on any date in accordance with Section 10 exceeds the
number of shares then available under the Plan (after deduction of all shares
for which options have been exercised or are then outstanding), the Company
shall make a pro rata allocation of the shares remaining available in as nearly
a uniform manner as shall be practicable and as it shall determine to be
equitable. In such event, the payroll deductions to be made pursuant to the
authorizations therefor shall be reduced accordingly and the Company shall give
written notice of such reduction to each employee affected thereby. All shares
of stock for which options granted hereunder expire unexercised shall continue
to be reserved for the Plan and shall be available for inclusion in any
subsequent offering under the Plan.
8. Participation.
8.1 Options to purchase the Company's stock under the Plan shall be
granted only to employees who are eligible to participate in the Plan in
accordance with Section 3 hereof. An eligible employee may become a participant
by completing an Enrollment Agreement for the applicable offering provided by
the Company and filing it with Human Resources prior to the commencement date
of the offering to which it relates.
8.2 Payroll deductions for a participant shall commence on the
offering date, and shall end on the termination date of such offering unless
earlier terminated by the employee as provided in Paragraph 14.
8.3 With respect to any offering hereunder, each participating
eligible employee shall have the same rights and privileges subject to the
limitations set forth in Section 21 hereof; provided, that the use of base pay
(which varies among eligible employees) as the basis for determining the number
of shares for which an eligible employee may be granted an option shall not be
construed to create a difference in such rights and privileges so long as each
eligible employee has the right to elect the same percentage of his base pay as
a payroll deduction under Section 9.1 hereof.
9. Payroll Deductions.
9.1 At the time a participant files his authorization for a payroll
deduction, he shall elect to have deductions made from his pay on each payday
during the time he is a participant in the applicable offering at the rate of
2%, 4%, 6%, 8%, or 10% of his base pay during the applicable offering period.
9.2 All payroll deductions made for a participant shall be credited
to his account under the Plan. A participant may not make any separate cash
payment into such account nor may payment for shares be made other than by
payroll deduction.
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<PAGE> 3
9.3 A participant may discontinue his participation in the Plan as
provided in Section 14, but no other change can be made during an offering and,
specifically, a participant may not alter the rate of his payroll deductions
for that offering.
10. Granting of Option. Subject to the limitations set forth below in
this Section 10 or in Section 21, on the applicable offering date each eligible
employee participating in an offering shall be granted an option to purchase a
fixed maximum number of shares determined by the following procedure:
Step 1 - Determine (a) the aggregate amount which would be
withheld from the eligible employee's pay during the
applicable offering (assuming for this purpose that the
rate of base pay in effect for such eligible employee on
such offering date remains applicable throughout the
offering) in accordance with such eligible employee's
authorization for a payroll deduction;
Step 2 - Determine the figure which represents 85% of the fair
market value of a share of the Company's stock on the
offering date as provided in Section 5 hereof;
Step 3 - Divide the figure determined in Step 1 by the figure
determined in Step 2 and round off the quotient to the
nearest whole number. Subject to the limitations set forth
herein, this final figure shall be the fixed maximum
number of shares for which the eligible employee shall be
granted an option to purchase under the applicable
offering.
11. Exercise of Option. Each employee who continues to be a participant
in an offering on the last business day of that offering shall be deemed to
have exercised his option on such date and shall be deemed to have purchased
from the Company such number of full shares of common stock reserved for the
purpose of the Plan as his accumulated payroll deductions on such date will pay
for at the option price. No option granted hereunder may be exercised after the
end of the offering period with respect to which such option was granted.
12. Employee's Rights as a Shareholder. No participating employee shall
have any right as a shareholder with respect to any shares until the shares
have been purchased in accordance with Section 11 above and the stock has been
issued by the Company.
13. Evidence of Stock Ownership.
13.1 Promptly following the end of each offering, the number of
shares of common stock purchased by each participant shall be deposited into an
account established in the participant's name at a stock brokerage or other
financial services firm designated by the Company (the "ESPP Broker").
13.2 The participant may direct, by written notice to the Company
at the time of his enrollment in the Plan, that his ESPP Broker account be
established in the names of the participant and one other person designated by
the participant, as joint tenants with right of survivorship, tenants in
common, or community property, to the extent and in the manner permitted by
applicable law.
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<PAGE> 4
13.3 A participant shall be free to undertake a disposition (as
that term is defined in Section 424(c) of the Code) of the shares in his
account at any time, whether by sale, exchange, gift, or other transfer of
legal title, but in the absence of such a disposition of the shares, the shares
must remain in the participant's account at the ESPP Broker until the holding
period set forth in Section 423(a) of the Code has been satisfied. With respect
to shares for which the Section 423(a) holding period has been satisfied, the
participant may move those shares to another brokerage account of participant's
choosing or request that a stock certificate be issued and delivered to him.
13.4 A participant who is not subject to payment of U.S. income
taxes may move his shares to another brokerage account of his choosing or
request that a stock certificate be issued and delivered to him at any time,
without regard to the satisfaction of the Section 423(a) holding period.
14. Withdrawal.
14.1 An employee may withdraw from an offering, in whole but not in
part, at any time prior to the last business day of such offering by delivering
a Withdrawal Notice to the Company, in which event the Company will refund the
entire balance of his deductions as soon as practicable thereafter.
14.2 To re-enter the Plan, an employee who has previously withdrawn
must file a new Enrollment Agreement in accordance with Section 8.1. The
employee's re-entry into the Plan will not become effective before the
beginning of the next offering following his withdrawal, and if the withdrawing
employee is an officer of the Company within the meaning of Section 16 of the
Securities Exchange Act of 1934, the employee may not re-enter the Plan before
the beginning of the second offering following his withdrawal.
15. Refund of Account Balance. At the termination of each offering, the
balance, if any, of each employee's account remaining after the payment of the
exercise price for options exercised as provided herein shall be refunded to
him.
16. Interest. No interest will be paid or allowed on any money in the
accounts of participating employees.
17. Rights Not Transferable. No employee shall be permitted to sell,
assign, transfer, pledge, or otherwise dispose of or encumber either the
payroll deductions credited to his account or any rights with regard to the
exercise of an option or to receive shares under the Plan other than by will or
the laws of descent and distribution, and such right and interest shall not be
liable for, or subject to, the debts, contracts, or liabilities of the
employee. If any such action is taken by the employee, or any claim is asserted
by any other party in respect of such right and interest whether by
garnishment, levy, attachment or otherwise, such action or claim will be
treated as an election to withdraw funds in accordance with Section 14. Any
option granted hereunder shall, during the lifetime of the eligible employee to
whom such option was granted, be exercisable only by such eligible employee.
18. Termination of Employment. Upon termination of employment for any
reason whatsoever, including but not limited to death or retirement, the
balance in the account of a participating employee shall be paid to the
employee or his estate. Determinations with respect to the employment status of
any employee for purposes of the Plan shall be made in accordance with the
provisions of Treas. Reg. ss.1.421-7(h)
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<PAGE> 5
19. Amendment or Discontinuance of the Plan. The Board shall have the
right to amend, modify, or terminate the Plan at any time without notice,
provided that no employee's existing rights under any offering already made
under Section 4 hereof may be adversely affected thereby, and provided further
that no such amendment of the Plan shall, except as provided in Section 20,
increase above 500,000 shares the total number of shares to be offered or
change the designation of corporations whose employees may be offered options
under the Plan unless shareholder approval is obtained therefor within 12
months of such amendment.
20. Changes in Capitalization. In the event of reorganization,
recapitalization, stock split, stock dividend, combination of shares, merger,
consolidation, offerings of rights, or any other change in the structure of the
common shares of the Company, the Board may make such adjustment, if any, as it
may deem appropriate in the number, kind, and the price of shares available for
purchase under the Plan, and in the number of shares which an employee is
entitled to purchase, in each case, in order to properly reflect the change in
the capitalization of the Company.
21. Share Ownership. Notwithstanding anything herein to the contrary,
no employee shall be granted an option to purchase any shares under the Plan if
such employee, immediately after the grant of such option, owns shares
(including all shares which may be purchased under outstanding options, whether
or not issued under the Plan) possessing 5% or more of the total combined
voting power or value of all classes of shares of the Company or of its parent
or a Subsidiary. For the foregoing purposes the rules of Code Section 424(d)
shall apply in determining share ownership. In addition, no employee shall be
granted an option to purchase shares under the Plan which permits his rights to
purchase shares under all "employee stock purchase plans" of the Company and
its Subsidiary corporations to accrue at a rate which exceeds $25,000 of the
fair market value of such shares (determined at the time such option is
granted) for each calendar year in which any such option is outstanding at any
time.
22. Administration. The Plan shall be administered by the Board. The
Board may delegate any or all of its authority hereunder to such committee of
the Board or officer of the Company as it may designate. The administrator
shall be vested with full authority to make, administer, and interpret such
rules and regulations as it deems necessary to administer the Plan in
accordance with the requirements of Code Section 423 and Section 8.3 hereof,
and any determination, decision, or action of the administrator in connection
with the construction, interpretation, administration, or application of the
Plan shall be final, conclusive, and binding upon all participants and any and
all persons claiming under or through any participant.
23. Notices. All notices or other communications by a participant to
the Company under or in connection with the Plan shall be deemed to have been
duly given when received by Human Resources of the Company or when received in
the form specified by the Company at the location, or by the person, designated
by the Company for the receipt thereof.
24. Termination of the Plan. This Plan shall terminate at the earliest
of the following:
24.1 December 31, 2004;
24.2 The date of the filing of a Statement of Intent to Dissolve by
the Company or the effective date of a merger or consolidation wherein the
Company is not to be the surviving corporation, which merger or consolidation
is not between or among corporations related to the Company. Prior to the
occurrence of either of such events, on such date as the Company may determine,
the Company may permit
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<PAGE> 6
a participating employee to exercise the option to purchase shares for as many
full shares as the balance of his account will allow at the price set forth in
accordance with Section 5. If the employee elects to purchase shares, the
remaining balance of his account will be refunded to him after such purchase.
24.3 The date the Board acts to terminate the Plan in accordance
with Section 19 above.
24.4 The date when all shares reserved under the Plan have been
purchased.
24.5 The date which is twelve months after the date of adoption of
the Plan by the Board if the shareholders of the Company have not before then
approved the Plan.
25. Limitations on Sale of Stock Purchased Under the Plan. The Plan is
intended to provide common stock for investment and not for resale. The Company
does not, however, intend to restrict or influence any employee in the conduct
of his own affairs. An employee, therefore, may sell stock purchased under the
Plan at any time he chooses, subject to compliance with any applicable Federal
or state securities laws. THE EMPLOYEE ASSUMES THE RISK OF ANY MARKET
FLUCTUATIONS IN THE PRICE OF THE STOCK.
26. Governmental Regulation. The Company's obligation to sell and
deliver shares of the Company's common stock under this Plan is subject to the
approval of any governmental authority required in connection with the
authorization, issuance, or sale of such shares.
-6-
<PAGE> 1
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
EduTrek International, Inc. on Form S-8 of our report dated March 25, 1999
appearing in the Annual Report on Form 10-K of EduTrek International, Inc. for
the year ended December 31, 1998. We also consent to the reference to us under
the caption "Experts" in the Prospectus.
/s/ Deloitte & Touche LLP
Atlanta, Georgia
December 29, 1999
