<PAGE> 1
<TABLE>
<S> <C>
As filed with the Securities and Exchange Commission on May 12, 2000 Registration No. 333-________________
====================================================================================================================================
</TABLE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------
T/R SYSTEMS, INC.
(Exact name of issuer as specified in its charter)
Georgia 58-1958870
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1300 Oakbrook Drive
Norcross, Georgia 30093
(Address of principal executive offices) (Zip Code)
-----------
T/R SYSTEMS, INC. 1994 ASSOCIATES STOCK OPTION PLAN
(Full title of the plan)
-----------
Michael E. Kohlsdorf
President and Chief Executive Officer
T/R Systems, Inc.
1300 Oakbrook Drive
Norcross, Georgia 30093
(Name and address of agent for service)
(770) 448-9008
(Telephone number, including area code, of agent for service)
With a copy to:
Lisa A. Stater, Esq.
Jones, Day, Reavis & Pogue
3500 SunTrust Plaza
303 Peachtree Street, N.E.
Atlanta, Georgia 30308-3242
-----------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================================
Proposed maximum Proposed maximum
Title of securities Amount to be Offering price aggregate Amount of
to be registered Registered per share(1) offering price(1) registration fee(2)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 16,697 shares $4.949396 $82,640.065 $ 22
- -----------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value 2,242 shares $13.50 $30,267 $ 8
- -----------------------------------------------------------------------------------------------------------------------------------
Total 18,939 shares $ 30
===================================================================================================================================
</TABLE>
(1) Estimated solely for calculating the amount of the registration
fee pursuant to Rule 457(h) of the Securities Act of 1933, as amended (the
"Act"). With respect to 16,697 of the shares to be registered, which are
subject to outstanding options, the offering price is calculated based on the
weighted average exercise price of those options, and with respect to the
remaining 2,242 shares, upon the average of the high and low sales prices of
the registrant's Common Stock as reported on the Nasdaq National Market on
May 11, 2000, a date within 5 business days prior to the filing of this
Registration Statement.
(2) The registration fee is calculated by multiplying the product of
the proposed maximum offering prices per share and the number of shares to be
registered, by .000264.
===============================================================================
<PAGE> 2
EXPLANATORY NOTE
In accordance with the Note to Part I of Form S-8, the information specified in
Part I of Form S-8 has been omitted from this Registration Statement.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by T/R Systems, Inc. (the "Company")
with the Securities and Exchange Commission (the "Commission") are incorporated
herein by reference:
(a) The Company's annual report on Form 10-K for the fiscal year
ended January 31, 2000;
(b) All other reports filed with the Commission pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since January 31, 2000; and
(c) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A dated January 21, 2000, including the
information incorporated by reference into that registration statement from the
Registration Statement on Form S-1, as amended, File No. 333-88439.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be part hereof from the date of filing such documents.
Item 4. Description of Securities.
Inapplicable.
Item 5. Interests of Named Experts and Counsel.
Inapplicable.
Item 6. Indemnification of Directors and Officers.
Article VII of the Company's Second Restated Articles of
Incorporation (the "Articles of Incorporation") provides that, except to the
extent allowable pursuant to the Georgia Business Corporation Code (the
"Georgia Code"), as such provisions exist from time to time, no director of the
Company shall be liable to the Company or its shareholders for, or with respect
to, any acts or omissions in the performance of his duties as a director. The
Company's Articles of Incorporation further provide that in discharging the
duties of their respective positions and in determining what is believed to be
in the best interests of the Company, the Board of Directors, committees of the
Board of Directors, and individual directors, in addition to considering the
effects of any action on the Company or its shareholders, may consider the
interests of the employees, customers, suppliers, and creditors of the Company
and its subsidiaries, the communities in which offices or other establishments
of the Company and its subsidiaries are located, and all other factors such
directors consider pertinent, provided, however, that this provision shall be
deemed solely to grant discretionary authority to the directors and shall not
be deemed to provide to any constituency any right to be considered.
Article VIII of the Articles of Incorporation and Article 8.10 of the
Company's Restated Bylaws (the "Bylaws") provide that the Company shall
indemnify, to the fullest extent permitted by the Georgia Code or any other
laws presently or hereafter in effect, each person who is or was or had agreed
to become a director or officer of the Company or is or was serving or had
agreed to serve at the request of the Board of Directors or an officer of the
Company as an employee or agent of the Company, as a director, officer,
employee or agent of another corporation or of a partnership, joint venture,
trust or other enterprise, including the heirs, executors, administrators or
estate of such person. The right to indemnification conferred by Article 8.10
of the Company's Bylaws is a contract right and includes the right to be paid
by the Company the expenses incurred in defending any such proceeding in
advance of its final disposition; provided, however, that, if the Georgia Code
requires, the payment of such expenses incurred
2
<PAGE> 4
by a director or officer in his or her capacity as a director or officer (and
not in any other capacity in which service was or is rendered by such person
while a director or officer, including, without limitation, service to an
employee benefit plan) in advance of the final disposition of a proceeding,
shall be made only upon delivery to the Company of an undertaking, by or on
behalf of such director or officer, to repay all amounts so advanced if it
shall ultimately be determined that such director or officer is not entitled to
be indemnified.
The Georgia Code provides that a company may indemnify an individual
who was or is a party to a proceeding because he is or was a director or
officer against liability incurred in the proceeding if he acted in a manner he
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 had no reasonable
cause to believe his conduct unlawful. The termination of a proceeding by
judgment, order, settlement, conviction, or a plea of nolo contendere or its
equivalent is not, of itself, determinative that the director or officer did
not meet the standard of conduct set forth in the Georgia Code. However, no
indemnification shall be made of an officer or director in connection with a
proceeding by or in the right of the company in which the director or officer
was adjudged liable to the company or in connection with any other proceeding
in which he was adjudged liable on the basis that personal benefit was
improperly received by him. Indemnification in connection with a proceeding by
or in the right of the company is limited to reasonable expenses incurred in
connection with the proceeding.
The Georgia Code further provides that a company shall not indemnify
an officer or director unless authorized in the specific case upon a
determination that indemnification of the director or officer is permissible in
the circumstances because he has met the applicable standard of conduct set
forth above and prescribes the persons who may make such determination.
To the extent that a director or officer has been successful, on the
merits or otherwise, in defense of any proceeding to which he was a party or in
defense of any claim, issue or matter therein, he shall be indemnified against
reasonable expenses (including attorneys' fees) incurred by him in connection
therewith. The Company shall pay for the reasonable expenses incurred by a
director or officer who is a party to a proceeding in advance of the final
disposition of the proceeding if the director or officer furnishes the Company
notice as required under that director's or officer's indemnification
agreement, if one exists, a written affirmation of his good faith belief that
he has met the standard of conduct set forth above, and the director or officer
furnishes the Company a written undertaking, executed personally or on his
behalf, to repay any advances if it is ultimately determined that he is not
entitled to indemnification by the Company as authorized in Article 8.10 of the
Company's Bylaws.
The Company has entered into agreements dated March 4, 1994 with E.
Neal Tompkins and Charles H. Phipps, directors of the Company, which obligate
the Company to indemnify each such director to the fullest extent permitted by
Georgia law if such director acted in a manner he believed in good faith to be
in or not opposed to the best interests of the Company, or in any criminal
action, if such director had no reasonable cause to believe his conduct giving
rise to such action was unlawful (the "Indemnification Agreements"). The right
to indemnification under the Indemnification Agreements is in addition to, and
not in lieu of, any other rights to indemnification such directors may have.
Pursuant to the terms of the Indemnification Agreements, for the purposes of
pursuing his rights to indemnification, the director must submit a sworn
statement of a request for indemnification to the Company and shall present to
the Company reasonable evidence of all expenses for which payment is requested.
The Company maintains insurance for its directors and officers of
$10,000,000.
Item 7. Exemption from Registration Claimed.
Inapplicable.
3
<PAGE> 5
Item 8. Exhibits.
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C>
4 T/R Systems, Inc. 1994 Associates Stock Option Plan
5 Opinion of Jones, Day, Reavis & Pogue re: legality
23.1 Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5)
23.2 Consent of Deloitte & Touche LLP, independent auditors
24 Power of Attorney (included in the signature page)
</TABLE>
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
registration statement;
(iii) to include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that sub-paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the registration statement is on Form S-3 or
Form S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference 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 or 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 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to 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 that time shall be deemed to be
the initial bona fide offering thereof.
4
<PAGE> 6
(c) 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 Securities Act of 1933 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 of 1933
and will be governed by the final adjudication of such issue.
5
<PAGE> 7
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 11 day of
May, 2000.
T/R SYSTEMS, INC.
By: /s/ Michael E. Kohlsdorf
---------------------------------------------
Michael E. Kohlsdorf
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints, Michael E. Kohlsdorf and Lyle W.
Newkirk, jointly and severally, each in his own capacity, his true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this Registration Statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that each of said
attorneys-in-fact and agents, or his substitute or substitutes, 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 by the following persons in the
capacities and on the date indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Michael E. Kohlsdorf President and Chief Executive Officer
- --------------------------------- (Principal Executive Officer) May 11, 2000
Michael E. Kohlsdorf
Vice President, Chief Financial Officer,
/s Lyle W. Newkirk Secretary and Treasurer (Principal Financial
- --------------------------------- and Accounting Officer) May 11, 2000
Lyle W. Newkirk
/s/ Charles H. Phipps
- --------------------------------- Director May 11, 2000
Charles H. Phipps
- --------------------------------- Director
C. Harold Gaffin
</TABLE>
6
<PAGE> 8
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Philip T. Gianos
- --------------------------------- Director May 11, 2000
Philip T. Gianos
/s/ Kevin J. McGarity
- --------------------------------- Director May 11, 2000
Kevin J. McGarity
/s/ Peter S. Sealey
- --------------------------------- Director May 5, 2000
Peter S. Sealey
/s/ E. Neal Tompkins
- --------------------------------- Director May 11, 2000
E. Neal Tompkins
</TABLE>
7
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
4 T/R Systems, Inc. 1994 Associates Stock Option Plan
5 Opinion of Jones, Day, Reavis & Pogue re: legality
23.1 Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5)
23.2 Consent of Deloitte & Touche, independent public accountants
24 Power of Attorney (included in signature page)
</TABLE>
8
<PAGE> 1
EXHIBIT 4
- -------------------------------------------------------------------------------
T/R SYSTEMS, INC.
1994 ASSOCIATES STOCK OPTION PLAN
OCTOBER 25, 1994
- -------------------------------------------------------------------------------
<PAGE> 2
T/R SYSTEMS, INC.
1994 ASSOCIATES STOCK OPTION PLAN
SECTION 1. Purpose.
The T/R Systems, Inc. 1994 Associates Stock Option Plan (the "Plan") is
intended to provide a means for T/R Systems, Inc. (the "Company") to attract
and retain qualified nonemployee associates and to encourage such persons to
become owners of common stock of the Company in order to increase their
interest in the Company's long-term success.
SECTION 2. Definitions.
For purposes of the Plan, the following terms shall be defined as set
forth below:
(a) "Board" means the Board of Directors of the Company.
(b) "Company" means T/R Systems, Inc., a corporation organized
under the laws of the State of Georgia, or any successor corporation.
(c) "Fair Market Value" shall mean (i) the closing sales price
of the stock first preceding the time at which Fair Market Value is to be
determined on the national securities exchange having the greatest volume of
trading in the stock during the 30-day period immediately preceding that time
as reported in The Wall Street Journal; (ii) if the stock is not listed or
admitted to trade on any national securities exchange, the closing sales price
of the stock first preceding the time at which Fair Market Value is to be
determined, as quoted in the National Association of Securities Dealers
Automated Quotation (NASDAQ) National Market Reporting System, or any successor
system, as reported in The Wall Street Journal; (iii) if the stock is not
listed or admitted to trade on any national securities exchange and is not
quoted on the NASDAQ National Market Reporting System, the average of the
closing bid and asked sales prices of the stock on the over-the counter market
first preceding the time at which Fair Market Value is to be determined, as
quoted on NASDAQ or such other national reporting service, as reported in The
Wall Street Journal; or (iv) if the stock is not listed or admitted to trade on
a national securities exchange, is not quoted on the NASDAQ National Market
Reporting System and if the bid and asked sales prices for the stock are not
furnished by the National Association of Securities Dealers, Inc. or a similar
organization, the Fair Market Value established by the Board for purposes of
granting Options under the Plan based on such relevant facts, which may include
opinions of independent experts, as may be available to the Board.
(d) "Associate" means a person who is not an employee of the
Company or any Subsidiary and who is either (i) a member of the Board, or (ii)
is designated by the Board as an Associate of the Company by reason of his
relationship to the Company as a consultant or advisor. An Associate who is a
member of the Board shall be deemed to cease to be an Associate, for all
purposes hereunder, on the date on which he ceases to be a member of the Board.
An Associate who is an Associate due to his designation as such by the Board by
reason of his relationship to the Company as a consultant or advisor shall be
deemed to cease to be an Associate, for all purposes hereunder, should the
Board determine in its sole discretion that due to the cessation or curtailment
of his relationship with the Company as an advisor or consultant that he no
longer be deemed an Associate hereunder.
(e) "Optionee" means an Associate who has been granted a Stock
Option under the Plan.
(f) "Plan" means the T/R Systems, Inc. 1994 Associates Stock
Option Plan as hereinafter amended from time to time.
(g) "Stock" or "Shares" means the common stock of the Company,
par value $.01 per share.
(h) "Stock Option" or "Option" means any option to purchase
shares of Stock granted pursuant to Section 5.
10
<PAGE> 3
(i) "Stock Option Agreement" means a written document evidencing
an Option grant by the Company to the Optionee.
(j) "Subsidiary" means any corporation (other than the Company)
in an unbroken chain of corporations beginning with the Company if each of the
corporations (other than the last corporation in the unbroken chain) owns stock
possessing 50% or more of the total combined voting power of all classes of
stock of one of the other corporations in the chain.
SECTION 3. Administration.
The Plan shall be administered by the Board. The Board shall
have the authority to adopt, alter and repeal such administrative rules,
guidelines and practices governing the Plan as it shall, from time to time,
deem advisable; to interpret the terms and provisions of the Plan and any Stock
Option granted and any agreements, notifications or other documents relating
thereto; and to otherwise supervise the administration of the Plan.
All decisions made by the Board pursuant to the provisions
hereof shall be made in the Board's sole discretion and shall be final and
binding on all persons. No member of the Board shall be liable for any such
decisions made in good faith.
SECTION 4. Stock Subject to Plan.
The number of shares of Stock that may be issued under the Plan
shall be determined as follows:
(a) Maximum Number. The maximum number of shares of Stock
reserved and available for distribution pursuant to Stock Options hereunder
shall be 50,000 shares. Such shares may consist, in whole or in part, of
authorized and unissued shares or treasury shares. If any Stock Option granted
hereunder expires or terminates without having been exercised in full, the
shares remaining subject to such Option shall again be available for
distribution in connection with future awards under the Plan.
(b) Adjustments. If the outstanding shares of Stock are
increased, decreased or changed into, or exchanged for, a different number or
kind of shares or securities of the Company through a reorganization or merger
in which the Company is the surviving entity, or through a combination,
recapitalization, reclassification, stock split, stock dividend, stock
consolidation or otherwise, an appropriate adjustment shall be made in the
number and kind of shares that may be issued pursuant to Options. A
corresponding adjustment to the consideration payable with respect to Options
granted prior to any such change shall also be made. Any such adjustment,
however, shall be made without change in the total payment, if any, applicable
to the portion of the Option not exercised but with a corresponding adjustment
in the price for each share.
Upon the dissolution or liquidation of the Company, or upon a
reorganization, merger or consolidation of the Company with one or more
corporations as a result of which the Company is not the surviving corporation,
the Plan shall terminate, and any outstanding Options shall terminate and be
forfeited. Notwithstanding the foregoing, the Board may provide in writing in
connection with, or in contemplation of, any such transaction for any or all of
the following alternatives (separately or in combinations): (i) for the
assumption by the successor corporation of the Options theretofore granted or
the substitution by such corporation for such options of options covering the
stock of the successor corporation, or a parent or subsidiary thereof, with
appropriate adjustments as to the number and kind of shares and prices; (ii)
for the continuance of the Plan by such successor corporation in which event
the Plan and the Options shall continue in the manner and under the terms so
provided; or (iii) for the payment in cash or shares of Stock in lieu of and in
complete satisfaction of such Options.
In adjusting Options to reflect the changes described in this
Section 4(b), or in determining that no such adjustment is necessary, the Board
may rely upon the advice of independent counsel and accountants of the Company,
and the determination of the Board shall be conclusive. No fractional shares of
stock shall be issued under this Plan on account of any such adjustment.
SECTION 5. Grant of Options.
Subject to the express provisions of this Plan, the Board shall
determine those individuals to whom Stock Options under the Plan shall be
granted, the terms of Stock Options (which need, not be identical) and the
number of shares of Stock subject to each Option. Each option shall be subject
to the terms and conditions set
11
<PAGE> 4
forth in the Plan and such other terms and conditions established by the Board
as are not inconsistent with the purpose and provisions of the Plan.
SECTION 6. Stock Option Agreement.
Each grant under Section 5 above shall be evidenced by a Stock
Option Agreement in substantially the form of Exhibit A hereto. The terms of
each such Stock Option Agreement shall be as follows:
(a) Right to Exercise. The Option (until terminated as hereafter
provided) shall become exercisable, in whole or in part, as determined by the
Board, on the date or dates specified in the Option Agreement which date(s)
shall not be earlier than six months after the Option Date and thereafter shall
remain exercisable until the expiration or earlier termination of the
Optionee's Option.
(b) Exercise. The exercise price of the Option shall be
determined by the Board on the date the option is granted. The exercise price
shall be payable (i) in cash or by check acceptable to the Company, (ii) by
actual or constructive transfer to the Company of shares of nonforfeitable,
unrestricted Stock having a Fair Market Value at the time of exercise equal to
the option price, or (iii) by a combination of such methods of payment.
(c) Termination. The Option shall terminate on the earliest of
the following dates:
(i) Three months after the date on which the Optionee
ceases to be an Associate of the Company (during which period the option shall
be exercisable only to the extent exercisable on the date of termination),
unless he or she ceases to be an Associate of the Company by reason of death;
(ii) One year after the death of the Optionee if the
Optionee dies while an Associate of the Company; or
(iii) Ten years from the date on which the Option was
granted.
(d) Nontransferability. The Option shall not be transferable by
the Optionee otherwise than by will or the laws of descent and distribution and
be exercisable during the lifetime of the optionee only by him or her or by his
or her guardian or legal representative.
(e) Rights as Stockholder. The Optionee shall have the rights of
a stockholder with respect to the Stock subject to the Option only to the
extent that the Optionee has exercised the Option in accordance with its terms.
The Option shall not be exercisable if such exercise would involve a violation
of any applicable Federal or state securities law.
SECTION 7. General Provisions.
(a) The Board may require a person purchasing Stock pursuant to
a Stock Option under the Plan to represent and to agree with the Company in
writing that such person is acquiring the shares without a view to distribution
thereof. The certificates for such shares may include any legend which the
Board deems appropriate to reflect any restrictions on transfer.
All certificates for shares of Stock or other securities
delivered under the Plan shall be subject to such stop-transfer orders and
other restrictions as the Board may deem advisable under the rules, regulations
and other requirements of the Securities and Exchange Commission, any stock
exchange upon which the Stock is then listed and any applicable Federal or
state securities law, and the Board may cause a legend or legends to be put on
any such certificates to make appropriate reference to such restrictions.
(b) The Plan and all awards made and actions taken thereunder
shall be governed by and construed in accordance with the laws of the State of
Georgia.
(c) The Company shall not be required to issue any fractional
share of Stock pursuant to this Plan. The Board may provide for the elimination
of fractions or for the settlement of fractions for cash.
SECTION 8. Amendment of the Plan.
The Board may suspend or terminate the Plan at any time and may
amend the Plan from time to time in any respect the Board may deem to be in the
best interests of the Company.
12
<PAGE> 5
SECTION 9. Effective Date of Plan.
The Plan shall be effective on the date of its adoption by the
Board, subject to the approval of the Plan by a majority of the votes cast by
the holders of the Company's Stock. Any grants made under the Plan prior to
such approval shall be effective when made but shall be conditional upon, and
subject to, such stockholder approval.
SECTION 10. Term of Plan.
No Stock Option shall be granted pursuant to the Plan on or
after the tenth anniversary of the effective date of the Plan, but Options
granted prior to such tenth anniversary may extend beyond that date.
13
<PAGE> 1
EXHIBIT 5
JONES, DAY, REAVIS & POGUE
303 Peachtree Street, N.E.
3500 SunTrust Plaza
Atlanta, Georgia 30308
May 11, 2000
T/R Systems, Inc.
1300 Oakbrook Parkway
Norcross, Georgia 30093
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to T/R Systems, Inc., a Georgia corporation
(the "Company"), in connection with the registration by the Company of up to
18,939 shares of common stock, par value $0.01 per share ("Common Stock") to be
issued in accordance with the Company's 1994 Associates Stock Option Plan (the
"Plan") pursuant to the Company's Registration Statement on Form S-8 filed with
the Securities and Exchange Commission (the "Registration Statement") to which
this opinion appears as Exhibit 5.
As counsel for the Company, we have examined such documents, records
and matters of law as we have deemed necessary for purposes of this opinion. We
have assumed, without independent verification, the genuineness and
authorization of all signatures and the conformity to the originals of all
copies submitted to us or inspected by us as certified, conformed or
photostatic copies. Based on such examination, we are of the following opinion:
The Common Stock, when issued in the manner contemplated by the Plan,
will be validly issued, fully paid and nonassessable.
In rendering the foregoing opinion, our examination of matters of law
has been limited to the laws of the State of Georgia and the federal laws of
the United States of America, as in effect on the date hereof.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ Jones, Day, Reavis & Pogue
------------------------------
JONES, DAY, REAVIS & POGUE
14
<PAGE> 1
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
T/R Systems, Inc. on Form S-8 of our report dated March 10, 2000 appearing in
the Annual Report on Form 10-K of T/R Systems, Inc. for the fiscal year ended
January 31, 2000.
/s/ Deloitte & Touche LLP
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DELOITTE & TOUCHE LLP
May 12, 2000
15
