<PAGE> 1
As filed with the Securities and Exchange Commission on September 17, 1999
Registration No. 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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M/A/R/C INC.
(Exact name of registrant as specified in its charter)
TEXAS 75-1781525
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7850 NORTH BELT LINE ROAD
IRVING, TEXAS 75063-6098
(Address of Principal Executive Offices)
THE M/A/R/C GROUP 1997 STOCK OPTION PLAN
(WITH LIMITED STOCK APPRECIATION RIGHTS)
and
COMMON STOCK PURCHASE WARRANTS
(Full title of the plans)
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<TABLE>
<S> <C> <C>
Harold R. Curtis Copy to: Alan J. Perkins, Esq.
Executive Vice President, Gardere & Wynne, L.L.P.
Chief Financial Officer, Secretary and Treasurer 1601 Elm Street
7850 North Belt Line Road Suite 3000
Irving, Texas 75063-6098 Dallas, Texas 75201
(972) 506-3400 (214) 999-4683
</TABLE>
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED(1) SHARE PRICE (1) REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1.00 par value 500,000 shares(2) $14.03125(2) $7,262,264 (2) $2,018.91
- --------------------------------------------------------------------------------------------------------------------------------
Common Stock, $1.00 par value 107,500 shares(3) $15.04(3) $1,616,600 449.41
- --------------------------------------------------------------------------------------------------------------------------------
Totals $2,468.32
================================================================================================================================
</TABLE>
(1) There are also registered hereby such indeterminate number of shares of
Common Stock as may become issuable by reason of the operation of the
anti-dilution provisions of The M/A/R/C Group 1997 Stock Option Plan
(With Limited Stock Appreciation Rights) and the Common Stock Purchase
Warrants.
(2) Calculated pursuant to Rule 457(h), based on the prices at which
outstanding options may be exercised (as to 469,150 shares, which range
from $10.75 per share to $15.25 per share) and the average of the high
and low prices reported for the Common Stock on September 14, 1999 on the
NASDAQ National Market System (as to 30,850 shares for which the exercise
price is not known).
(3) Calculated pursuant to Rule 457(h), based on the prices at which
outstanding warrants may be exercised, which range from $11.00 per share
to $16.00 per share.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10 PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
*Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance
with Rule 428 under the Securities Act of 1933, as amended (the
"Securities Act"), and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed by M/A/R/C Inc. (the "Registrant") with
the Securities and Exchange Commission (the "Commission") are incorporated by
reference in this Registration Statement.
(1) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1998, filed pursuant to Section 13(a)
of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") (File No. 0-13217);
(2) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since December 31, 1998;
and
(3) The description of the Registrant's Common Stock contained in
the Registrant's Registration Statement on Form 8-A, as filed
with the Commission on February 19, 1985, including any
amendments or reports filed for the purpose of updating such
description.
In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant, a Texas corporation, is empowered by Art. 2.02-1 of the
Texas Business Corporation Act (the "TBCA"), subject to the procedures and
limitations stated therein, to indemnify certain persons, including any person
who was, is or is threatened to be made a named defendant or respondent in an
action, suit or proceeding because the person is or was a director or officer,
against judgments, penalties (including excise and similar taxes), fines,
settlements and reasonable expenses (including court costs and attorneys' fees)
actually incurred by the person in connection with the action, suit or
proceeding. The Registrant is required by Art. 2.02-1 to indemnify a director or
officer against reasonable expenses (including court costs and attorneys' fees)
incurred by him in connection with an action, suit or
II-1
<PAGE> 3
proceeding in which he is a named defendant or respondent because he is or was a
director or officer if he has been wholly successful, on the merits or
otherwise, in the defense of the action, suit or proceeding. Article 2.02-1
provides that indemnification pursuant to its provisions is not exclusive of
other rights of indemnification to which a person may be entitled under any
bylaw, agreement, vote of shareholders or disinterested directors, or otherwise.
The Restated Bylaws of the Registrant contain indemnification provisions
consistent with the TBCA. The Restated Articles of Incorporation of the
Registrant provide for indemnification by the Registrant of its directors and
officers to the fullest extent permitted by the TBCA. In addition, the
Registrant has, pursuant to Article 1302-7.06 of the Texas Miscellaneous
Corporation Laws Act, provided in its Restated Articles of Incorporation that,
to the fullest extent permitted by applicable law, a director of the Registrant
shall not be liable to the Registrant or its shareholders for monetary damages
for an act or omission in a director's capacity as director of the Registrant.
The Registrant also maintains an insurance policy insuring its directors and
officers against liability for certain acts and omissions while acting in their
official capacities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 The M/A/R/C Group 1997 Stock Option Plan (With Limited Stock
Appreciation Rights)
4.2 Form of M/A/R/C Inc. Key Employee Incentive Stock Option
Agreement
4.3 Warrant Certificate No. 27
4.4 Warrant Certificate No. 30
4.5 Warrant Certificate No. 31
4.6 Warrant Certificate No. 32
4.7 Warrant Certificate No. 33
5.1 Opinion of Gardere & Wynne, L.L.P.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Gardere & Wynne, L.L.P. (included as part of
Exhibit 5.1)
24.1 Power of Attorney (set forth on the signature pages of this
Registration Statement)
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made of the securities registered hereby, 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
this 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 this Registration
Statement;
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<PAGE> 4
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in this Registration
Statement or any material change to such
information in this Registration Statement;
provided, however, that the undertakings set forth in paragraphs (1)(i)
and (1)(ii) above do not apply if the information required to be
included in a post-effective amendment by these 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 this 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.
The undersigned Registrant hereby further 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 (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 this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
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.
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<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Irving, State of Texas, on September 16, 1999.
M/A/R/C INC.
(Registrant)
By: /s/ Sharon M. Munger
---------------------------------------------
Sharon M. Munger, Chairman of the Board and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears in this Registration Statement in any capacity hereby constitutes and
appoints Sharon M. Munger and Harold R. Curtis and each of them (with full power
in each of them to act alone), his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and 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 the
Securities and Exchange Commission, with all exhibits thereto, and other
documents in connection therewith, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and thing
requisite or desirable.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on September 16, 1999.
<TABLE>
<CAPTION>
Name Title
---- -----
<S> <C>
/s/ Sharon M. Munger Chairman of the Board and Chief Executive Officer
- ------------------------------------------ (Principal Executive Officer)
Sharon M. Munger
/s/ Jack D. Wolf President, Chief Operating Officer and Director
- ------------------------------------------
Jack D. Wolf
/s/ Harold R. Curtis Executive Vice President, Chief Financial Officer,
- ------------------------------------------ Secretary and Treasurer
Harold R. Curtis (Principal Financial and Accounting Officer)
/s/ Cecil B. Phillips Director and Chairman Emeritus
- ------------------------------------------
Cecil B. Phillips
/s/ Elmer L. Taylor, Jr. Director and Vice Chairman of the Board
- ------------------------------------------
Elmer L. Taylor, Jr.
</TABLE>
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<TABLE>
<S> <C>
/s/ Rolan G. Tucker Director
- ------------------------------------------
Rolan G. Tucker
/s/ Edward R. Anderson Director
- ------------------------------------------
Edward R. Anderson
/s/ John H. Friedman Director
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John H. Friedman
/s/ Thomas J. Vacchiano, Jr. Director
- ------------------------------------------
Thomas J. Vacchiano, Jr.
</TABLE>
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<PAGE> 7
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
4.1 The M/A/R/C Group 1997 Stock Option Plan (With
Limited Stock Appreciation Rights)
4.2 Form of M/A/R/C Inc. Key Employee Incentive Stock
Option Agreement
4.3 Warrant Certificate No. 27
4.4 Warrant Certificate No. 30
4.5 Warrant Certificate No. 31
4.6 Warrant Certificate No. 32
4.7 Warrant Certificate No. 33
5.1 Opinion of Gardere & Wynne, L.L.P.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Gardere & Wynne, L.L.P. (included as part
of Exhibit 5.1)
24.1 Power of Attorney (set forth on the signature pages
of this Registration Statement)
</TABLE>
<PAGE> 1
EXHIBIT 4.1
THE M/A/R/C GROUP
1997 STOCK OPTION PLAN
(WITH LIMITED STOCK APPRECIATION RIGHTS)
1. Purpose. The purpose of this Plan is to advance the interest of The
M/A/R/C Group (the COMPANY) by providing an additional incentive to attract and
retain qualified and competent employees and Directors, upon whose efforts and
judgment the success of the Company and its Subsidiaries is largely dependent,
through the encouragement of stock ownership in the Company by employees and
Directors.
2. Definitions. As used herein, the following terms have the meaning
indicated:
(a) BOARD means the Board of Directors of the Company.
(b) COMMITTEE means the Stock Option Committee appointed by
the Board under Section 15 hereof.
(c) DIRECTOR means a member of the Board.
(d) FAIR MARKET VALUE of a Share on any date of reference
shall be the Closing Price on the business day immediately preceding the date,
unless the Committee in its sole discretion determines otherwise in a fair and
uniform manner. Any restriction on a Share shall be disregarded unless by its
terms it does not lapse. For this purpose, the Closing Price of the Shares on
any business day shall be (i) if the Shares are listed or admitted for trading
on any United States national securities exchange, the last reported sale price
of Shares on the exchange as reported in any newspaper of general circulation,
(ii) if Shares are not traded on any United States national securities exchange
but are quoted on the National Association of Securities Dealers, Inc. Automated
Quotation System, or any similar system of automated dissemination of quotations
of securities prices in common use, the mean between the closing high bid and
low asked quotations for that day of Shares on the system, (iii) if neither
clause (i) or (ii) is applicable, the mean between the high bid and low asked
quotations for Shares as reported by the National Quotation Bureau, Incorporated
if at least two securities dealers have inserted both bid and asked quotations
for Shares on at least five of the ten preceding days, (iv) in lieu of the
above, if actual transactions in the Shares are reported on a consolidated
transaction reporting system, the last sale price of the Shares on the system.
(e) DISINTERESTED PERSON means one who, at the time he acts on
the granting of any Option or any Limited SAR is not eligible, and within one
year prior thereto has not been eligible, to receive Shares, options for Shares
or any rights with respect to Shares under this Plan or any other plan of the
Company or any of its affiliates.
(f) INCENTIVE STOCK OPTION means an incentive stock option as
defined in Section 422 of the Internal Revenue Code.
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(g) INTERNAL REVENUE CODE means the Internal Revenue Code of
1986, as amended from time to time.
(h) LIMITED SAR means a Limited Stock Appreciation Right as
defined in Section 14.
(i) NON-INCENTIVE STOCK OPTION means an Option which is not an
Incentive Stock Option.
(j) OPTION (when capitalized) means any option granted under
this Plan.
(k) OPTIONEE means a person to whom a stock option is granted
under this Plan or any person who succeeds to the rights of that person under
this Plan by reason of the death of the person.
(l) PLAN means this 1997 Stock Option Plan for The M/A/R/C
Group.
(m) SHARE(S) mean(s) a share or shares of the common stock,
One Dollar ($1.00) par value per share, of the Company.
(n) SUBSIDIARY means any corporation (other than the Company)
in any unbroken chain of corporations beginning with the Company if, at the time
of the granting of the Option, 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 in one of the other corporations
in the chain.
3. Shares of Stock Subject to Options. (a) The Company may grant to
Optionees from time to time Options to purchase an aggregate of up to Five
Hundred Thousand (500,000) Shares from Shares held in the Company's treasury or
from authorized and unissued Shares. If any Option granted under the Plan is
terminated, expires, or is canceled as to any Shares, new Options may thereafter
be granted covering those Shares.
(b) The maximum aggregate fair market value (determined at the
date of grant) of the Shares with respect to which an Optionee may be granted
one or more Incentive Stock Options (under this Plan and all such plans of the
Company and any parent and subsidiary of the Company [as defined in section 424
of the Internal Revenue Code] at the date of grant) which are exercisable for
the first time during any calendar year shall not exceed $100,000.
For this purpose, Incentive Stock Options shall be taken into
account in the sequence that they were granted.
4. Options and Employment Provisions. (a) Optionees shall be those
persons selected by the Committee from among the class of regular employees and
Directors of the Company and of any Subsidiary; provided, however, that no
Incentive Stock Option may be
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granted to a Director who is not also an employee of the Company or a
Subsidiary. Any person who files with the Committee, in a form satisfactory to
the Committee, a written waiver of eligibility to receive any Option under this
Plan shall not be eligible to receive any Option under this Plan for the
duration of the waiver.
(b) Notwithstanding any other provision of the Plan, and in
addition to any other requirements of the Plan, Options may not be granted to a
Director unless (1) the grant of the Options is authorized by, and all of the
terms of the Options are determined by, a Committee that is appointed in
accordance with Section 15 of this Plan and all of whose members are
Disinterested Persons, or (2) the Options are granted in conformity with all of
the following requirements:
(i) The maximum number of Shares for which any one
Director may be granted an Option in any calendar year must not exceed
five percent (5%) of the total number of Shares for which Options may
be granted under the Plan.
(ii) Options may be granted only on the date on which
the Plan is adopted or, thereafter, only during the first three
business days of any month.
(iii) Any Option may be exercised only after the
expiration of 12 calendar months from the date the Option is granted.
(iv) Regardless whether the Option is an Incentive
Stock Option or a Non-incentive Stock Option, the exercise price per
Share of the Option must not be less than the Fair Market Value per
Share on the date the Option is granted.
(v) Any Option granted under this Plan is considered
a Non-incentive Stock Option unless the Option is designated and
specifically identified as an "Incentive Stock Option" upon issuance.
(c) In granting Options, the Committee shall take into
consideration the contribution the employee has made or may make to the success
of the Company or its Subsidiaries and such other factors as the Committee may
determine. The Committee shall also have the authority to consult with and
receive recommendations from officers and other personnel of the Company and its
Subsidiaries with regard to these matters. The Committee may from time to time
in granting Options under the Plan prescribe such other terms and conditions
concerning the Options as it deems appropriate, including, without limitation,
relating an Option to achievement of specific goals established by the Committee
or to the continued employment of the optionee for a specified period of time,
provided that the terms and conditions are not more favorable to an Optionee
than those expressly permitted herein.
(d) The Options granted to employees under this Plan shall be
in addition to regular salaries, pension, life insurance or other benefits
related to their employment with the Company or its Subsidiaries. Neither the
Plan nor any Option granted under the Plan shall confer upon any person any
right to continuance of employment by the Company or its Subsidiaries.
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(e) The Committee in its sole discretion shall determine in
each case whether periods of military or government service shall constitute a
continuation of employment for the purposes of this Plan or any Option.
5. Option Price. Subject to Section 12 below, the option price per
Share of any Option shall be any price determined by the Committee; provided,
however, that the option price per Share of an Incentive Stock Option must not
be less than the Fair Market Value per Share on the date the Option is granted.
6. Exercise of Options. An Option shall be deemed exercised when the
Company has received written notice of the exercise in accordance with the terms
of the Option, and full payment of the aggregate option price of the Shares as
to which the Option is exercised has been made. Unless further limited by the
Board in any Option, the option price of any Shares purchased shall be paid
solely in cash, by certified or cashier's check, by money order, with Shares or
by a combination of the above; provided, however, that the Committee in its sole
discretion may accept a personal check in full or partial payment of any Shares.
If paid in whole or in part with Shares, the value of the Shares surrendered
shall be their Fair Market Value. Nothing herein shall prohibit the Company, in
its sole discretion, from lending to an Optionee, guaranteeing a loan to an
Optionee, or otherwise assisting an Optionee to obtain the cash necessary to
exercise all or a portion of an Option granted hereunder.
7. Exercisability of Options. Any Option shall become exercisable in
such amounts and at such intervals at the Committee shall provide in the Option,
except as otherwise provided in this section 7.
(a) The expiration date of an Option shall be determined by
the Committee at the time of grant, but in no event may an Option be exercisable
after the expiration of ten (10) years from the date of grant of the Option.
(b) Unless otherwise provided in any Option, each outstanding
Option shall become immediately fully exercisable:
(i) if the shareholders of the Company approve a plan
of merger, consolidation, reorganization, liquidation or dissolution in
which the Company does not survive (unless the approved merger,
consolidation, reorganization, liquidation or dissolution is
subsequently abandoned); or
(ii) if the shareholders of the Company approve a
plan for the sale, lease, exchange or other disposition of all or
substantially all the property and assets of the Company (unless the
plan is subsequently abandoned).
(c) The Committee may in its sole discretion accelerate the
date on which any Option may be exercised, subject to Section 12 below.
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<PAGE> 5
8. Termination of Option Period. (a) The unexercised portion of any
Option shall automatically and without notice terminate and become void at the
time of the earliest to occur of the following:
(i) the date on which the Optionee's employment is
terminated for cause;
(ii) three months after the date on which the
Optionee's employment is terminated for any reason other than for cause
(in which case (i) applies).
(b) After the occurrence of any event described in Section
7(b)(i) or (ii), the Committee in its sole discretion, may, after giving
appropriate written notice to any Optionee holding one or more outstanding
unexercised Options, cancel any Option that has not been exercised within thirty
(30) days (or such other period as the Committee may determine) after the date
of the notice.
9. Adjustment of Shares. (a) If at any time while the Plan is in effect
or unexercised Options are outstanding, there shall be any increase or decrease
in the number of issued and outstanding Shares through the declaration of a
stock dividend or through any recapitalization resulting in a stock split-up,
combination or exchange of Shares, then:
(i) appropriate adjustment shall be made in the maximum number
of Shares then subject to being optioned under the Plan, so that the
same proportion of the Company's issued and outstanding Shares shall
continue to be subject to being optioned; and
(ii) appropriate adjustment shall be made in the number of
Shares and the exercise price per Share then subject to any outstanding
Option, so that the same proportion of the Company's issued and
outstanding Shares shall remain subject to purchase at the same
aggregate exercise price.
The Committee may change the terms of Options outstanding under this Plan, with
respect to the option price or the number of Shares subject to the Options, or
both, when, in the Committee's sole discretion, the adjustments become
appropriate by reason of a corporate transaction (as defined in Treasury
Regulation Section 1.425-1(a)(l)(ii). Except as otherwise expressly provided
herein, the issuance by the Company of shares of its capital stock of any class,
or securities convertible into shares of capital stock of any class, either in
connection with direct sale or upon the exercise of rights or warrants to
subscribe therefor, or upon conversion of shares or obligations of the Company
convertible into the shares or other securities, shall not affect, and no
adjustment by reason thereof shall be made with respect to the number of or
exercise price of Shares then subject to outstanding Options granted under the
Plan.
(b) Without limiting the generality of the foregoing, the
existence of outstanding Options granted under the Plan shall not affect in any
manner the right or power of the Company to make, authorize or consummate (1)
any or all adjustments, recapitalizations, reorganizations or other changes in
the Company's capital structure or its business; (2) any
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<PAGE> 6
merger or consolidation of the Company; (3) any issue by the Company of debt
securities, or preferred or preference stock which would rank above the Shares
subject to outstanding Options; (4) the dissolution or liquidation of the
Company; (5) any sale, transfer or assignment of all or any part of the assets
or business of the Company; or (6) any other corporate act or proceeding,
whether of a similar character or otherwise.
10. Nontransferability of Options. Each Option shall provide that the
Option is not transferable by the Optionee otherwise than by will or the laws of
descent and distribution, and each Option shall be exercisable during the
Optionee's lifetime only by the Optionee.
11. Issuance of Shares. (a) No person shall be, or have any of the
rights or privileges of a shareholder of the Company with respect to any of the
Shares issuable upon the exercise of any Option, unless and until certificates
representing the Shares have been issued and delivered.
(b) Notwithstanding anything contained herein to the contrary,
the Company shall not be required to sell or issue Shares under any Option if
the sale or issuance of the Shares without registration of the Shares would
constitute (as determined by the Committee in its sole discretion) a violation
by the optionee or the Company of any provisions of any law or regulation of any
governmental authority or any national securities exchange or other forum in
which Shares are traded; and, as a condition of any sale or issuance of Shares
under any Option, the Committee may obtain such agreements or undertakings, if
any, as the Committee may deem necessary or advisable to assure compliance with
any such law or regulation.
(c) Shares issued upon the exercise of any Option without
registration of those Shares under the Securities Act of 1933 (the ACT) shall be
restricted securities subject to the terms of Rule 144 under the Act. The
certificates representing these Shares shall bear an appropriate legend
restricting transfer and the transfer agent of the Company must be given stop
transfer instructions with respect to the Shares.
12. Options for 10% Shareholders. Notwithstanding any other provisions
of the Plan to the contrary, an Incentive Stock Option must not be granted to
any person owning directly (or indirectly through attribution under section
424(d) of the Code) at the date of grant, stock possessing more than 10% of the
total combined voting power of all classes of stock of the Company (or of its
parent or subsidiary [as defined in section 424 of the Internal Revenue Code] at
the date of grant) unless the option price of the Option is at least 110% of the
Fair Market Value of the Shares subject to the Option on the date the Option is
granted, and the period during which the Option may be exercised does not exceed
five (5) years from the date of grant.
13. Non-incentive Stock Options. Non-incentive Stock Options shall be
subject to all terms and provisions hereof except that each Non-incentive Stock
Option (i) must be clearly designated as a Non-incentive Stock Option; (ii) may
be granted for Shares in excess of the limits contained in Subsection 3(b) of
this Plan; (iii) shall not be subject to Section 12 of this Plan; (iv) may be
exercisable even though an Option is outstanding and the Fair Market Value
(determined at the date of the grant of the Shares with respect to Incentive
Stock Option(s) granted to an Optionee that can first be exercised by the
Optionee in any calendar year is greater than $100,000; and (v) may require the
Optionee to pay to the Company the amount which the
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<PAGE> 7
Committee reasonably determines is necessary for the Company or Subsidiary
employing the Optionee to withhold in accordance with applicable income tax
withholding requirements. If both Incentive Stock Options and Non-incentive
Stock Options are granted to an Optionee, the right to exercise, to the full
extent thereof, Options of either type shall not be contingent in whole or in
part upon the exercise of, or failure to exercise, Options of the other type.
14. Limited Stock Appreciation Rights.
(a) The Committee shall have authority in its sole discretion
to grant a Limited SAR with respect to all or some of the Shares covered by any
Option (RELATED OPTION). A Limited SAR granted with respect to an Incentive
Stock Option must be granted together with the Option. A Limited SAR granted
with respect to a Non-incentive Stock Option may be granted together with or
subsequent to the grant of the Option.
(b) For the purposes of this Section 14, the following
definitions apply:
(i) LIMITED STOCK APPRECIATION RIGHT (also referred
to herein as a LIMITED SAR) means a right granted under this Plan that
entitles the holder thereof, in the event of an Offer for the Shares of
the Company, to receive an amount in cash equal to the Spread.
(ii) OFFER means any tender offer or exchange offer
for forty percent (40%) or more of the outstanding Shares of the
Company, other than one made by the Company, provided that the
corporation, person or other entity making the Offer acquires Shares
under the Offer.
(iii) OFFER PRICE PER SHARE means the highest price
per Share paid in any Offer that is in effect at any time during the
period beginning on the sixtieth (60) day prior to the date on which a
Limited SAR is exercised and ending on the date on which the Limited
SAR is exercised. Any securities or properties that are a part or all
of the consideration paid or to be paid for Shares in the Offer shall
be valued in determining the Offer Price Per Share at the higher of (1)
the valuation placed on the securities or properties by the
corporation, person or other entity making the Offer or (2) the
valuation placed on the securities or properties by the Committee.
(iv) SPREAD means with respect to each Limited SAR an
amount equal to the product computed by multiplying (1) the excess of
(A) the Offer Price Per Share over (b) the option price per Share of
the Related Option, by (2) the number of Shares with respect to which
the Limited SAR is being exercised; provided, however, that with
respect to any Limited SAR granted together with an Incentive Stock
Option the Spread must not exceed the amount permitted to be treated as
the Spread under applicable Treasury Regulations or other legal
authority without disqualifying the Option as an Incentive Stock
Option.
(c) To exercise a Limited SAR the holder shall:
7
<PAGE> 8
(i) give written notice thereof to the Company,
addressed to its home office to the Secretary of the Company,
specifying the Limited SAR being exercised and the number of Shares
with respect to which the Limited SAR is being exercised and the
Related Option to which the Limited SAR is being exercised. The date of
exercise shall be the date on which the written notice is either (1)
deposited in the mail, postage prepaid, addressed to the home office of
the Company (provided the notice is in fact received by the Company) or
(2) actually delivered to the home office, if not mailed.
(ii) if requested by the Company, deliver within a
reasonable time the agreement evidencing the Limited SAR being
exercised and any Option agreement to which the Limited SAR relates to
the Secretary of the Company who shall endorse or cause to be endorsed
thereon a notation of the exercise and return all agreements to the
holder.
(d) Upon the exercise of a Limited SAR, the holder shall
receive in cash an amount equal to the Spread; provided, however, the Company
may in its sole discretion withhold from this cash any amount necessary to
satisfy the Company's obligation for withholding taxes with respect to the
exercise.
(e) A Limited SAR may be exercised only during the period
beginning on the first day following the date of expiration of any Offer and
ending on the thirtieth day following the expiration date; provided, however,
that a Limited SAR may be exercised only if and to the extent that its Related
Option is eligible to be exercised on the date of the exercise of the Limited
SAR.
(f) Each Limited SAR must comply with the requirements of
Temp. Treasury Regulation 14a.422A-1Q.39; shall be on such terms and conditions
not inconsistent with this Plan as the Board may determine; and shall be
evidenced by a written agreement executed by the Company and the Optionee
receiving the Limited SAR.
(g) Upon the exercise of a Limited SAR, any Related Option
shall be terminated to the extent of the number of Shares covered by the Related
Option with respect to which the Related Option was eligible to be exercised and
with respect to which the Limited SAR is exercised; notwithstanding any other
provisions of this Plan, no new Options may be granted under this Plan with
respect to those Shares.
(h) Upon the exercise, expiration or termination of any
Related Option, the Limited SAR with respect to the Related Option shall
terminate to the extent of the number of Shares as to which the Option was
exercised or terminated.
(i) The holder of a Limited SAR shall have no rights as a
stockholder with respect to Shares subject to a Related Option.
(j) A Limited SAR shall not be transferable in any manner
other than by will or the laws of descent or distribution and may be exercised
during the lifetime of the Optionee only by the Optionee, and upon death only by
the persons eligible to exercise the Optionee's Related Option.
8
<PAGE> 9
(k) A Limited SAR may be exercised only when the market value
of the Shares with respect to its Related Option exceeds the option price of the
Shares.
15. Administration of the Plan. (a) The Plan shall be administered by a
committee (herein called the COMMITTEE) consisting of not less than three (3)
members of the Board; provided, however, that if no Committee is appointed, the
Board shall administer the Plan. Except for the powers set forth in Section 17,
the Committee shall have all of the powers of the Board with respect to the
Plan. Any member of the Committee may be removed at any time, with or without
cause, by resolution of the Board and any vacancy occurring in the membership of
the Committee may be filled by Board appointment.
(b) The Committee, from time to time, may adopt rules and
regulations for carrying out the purposes of the Plan. The determinations and
the interpretation and construction of any provision of the Plan by the
Committee shall be final and conclusive.
(c) Any decisions or determinations of the Committee may be
made either (i) by a majority vote of the members of the Committee at a meeting
or (ii) without a meeting by the written approval of a majority of the members
of the Committee.
(d) The Committee shall have the authority to grant in its
discretion to the holder of an outstanding Option in exchange for the surrender
and cancellation of the Option either a new Incentive Stock Option or a new
Non-incentive Stock Option providing for the purchase of more or fewer Shares
and having a purchase price per Share higher or lower than provided in the
surrendered Option and containing such other terms and conditions as the
Committee may prescribe in accordance with the provisions of the Plan.
16. Interpretation. (a) The Plan must be administered and interpreted
so that all Incentive Stock Options granted under the Plan will qualify as
Incentive Stock Options under section 422 of the Internal Revenue Code. If any
provision of the Plan is held invalid for the granting of Incentive Stock
Options or illegal for any reason, that determination shall not affect the
remaining provisions hereof, but instead the Plan shall be construed and
enforced as if that provision had never been included in the Plan.
(b) This Plan shall be governed by the laws of the State of
Texas.
(c) Headings contained in this Agreement are for convenience
only and shall in no manner be construed as part of this Plan.
(d) Any reference to the masculine, feminine, or neuter gender
shall be a reference to such other gender as is appropriate.
17. Amendment and Discontinuation of the Plan. The Committee, subject
to the approval of the Board of Directors, may from time to time amend the Plan
or any Option; provided, however, that [except to the extent provided in Section
9] no amendment may (a)
9
<PAGE> 10
without approval by the shareholders of the Company increase the number of
Shares reserved for Options or change the class of employees eligible to receive
Options, (b) permit the granting of any Incentive Stock Option at an option
price less than that determined in accordance with Sections 5 and 12, (c) permit
the granting of Options that expire beyond the maximum 10-year period described
in Section 7(a), or (d) extend the termination date of the Plan as set forth in
Section 18; and provided, further, that [except to the extent provided in
Section 8] no amendment or suspension of the Plan or any Option issued hereunder
shall modify [within the meaning of Section 424(h) of the Code] any Incentive
Stock Option, or substantially impair any Option, previously granted to any
Optionee without the consent of the Optionee.
18. Effective Date and Termination Date. The effective date of the Plan
is April 17, 1997, and the Plan shall terminate on the 10th anniversary of the
effective date.
10
<PAGE> 1
EXHIBIT 4.2
M/A/R/C INC.
KEY EMPLOYEE INCENTIVE STOCK OPTION
This Agreement (the "Agreement") is executed by and between M/A/R/C
Inc., a Texas corporation (the "Company"), and _______________, an individual
(the "Optionee"), to be effective as of _______________.
INCENTIVE STOCK OPTION
1. GRANT OF OPTION. The Company hereby grants to the Optionee an incentive
stock option (the "Option") to acquire _____ shares ("Shares") of the
common stock, One Dollar ($1.00) par value, of M/A/R/C Inc. pursuant to
the 1997 Stock Option Plan for M/A/R/C Inc. (the "Plan").
2. EXERCISE PRICE. The exercise price ("Exercise Price") per Share subject
to this Option is Dollars and /100 ($_________).
3. EXERCISABILITY. Except as otherwise provided in Section 4 below, the
unexercised portion of this Option may be exercised in whole or in part
and cumulatively according to the following schedule:
A. Twenty percent (20%) after _____________________________________.
B. Forty percent (40%) after ______________________________________.
C. Sixty percent (60%) after ______________________________________.
D. Eighty percent (80%) after _____________________________________.
E. One hundred percent (100%) after _______________________________.
In no event shall this Option be exercisable beyond _______________.
4. TERMINATION AND ACCELERATION OF OPTION.
A. The unexercised portion of this Option shall automatically and
without notice terminate and become null and void at the time of
the earliest to occur of the following:
(i) the date on which the Optionee's employment is terminated
for cause;
(ii) three months after the date on which the Optionee's
employment is terminated for any reason other than for cause
(in which case (i) applies).
B. After the occurrence of any event described in Section 4C (i) or
(ii), the Company in its sole discretion, may, after giving
appropriate written notice to any Optionee holding one or more
outstanding unexercised Options, cancel any Option which
<PAGE> 2
has not been exercised within thirty (30) days (or such other
period as the Company shall determine) after the date of such
notice.
C. This Option shall become immediately fully exercisable:
(i) if the shareholders of the Company shall approve a plan of
merger, consolidation, reorganization, liquidation, or
dissolution in which the Company does not survive (unless
the approved merger, consolidation, reorganization,
liquidation, or dissolution is subsequently abandoned); or
(ii) if the shareholders of the Company shall approve a plan for
the sale, lease, exchange, or other disposition of all or
substantially all the property and assets of the Company
(unless such plan is subsequently abandoned).
5. NOTICE TO COMPANY. Optionee hereby agrees to notify the Company in
writing within ten days after any disposition of any Shares acquired by
exercise of this Option if such disposition occurs within two years
from the date of grant of this Option or within one year after the
transfer of such Shares to Optionee.
6. NONASSIGNABILITY. This Option may not be transferred in any manner
other than by will or the laws of descent or distribution and may be
exercised during the lifetime of the Optionee only by him/her. This
Agreement shall be binding upon the executors, administrators, heirs,
successors, and assigns of the Optionee.
7. LAW GOVERNING. This Agreement is intended to be performed in the State
of Texas and shall be construed and enforced in accordance with and
governed by the laws of such state.
8. INTERPRETATION. The undersigned Optionee acknowledges receipt of this
Option, and represents that he/she is familiar with the terms and
provisions thereof, and hereby accepts this Option subject to all the
terms and provisions of the Plan and this Agreement. The undersigned
Optionee hereby accepts as binding, conclusive, and final all decisions
or interpretations of the Board of Directors of the Company or the
Stock Option Committee appointed pursuant to the Plan upon any
questions arising under the Plan and this Agreement.
M/A/R/C Inc.
By:
---------------------------------
Optionee:
---------------------------
Page 2
<PAGE> 1
EXHIBIT 4.3
CERTIFICATE NO. 27 7,500 SHARES
WARRANT CERTIFICATE
M/A/R/C INC.
This certifies that ED ANDERSON (Social Security Number ###-##-####),
or registered assigns, is the registered owner of SEVEN THOUSAND FIVE HUNDRED
(7,500) WARRANTS, each of which entities the owner to purchase from M/A/R/C
INC., a Texas corporation (the Company), or from its successors, at any time
after November 30, 1997, and prior to 5:00 p.m. (Dallas, Texas time) on May 11,
2002, at the office or offices of the Company designated for that purpose, one
fully paid, non-assessable share of Common Stock, par value $1.00 per share (the
Common Stock), of the Company, at a cash purchase price of FOURTEEN AND 88/100
DOLLARS ($14.88) per whole share (the Purchase Price), upon presentment to the
Company of this Certificate duly completed and executed on the reverse side.
The number of Warrants evidenced by this Certificate (and the number of
shares that may be purchased upon exercise) and the Purchase Price are the
number and Purchase Price as of May 12, 1997, based on the Common Stock of the
Company as constituted at that date. The number of shares covered by this
Certificate, and the exercise price, must be adjusted to take into account any
stock dividend, stock split, stock reclassification or recapitalization of the
Company occurring after the date of this Certificate and prior to the issuance
of the Company's common stock under this Certificate.
If this Certificate is exercised in part, the holder may receive upon
surrender of this Certificate one or more certificates for the number of whole
Warrants not exercised.
No fractional share of Common Stock will be issued upon the exercise of
the Warrants; a cash payment will be made in lieu of issuing a fractional share.
No holder of this Certificate is entitled to vote or receive dividends
or be deemed for any purpose the holder of shares of Common Stock or any other
securities of the Company that may at any time be issuable on exercise of this
Certificate, nor may this Certificate be construed to confer upon the holder, as
such, any of the rights of a stockholder of the Company or any right to vote for
the election of directors or upon any matter submitted to stockholders, or to
give or withhold consent to any corporate action, or to receive notice of
meetings or other actions affecting stockholders, or to receive dividends or
subscription rights, or otherwise until the Warrant or Warrants evidenced by
this Certificate have been exercised.
WITNESS the signature of the proper officers of the Company and its
corporate seal.
AS OF MAY 12, 1997 M/A/R/C INC.
/s/ H. R. CURTIS /s/ SHARON M. MUNGER
- ------------------------------------ --------------------------------------
Harold R. Curtis, Secretary Sharon M. Munger, President
SEAL
<PAGE> 2
FORM OF EXERCISE
(To be Executed by the Registered Holder if the Holder
Desires to Exercise the Warrants)
THE UNDERSIGNED _________________________________________ exercises the rights
(Please Print Name of Registered Holder)
evidenced by this Warrant Certificate to acquire
_________________________________ shares of the Common Stock of M/A/R/C INC.
(Number of Shares to be Acquired)
under this Warrant Certificate and tenders the Purchase Price for the shares to
M/A/R/C INC.
Dated: , 19
----------------------------- ---
---------------------------------
Signature
Signature Guaranteed:
- --------------------------------
FORM OF ASSIGNMENT
(To be Executed by the Registered Holder if the Holder
Desires to Transfer the Warrant Certificate)
FOR VALUE RECEIVED ________________________________________ sells, assigns and
(Please Print Name of Registered Holder)
transfers to __________________________________________________________________
(Name and Address of Transferee)
______________________________________ warrants evidenced by this Warrant
(Number of Warrants to be Transferred)
Certificate, and irrevocably constitutes and appoints __________________________
(Name of Transfer Agent)
attorney to transfer this Warrant Certificate on the books of M/A/R/C INC., with
full power of substitution.
Dated: , 19
--------------------- --- ----------------------------------
Signature
Signature Guaranteed:
- --------------------------------
2
<PAGE> 1
EXHIBIT 4.4
CERTIFICATE NO. 0030 35,000 SHARES
WARRANT CERTIFICATE
M/A/R/C INC.
This certifies that Don E. Schultz, or registered assigns, is the
registered owner of 35,000 WARRANTS. Each Warrant, when vested as set forth
below, entitles the owner to purchase from M/A/R/C INC., a Texas corporation
(the Company) or its successors, at any time prior to 5:00 p.m., Dallas, Texas
time on June 30, 2005, at the office of the Company designated for this purpose,
one fully paid, non-assessable share of Common Stock, par value $1.00 per share
(the Common Stock) of the Company, at a cash purchase price of SIXTEEN AND
NO/100 DOLLARS ($16.00) per whole share (the Purchase Price), upon presentment
to the Company of this Certificate duly completed and executed on the reverse
side.
The Warrants shall vest as follows: 14,000 upon execution of that
certain personal services agreement (the AGREEMENT) dated January 23, 1998
between and among Don E. Schultz, agora, inc., and the Company, and the
remaining 21,000 at the rate of 3,000 for each six-month period ending July 23
and January 23, respectively. If the Agreement is terminated as provided
therein, any Warrants not vested automatically expire.
The number of Warrants evidenced by this Warrant Certificate (and the
number of shares that may be purchased upon exercise) and the Purchase Price
apply to the Common Stock of the Company as constituted at January 23, 1998. The
number of shares covered by this Warrant Certificate and the exercise price must
be adjusted to take into account any stock dividend, stock split, stock
reclassification or recapitalization of the Company occurring after January 23,
1998 and prior to the issuance of the Common Stock.
If this Warrant Certificate is exercised in part, the holder, upon
surrendering this Warrant Certificate, may receive one or more warrant
certificates for the number of whole Warrants not exercised.
No fractional shares of Common Stock will be issued upon the exercise
of any Warrant. A cash payment will be made in lieu of issuing a fractional
share.
No holder of this Warrant Certificate shall be entitled to vote or
receive dividends or be deemed for any purpose the holder of shares of Common
Stock or of any other securities of the Company that may at any time be issuable
on the exercise of this Warrant Certificate, nor shall anything contained herein
be construed to confer upon the holder, as such, any of the rights of a
stockholder of the Company or any right to vote for the election of directors or
upon any matter submitted to stockholders at any meeting, or to give or withhold
consent to any corporate action, or to receive notice of meetings or other
actions affecting stockholders, or to receive dividends or subscription rights,
or otherwise, until the Warrants evidenced by this Warrant Certificate shall
have been exercised.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AND ALL SECURITIES THAT
MAY BE ACQUIRED UPON EXERCISE OF THE RIGHTS EVIDENCED BY THIS CERTIFICATE, HAVE
BEEN AND WILL BE ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE FEDERAL SECURITIES LAWS OR THE SECURITIES LAWS OF ANY
STATE. HOWEVER, THE COMPANY AT ITS EXPENSE WILL, UPON DEMAND OF THE HOLDER, FILE
ONE REGISTRATION STATEMENT COVERING ALL OF THE WARRANTS AND THE UNDERLYING
COMMON STOCK ISSUABLE ON EXERCISE OF THIS CERTIFICATE. THE SECURITIES MAY NOT BE
SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER,
EXCEPT UPON THIS REGISTRATION, OR UPON DELIVERY TO THE COMPANY OF AN OPINION OF
COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR THE
TRANSFER AND/OR SUBMISSION TO THE COMPANY OF THE EVIDENCE AS MAY BE SATISFACTORY
TO THE COMPANY TO THE EFFECT THAT THE TRANSFER WILL NOT BE IN VIOLATION OF THE
SECURITIES ACT OF 1933, AS AMENDED AND/OR APPLICABLE STATE SECURITIES LAWS
AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. FURTHER, THE SECURITIES
EVIDENCED BY THIS CERTIFICATE, AND ALL SECURITIES THAT MAY BE ACQUIRED UPON
EXERCISE OF THE RIGHTS EVIDENCED BY THIS CERTIFICATE, MAY BE DEEMED TO BE
"RESTRICTED SECURITIES" WITHIN THE MEANING OF RULE 144 PROMULGATED BY THE
SECURITIES AND EXCHANGE COMMISSION UNDER THE ACT AND MAY BE SUBJECT TO THE
LIMITATIONS AND REPORTING REQUIREMENTS OF RULE 144 UPON RESALE OR OTHER
DISPOSITION.
WITNESS the signature of the proper officers of the Company and its
corporate seal.
DATED AS OF JANUARY 23, 1998. M/A/R/C INC.
ATTEST:
/s/ Jack D. Wolf
--------------------------------
/s/ Harold R. Curtis Jack D. Wolf, President
- -----------------------------------
Harold R. Curtis, Secretary
SEAL
<PAGE> 2
FORM OF EXERCISE
(To be Executed by the Registered Holder if the Holder
Desires to Exercise the Warrants)
THE UNDERSIGNED _________________________________ exercises the rights evidenced
(Print Name of Registered Holder)
by this Warrant Certificate to acquire _________________________________ shares
(Number of Shares to be Acquired)
of the Common Stock of M/A/R/C INC. under this Warrant Certificate and tenders
the Purchase Price for the shares to M/A/R/C INC.
Dated: ,
------------------- -------
----------------------------------
Signature
Signature Guaranteed:
- --------------------------------
FORM OF ASSIGNMENT
(To be Executed by the Registered Holder if the Holder
Desires to Transfer the Warrant Certificate)
FOR VALUE RECEIVED ________________________________________ sells, assigns and
(Please Print Name of Registered Holder)
transfers to __________________________________________________________________
(Name and Address of Transferee)
______________________________________ warrants evidenced by this Warrant
(Number of Warrants to be Transferred)
Certificate, and irrevocably constitutes and appoints __________________________
(Name of Transfer Agent)
attorney to transfer this Warrant Certificate on the books of M/A/R/C INC., with
full power of substitution.
Dated: ,
--------------------- ------- ----------------------------------
Signature
Signature Guaranteed:
- --------------------------------
<PAGE> 1
EXHIBIT 4.5
CERTIFICATE NO. 0031 7,500 SHARES
WARRANT CERTIFICATE
M/A/R/C INC.
This certifies that JOHN FRIEDMAN (Social Security Number
###-##-####), or registered assigns, is the registered owner of SEVEN THOUSAND
FIVE HUNDRED (7,500) WARRANTS, each of which entitles the owner to purchase
from M/A/R/C Inc., a Texas corporation (the Company), or from its successors,
at any time after February 28, 1999, and prior to 5:00 p.m. (Dallas, Texas
time) on August 5, 2003, at the office or offices of the Company designated for
that purpose, one fully paid, non-assessable share of Common Stock, par value
$1.00 per share (the Common Stock), of the Company, at a cash purchase price of
FIFTEEN AND NO/100 DOLLARS ($15.00) per whole share (the Purchase Price), upon
presentment to the Company of this Certificate duly completed and executed on
the reverse side.
The number of Warrants evidenced by this Certificate (and the number
of shares that may be purchased upon exercise) and the Purchase Price are the
number and Purchase Price as of August 6, 1998, based on the Common Stock of
the Company as constituted at that date. The number of shares covered by this
Certificate, and the exercise price, must be adjusted to take into account any
stock dividend, stock split, stock reclassification or recapitalization of the
Company occurring after the date of this Certificate and prior to the issuance
of the Company's common stock under this Certificate.
If this Certificate is exercised in part, the holder may receive upon
surrender of this Certificate one or more certificates for the number of whole
Warrants not exercised.
No fractional share of Common Stock will be issued upon the exercise
of the Warrants; a cash payment will be made in lieu of issuing a fractional
share.
No holder of this Certificate is entitled to vote or receive dividends
or be deemed for any purpose the holder of shares of Common Stock or any other
securities of the Company that may at any time be issuable on exercise of this
Certificate, nor may this Certificate be construed to confer upon the holder,
as such, any of the rights of a stockholder of the Company or any right to vote
for the election of directors or upon any matter submitted to stockholders, or
to give or withhold consent to any corporate action, or to receive notice of
meetings or other actions affecting stockholders, or to receive dividends or
subscription rights, or otherwise until the Warrant or Warrants evidenced by
this Certificate have been exercised.
WITNESS the signature of the proper officers of the Company and its
corporate seal.
DATED AS OF AUGUST 6, 1998. M/A/R/C INC.
Attest:
/s/ Jack D. Wolf
-----------------------
/s/ Harold R. Curtis Jack D. Wolf, President
- -------------------------------
Harold R. Curtis, Secretary
<PAGE> 2
SEAL
FORM OF EXERCISE
(To be Executed by the Registered Holder if the Holder Desires to
Exercise the Warrants)
THE UNDERSIGNED _____________________________________ exercises the rights
(Please Print Name of Registered Holder)
evidenced by this Warrant Certificate to acquire _______________________________
____________________________________________________ shares of the Common Stock
(Number of Shares to be Acquired)
of M/A/R/C Inc. under this Warrant Certificate and tenders the Purchase Price
for the shares to M/A/R/C Inc.
Dated: , 19
----------------- --
----------------------------------
Signature
Signature Guaranteed:
- --------------------------------
FORM OF ASSIGNMENT
(To be Executed by the Registered Holder if the Holder Desires to
Transfer the Warrant Certificate)
FOR VALUE RECEIVED __________________________________________ sells, assigns and
(Please Print Name of Registered Holder)
transfers to ___________________________________________________________________
(Name and Address of Transferee)
___________________________________________ warrants evidenced by this Warrant
(Number of Warrants to be Transferred)
Certificate, and irrevocably constitutes and appoints _________________________
____________________________ attorney to transfer this Warrant Certificate on
(Name of Transfer Agent)
the books of M/A/R/C Inc., with full power of substitution.
Dated: , 19
----------------- --
----------------------------------
Signature
Signature Guaranteed:
- --------------------------------
<PAGE> 1
EXHIBIT 4.6
CERTIFICATE NO. 0032 50,000 SHARES
WARRANT CERTIFICATE
M/A/R/C INC.
This certifies that JACK D. WOLF (Social Security Number ###-##-####),
or registered assigns, is the registered owner of FIFTY THOUSAND (50,000)
WARRANTS, each of which entitles the owner to purchase from M/A/R/C Inc., a
Texas corporation (the Company), or from its successors, at any time after
February 28, 1999, and prior to 5:00 p.m. (Dallas, Texas time) on August 5,
2003, at the office or offices of the Company designated for that purpose, one
fully paid, non-assessable share of Common Stock, par value $1.00 per share (the
Common Stock), of the Company, at a cash purchase price of FIFTEEN AND NO/100
DOLLARS ($15.00) per whole share (the Purchase Price), upon presentment to the
Company of this Certificate duly completed and executed on the reverse side.
The number of Warrants evidenced by this Certificate (and the number of
shares that may be purchased upon exercise) and the Purchase Price are the
number and Purchase Price as of August 6, 1998, based on the Common Stock of the
Company as constituted at that date. The number of shares covered by this
Certificate, and the exercise price, must be adjusted to take into account any
stock dividend, stock split, stock reclassification or recapitalization of the
Company occurring after the date of this Certificate and prior to the issuance
of the Company's common stock under this Certificate.
If this Certificate is exercised in part, the holder may receive upon
surrender of this Certificate one or more certificates for the number of whole
Warrants not exercised.
No fractional share of Common Stock will be issued upon the exercise of
the Warrants; a cash payment will be made in lieu of issuing a fractional share.
No holder of this Certificate is entitled to vote or receive dividends
or be deemed for any purpose the holder of shares of Common Stock or any other
securities of the Company that may at any time be issuable on exercise of this
Certificate, nor may this Certificate be construed to confer upon the holder, as
such, any of the rights of a stockholder of the Company or any right to vote for
the election of directors or upon any matter submitted to stockholders, or to
give or withhold consent to any corporate action, or to receive notice of
meetings or other actions affecting stockholders, or to receive dividends or
subscription rights, or otherwise until the Warrant or Warrants evidenced by
this Certificate have been exercised.
WITNESS the signature of the proper officers of the Company and its
corporate seal.
DATED AS OF AUGUST 6, 1998. M/A/R/C INC.
Attest:
/s/ H. R. CURTIS /s/ SHARON M. MUNGER
- ---------------------------- ---------------------------------
Harold R. Curtis, Secretary Sharon M. Munger, Chairman and
Chief Executive Officer
SEAL
<PAGE> 2
FORM OF EXERCISE
(To be Executed by the Registered Holder if the Holder Desires
to Exercise the Warrants)
THE UNDERSIGNED _______________________________________ exercises the rights
(Please Print Name of Registered Holder)
evidenced by this Warrant Certificate to acquire _______________________________
(Number of Shares to be Acquired)
shares of the Common Stock of M/A/R/C INC. under this Warrant Certificate and
tenders the Purchase Price for the shares to M/A/R/C INC.
Dated: , 19
-------------------- ----
---------------------------
Signature
Signature Guaranteed:
- ----------------------------------------
FORM OF ASSIGNMENT
(To be Executed by the Registered Holder if the Holder Desires
to Transfer the Warrant Certificate)
FOR VALUE RECEIVED __________________________________________ sells, assigns
(Please Print Name of Registered Holder)
and transfers to _____________________________________________________________
(Name and Address of Transferee)
_____________________________________________________ warrants evidenced by this
(Number of Warrants to be Transferred)
Warrant Certificate, and irrevocably constitutes and appoints
__________________________________ attorney to transfer this Warrant
(Name of Transfer Agent)
Certificate on the books of M/A/R/C INC., with full power of substitution.
Dated: , 19
-------------------- ----
---------------------------
Signature
Signature Guaranteed:
- ----------------------------------------
<PAGE> 1
EXHIBIT 4.7
CERTIFICATE NO. 0033 7,500 SHARES
WARRANT CERTIFICATE
M/A/R/C INC.
This certifies that THOMAS VACCHIANO, JR. (Social Security Number
###-##-####), or registered assigns, is the registered owner of SEVEN THOUSAND
FIVE HUNDRED (7,500) WARRANTS, each of which entitles the owner to purchase from
M/A/R/C Inc., a Texas corporation (the Company), or from its successors, at any
time after August 31, 1999, and prior to 5:00 p.m. (Dallas, Texas time) on
January 21, 2004, at the office or offices of the Company designated for that
purpose, one fully paid, non-assessable share of Common Stock, par value $1.00
per share (the Common Stock), of the Company, at a cash purchase price of ELEVEN
AND NO/100 DOLLARS ($11.00) per whole share (the Purchase Price), upon
presentment to the Company of this Certificate duly completed and executed on
the reverse side.
The number of Warrants evidenced by this Certificate (and the number of
shares that may be purchased upon exercise) and the Purchase Price are the
number and Purchase Price as of January 22, 1999, based on the Common Stock of
the Company as constituted at that date. The number of shares covered by this
Certificate, and the exercise price, must be adjusted to take into account any
stock dividend, stock split, stock reclassification or recapitalization of the
Company occurring after the date of this Certificate and prior to the issuance
of the Company's common stock under this Certificate.
If this Certificate is exercised in part, the holder may receive upon
surrender of this Certificate one or more certificates for the number of whole
Warrants not exercised.
No fractional share of Common Stock will be issued upon the exercise of
the Warrants; a cash payment will be made in lieu of issuing a fractional share.
No holder of this Certificate is entitled to vote or receive dividends
or be deemed for any purpose the holder of shares of Common Stock or any other
securities of the Company that may at any time be issuable on exercise of this
Certificate, nor may this Certificate be construed to confer upon the holder, as
such, any of the rights of a stockholder of the Company or any right to vote for
the election of directors or upon any matter submitted to stockholders, or to
give or withhold consent to any corporate action, or to receive notice of
meetings or other actions affecting stockholders, or to receive dividends or
subscription rights, or otherwise until the Warrant or Warrants evidenced by
this Certificate have been exercised.
WITNESS the signature of the proper officers of the Company and its
corporate seal.
DATED AS OF JANUARY 22, 1999. M/A/R/C INC.
Attest:
/s/ Jack D. Wolf
-------------------------------
/s/ Harold R. Curtis Jack D. Wolf, President
- ---------------------------
Harold R. Curtis, Secretary
<PAGE> 2
SEAL
FORM OF EXERCISE
(To be Executed by the Registered Holder if the Holder Desires to
Exercise the Warrants)
THE UNDERSIGNED __________________________________________ exercises the rights
(Please Print Name of Registered Holder)
evidenced by this Warrant Certificate to acquire ______________________________
(Number of Shares to be Acquired)
shares of the Common Stock of M/A/R/C Inc. under this Warrant Certificate and
tenders the Purchase Price for the shares to M/A/R/C Inc.
Dated: , 19
--------------------- ---
------------------------------
Signature
Signature Guaranteed:
- --------------------------------
FORM OF ASSIGNMENT
(To be Executed by the Registered Holder if the Holder Desires to
Transfer the Warrant Certificate)
FOR VALUE RECEIVED _________________________________________ sells, assigns and
(Please Print Name of Registered Holder)
transfers to _________________________________________________________________
(Name and Address of Transferee)
________________________________________ warrants evidenced by this Warrant
(Number of Warrants to be Transferred)
Certificate, and irrevocably constitutes and appoints _________________________
(Name of Transfer Agent)
attorney to transfer this Warrant Certificate on the books of M/A/R/C Inc., with
full power of substitution.
Dated: , 19
------------------- --
------------------------------
Signature
Signature Guaranteed:
- --------------------------------
<PAGE> 1
EXHIBIT 5.1
[GARDERE & WYNNE, L.L.P. LETTERHEAD]
(214) 999-3000
September 17, 1999
M/A/R/C Inc.
7850 North Belt Line Road
Irving, Texas 75063-6098
Gentlemen:
We have acted as counsel to M/A/R/C Inc., a Texas corporation (the
"Company"), in connection with the registration under the Securities Act of
1933, as amended (the "Securities Act"), on Form S-8 (the "Registration
Statement") of 607,500 shares of Common Stock, $1.00 par value ("Common
Stock"), of the Company, of which (i) 500,000 are authorized for issuance
under The M/A/R/C Group 1997 Stock Option Plan (With Limited Stock
Appreciation Rights) (the "1997 Plan") and (ii) 107,500 are authorized for
issuance under warrants which have been issued to certain individuals (the
"Warrants").
We have assisted the Company in the preparation of, and are familiar with,
the Registration Statement of the Company to be filed with the Securities
and Exchange Commission on September 17, 1999 for the registration under
the Securities Act of the 607,500 shares of Common Stock covered by the
Plan and the Warrants.
With respect to the foregoing, we have examined and have relied upon
originals or copies, certified or otherwise identified to our satisfaction,
of such corporate records, documents, orders, certificates and other
instruments as in our judgment are necessary or appropriate to enable us to
render the opinion expressed below.
Based upon the foregoing, we are of the opinion that the 607,500 shares of
Common Stock of the Company which from time to time may be issued under the
Plan and the Warrants in accordance with appropriate proceedings of the
Board of Directors of the Company or a committee thereof, when so issued
and sold at prices in excess of the par value of the Common Stock, in
accordance with the respective provisions of the Plan and related
agreements entered into by the Company
<PAGE> 2
M/A/R/C Inc.
September 17, 1999
Page 2
and the Warrants, will be duly and validly authorized and issued by the
Company and fully paid and nonassessable.
We hereby consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement. In giving this consent, we do not thereby admit
that we are in the category of persons whose consent is required under
Section 7 of the Securities Act and the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
GARDERE & WYNNE, L.L.P.
By: /s/ Alan J. Perkins
--------------------------
Alan J. Perkins, Partner
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated February 18, 1999 accompanying the consolidated
financial statements and schedule of M/A/R/C Inc. and subsidiaries appearing in
the 1998 Annual Report on Form 10-K for the year ended December 31, 1998, which
is incorporated by reference in this Registration Statement on Form S-8 and the
related Prospectus. We consent to the incorporation by reference in the
Registration Statement and Prospectus of the aforementioned report.
PricewaterhouseCoopers LLP
Dallas, Texas
September 13, 1999
