As filed with the Securities and Exchange Commission on June 19,1997
Registration No. 33-333
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
Registration Statement Under The
Securities Act of 1933
Boatracs, Inc.
(Exact Name of Registrant as Specified in Its Charter)
California 33-0644381
(State or Other Jurisdiction (I.R.S. Employer
Identification Number)
of Incorporation or Organization)
6440 Lusk Blvd., Suite D201, San Diego, California 92121
(Address of Principal Executive Offices) (Zip Code)
Boatracs, Inc. 1996 Stock Option Plan
(Full Title of the Plan)
Michael Silverman, President
Boatracs, Inc.
6440 Lusk Blvd., Suite D201
San Diego, California 92121
(Name and Address of Agent For Service)
619-587-1981
(Telephone Number, Including Area Code of Agent For Service)
Calculation Of Registration Fee
Proposed
Proposed Maximum
Title of Maximum Aggregate
Securities Offering Price Offering Amount of
to be Amount to be Per Share Price Registration
Registered Registered (1) (1) Fee (1)
Common Stock, 1,000,000 $1.00 $1,000,000 $303
no par value
per share, issuable
upon exercise of
Stock Options
(1) Estimated pursuant to Rule 457(c) solely for the purpose of
calculating the registration fee on the basis of the maximum
number of securities issuable under the plan that are covered by
the registration statement, computed upon the average of the bid
and asked prices of the Company's Common Stock as reported on the
NASDAQ OTC Bulletin Board on June 18, 1997.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which are on file with the
Securities and Exchange Commission, are incorporated in the
Section 10(a) prospectus under the Securities Act by reference.
(a) The Quarterly Reports of the Registrant, filed on
Form 10-QSB for the Registrant's Quarter ended
March 31, 1997.
(b) The Annual Report of the Registrant filed on Form
10-KSB for the Registrants year ended December 31,
1996.
(c) The Form 8-A filed with the Commission on November
2, 1987, describing the class of common stock
contained in this Registration Statement.
All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to 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 herein and to be
part thereof 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
Pursuant to provisions of the California Corporations
Code, Article V of the Company's Amended and Restated Articles of
Incorporation provides that the liability of the Company's
directors for monetary damages shall be eliminated to the fullest
extent permissible under California law.
Article VI of the Company's Amended and Restated Bylaws
authorizes the Company to indemnify its directors and officers in
certain circumstances against expenses, judgments, fines,
settlements and other amounts actually and reasonably incurred in
connection with a proceeding arising out of such person's service
in such capacity, if that person acted in good faith and in a
manner that that person reasonably believed to be in the best
interests of the Company and, in the case of a criminal
proceeding, had no reason to believe was unlawful. The Company is
required to indemnify a director or officer of the Company
against expenses actually and reasonably incurred in the event
such person is successful on the merits in the defense of any
such claim. The indemnification provided by Article VI is not
exclusive of any other rights to which such director or officer
seeking indemnification may be entitled under any bylaw,
agreement, vote of shareholders or disinterested directors or
otherwise, with respect to action in his or her official capacity
and with respect to action in another capacity while holding such
office, to the extent such additional rights to indemnification
are authorized in the Company's Amended and Restated Articles of
Incorporation.
In addition, employment agreements between the Company
and certain executive officers of the Company provide that such
executive officers shall each be indemnified against all
liabilities, damages, costs, expenses, attorneys' fees and claims
(each, a "Claim"), and all costs, expenses and attorneys' fees
incurred in the defense of any such Claim, arising from certain
circumstances relating to such executive officer's employment,
except to the extent caused by such executive officer's negligent
act, wilful misconduct or breach under such agreement. The
Company is required to defend at its sole cost any action or
proceeding brought against such executive officer by reason of
any such Claims upon notice from the executive officer.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
Item 8. EXHIBITS
The Exhibit Index immediately preceding the exhibits
attached is incorporated herein by reference.
Item 9. UNDERTAKINGS
The Registrant hereby undertakes 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; and
(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 paragraph (a)(1)(i) and (a)(1)(ii) shall
not apply if 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.
The Registrant hereby agrees that, for the purposes of
determining any liability under said Act, each such post-
effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof;
The Registrant hereby undertakes 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 Plan.
The Registrant hereby undertakes that, for purpose of
determining any liability under the Securities Act of 1933, each
filing of the Company'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.
Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
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 San Diego, and State of California on June 19, 1997.
BOATRACS, INC.
By: /S/ MICHAEL SILVERMAN
Michael Silverman, President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael Silverman and Dale
Fisher, or either of them, jointly and severally, his true and
lawful attorneys-in-fact and agents, with full powers 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 full power and authority
to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully as to
all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact
and agents, or their 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 below by the
following persons in the capacities and on the dates indicated:
/S/MICHAEL SILVERMAN Chairman of the June 19, 1997
Michael Silverman Board, Chief
Executive Officer
(Principal
Executive
Officer)
/S/ANNETTE FRISKOPP Chief Operating June 19, 1997
Annette Friskopp Officer, Director
/S/ DALE FISHER Chief Financial June 19, 1997
Dale Fisher Officer
(Principal
Financial Officer
& Accounting
Officer)
/S/ NORMAN KANE Director June 19, 1997
Norman Kane
/S/ LUIS MAIZEL Director June 19, 1997
Luis Maizel
/S/ ILANA SILVERMAN Director June 19, 1997
Ilana Silverman
/S/ MITCHELL LYNN Director June 19, 1997
Mitchell Lynn
/S/ JULIUS TRUMP Director June 19, 1997
Julius Trump
<PAGE>
EXHIBIT INDEX
Item
4.1 Boatracs, Inc. 1996 Stock Option Plan, as amended
4.2 Form of Stock Option Agreement
4.3 Second Amended Plan of Reorganization of First National
Corporation (Incorporated by reference to First National
Corporation's Current Report on Form 8-K dated January 9,
1995)
4.4 Bankruptcy Court Order Confirming Second Amended Plan of
Reorganization of First National Corporation (Incorporated
by reference to First National Corporation's Current Report
on Form 8-K dated January 9, 1995)
5.1 Opinion of Solomon Ward Seidenwurm & Smith
23.1 Consent of Deloitte & Touche
23.2 Consent of Solomon Ward Seidenwurm & Smith (see Exhibit 5.1)
Exhibit 4.1
This Document Constitutes Part of a
Prospectus Covering Securities That
Have Been Registered under The
Securities Act of 1933.
Dated: February 8, 1996
BOATRACS, INC.
1996 STOCK OPTION PLAN
(as amended March 24, 1997)
1. Purposes of the Plan.
The Boatracs, Inc. 1996 Stock Option Plan (the "Plan") is
intended to promote the interests of Boatracs, Inc., a California
corporation (the "Company"), by providing a method whereby (i)
employees of the Company (or its parent or subsidiary
corporations) responsible for the management, growth and
financial success of the Company (or its parent or subsidiary
corporations), and (ii) non-employees who provide valuable
services to the Company (or its parent or subsidiary
corporations), as determined by the Plan Administrator, may be
offered incentives and rewards which will encourage them to
acquire a proprietary interest, or otherwise increase their
proprietary interest, in the Company and continue to render
services to the Company (or its parent or subsidiary
corporations).
2. Administration of the Plan.
(a) The Plan shall be administered by the Company's Board of
Directors (the "Board") or, to the extent provided by the Board,
a committee (the "Committee") appointed by the Board, which shall
consist of not less than two non-employee directors (as such term
is defined in Rule 16b-3, or any successor rule, under the
Securities Exchange Act of 1934), who shall serve at the pleasure
of the Board; provided, however, that the Plan may be
administered by the Board. For purposes of the Plan, the
term "Plan Administrator" shall mean the Board, or if the
Board delegates responsibility for any matter to the Committee.
The Board may alter the Plan administration so that the
Plan administration is structured to comply with the rules
governing a discretionary plan under Rule 16b-3.
(b) Subject to the provisions of the Plan, the Plan
Administrator shall have full power and authority to select the
Optionees (as defined in Section 3) to be granted the options
under the Plan, and to determine (i) whether each granted option
is to be an incentive stock option ("Incentive Stock Option")
which satisfies the requirements of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Internal Revenue Code") or
a non-statutory Stock Option not intended to meet such
requirements, (ii) the number of shares to be subject to such
option; (iii) the exercise prices of such shares, (iv) the terms
of exercise, (v) the expiration dates and (vi) all other terms
and conditions upon which such option may be exercised. The Plan
Administrator shall have the full power and authority (subject to
the provisions of the Plan) to establish such rules and
regulations as it may deem appropriate for the proper
administration of the Plan and to make such determinations under,
and issue such interpretations of, the Plan and any outstanding
option as it may deem necessary or advisable. Decisions of the
Plan Administrator shall be final and binding on all parties who
have an interest in the Plan or any outstanding option. No
person acting under this subsection shall be held liable for any
action or determination made in good faith with respect to the
Plan or any option granted under the Plan.
(c) The Company shall indemnify and hold harmless each Committee
member and each director of the Company, and the estate and heirs
of such Committee member or director, against all claims,
liabilities, expenses, penalties, damages or other pecuniary
losses, including legal fees, which such Committee member or
director, his or her estate or heirs may suffer as a result of
his or her responsibilities, obligations or duties in connection
with the Plan, to the extent that insurance, if any, does not
cover the payment of such items.
3. Eligibility for Option Grants.
The persons eligible to receive option grants pursuant to
the Plan ("Optionees") are as follows:
(i) employees of the Company (or its parent or subsidiary
corporations) who render services which contribute to the success
and growth of the Company (or its parent or subsidiary
corporations) or which may reasonably be anticipated to
contribute to the future success and growth of the Company (or
its parent or subsidiary corporations); and
(ii) non-employees who provide valuable services to the
Company (or its parent or subsidiary corporations).
4. Stock Subject to the Plan.
(a) The stock issuable under the Plan shall be shares of
the Company's authorized but unissued or reacquired common stock
(the "Common Stock"). The aggregate number of shares which may be
issued under the Plan shall not exceed 1,000,000 shares of Common
Stock. The total number of shares issuable under the Plan shall
be subject to adjustment from time to time in accordance with the
provisions of this Section 4.
(b) Should an option be terminated for any reason without
being exercised or surrendered in whole or in part, the shares
subject to the portion of the option not so exercised or
surrendered shall be available for subsequent option grants under
the Plan.
(c) In the event that the outstanding shares of Common
Stock issuable under the Plan as a class are increased or
decreased, or changed into or exchanged for a different number or
kind of shares or securities, as a result of any Corporate
Transactions (as defined in Section 7), stock splits, stock
dividends, or the like affecting the outstanding Common Stock as
a class, then appropriate adjustments shall be made to the
aggregate number of shares issuable under the Plan and to the
number of shares and price per share of the Common Stock subject
to each outstanding option, in order to prevent the dilution or
enlargement of benefits under such outstanding options.
5. Terms and Conditions of Options.
Options granted pursuant to the Plan shall be authorized by
action of the Plan Administrator and may, at the Plan
Administrator's discretion, be either Incentive Stock Options or
non-statutory Stock Options. Individuals who are not employees of
the Company or its parent or subsidiary corporations may only be
granted non-statutory Stock Options. Each granted option shall be
evidenced by one or more written instruments in a form approved
by the Plan Administrator; provided, however, that each such
instrument shall comply with and incorporate the terms and
conditions specified in this Section 5.
(a) Option Price.
(1) The option price per share (the "Option Price"), (a)
with respect to a non-qualified Stock Option, shall be between
eighty-five percent (85%) and one hundred percent (100%) of the
fair market value of a share of Common Stock on the date of the
option grant, as determined by the Company on a case by case
basis and (b) with respect to an Incentive Stock Option, shall,
subject to subsection (a)(2) below, be one hundred percent (100%)
of the fair market value of a share of Common Stock on the date
of the option grant.
(2) 10% Shareholder. If any Optionee under the Plan is on
the date of grant of an Incentive Stock Option the owner of stock
(as determined under Section 424(d) of the Internal Revenue Code)
possessing ten percent (10%) or more of the total combined voting
power of all classes of stock of the Company or any one of its
parent or subsidiary corporations (a "10% Shareholder"), then the
option price per share acquired pursuant to exercise of an
Incentive Stock Option shall not be less than one hundred and ten
percent (110%) of the fair market value of a share of Common
Stock on the date of the option grant.
(3) The option price shall become immediately due upon
exercise of the option and shall, subject to the provisions of
the instrument evidencing the grant, be payable in one of the
alternative forms specified below:
(i) full payment in cash or cash equivalents; or
(ii) full payment in shares of Common Stock having a fair
market value on the Exercise Date (as defined below) in an amount
equal to the option price; or
(iii) a combination of shares of Common Stock valued at
fair market value on the Exercise Date and cash or cash
equivalents, equal in the aggregate to the option price; or
(iv) any other form of consideration as the Plan
Administrator may approve.
For purposes of this Section 5(a)(3), the Exercise Date shall be
the first date on which the Company shall have received both
written notice of the exercise of the option and payment of the
option price for the purchased shares of Common Stock.
(4) For all valuation purposes under the Plan, the fair
market value of a share of Common Stock shall be determined in
accordance with the following provisions:
(i) If the Common Stock is not at the time listed or
admitted to trading on any stock exchange but is traded in the
over-the-counter market, the fair market value shall be the mean
between the highest bid and lowest asked prices (or, if such
information is available, the closing selling price) of one share
of Common Stock in the over-the-counter market, as such prices
are reported by the National Association of Securities Dealers
through its NASDAQ system or any successor system, on the date of
the option grant or Exercise Date, as the case may be. If there
are no reported bid and asked prices (or closing selling price)
for the Common Stock on the date in question, then the mean
between the highest bid price and lowest asked price (or the
closing selling price) on the last preceding date for which such
quotations exist shall be determinative of fair market value.
(ii) If the Common Stock is at the time listed or admitted
to trading on any stock exchange, then the fair market value
shall be the closing selling price of one share of Common Stock
on the date in question on the stock exchange determined by the
Plan Administrator to be the primary market for the Common Stock,
as such price is officially quoted in the composite tape of
transactions on such exchange. If there is no reported sale of
Common Stock on such exchange on the date in question, then the
fair market value shall be the closing selling price on the
exchange on the last preceding date for which such quotation
exists.
(iii) If the Common Stock at the time is neither listed nor
admitted to trading on any stock exchange nor traded in the over-
the-counter market, then the fair market value shall be
determined by the Plan Administrator in accordance with Section
260.140.50 of the California Code of Regulations or any successor
rule.
(b) Option Period. The term of each option shall commence
on the date of grant of the option and shall be seven (7) years,
except that if an Incentive Stock Option is granted to an
Optionee who, immediately before the grant of the Incentive Stock
Option, owns stock representing more than ten percent (10%) of
the total combined voting power of all classes of stock of the
Company or its parent or subsidiary corporations, the exercise
period specified in the option agreement for which the Incentive
Stock Option thereunder is granted, shall not exceed five years
from the date of grant. Subject to other provisions of the Plan,
(a) each Incentive Stock Option shall be exercisable during its
term as to twenty percent (20%) of the Incentive Stock Option
shares during the twelve (12) months beginning on the first
anniversary of the date of grant, and twenty percent (20%)
thereafter during each of the four (4) next successive twelve
(12) month periods, and (b) each non-qualified Stock Option shall
be exercisable over a five (5) year term, as determined by the
Company on a case by case basis, provided, however, that each non-
qualified Stock Option shall be exercisable at a rate of at least
twenty percent (20%) per year over five (5) years from the date
the non-qualified Stock Option is granted. Additionally, if an
Optionee shall not in any period purchase all of the option
shares which the Optionee is entitled to purchase in such period,
then the Optionee may purchase all or any part of such shares
subject to this Agreement at any time after the end of such
period and prior to the expiration of the option.
(c) Effect of Termination.
(1) Subject to the other provisions of the Plan, should an
Optionee cease to be a service provider to the Company ("Service
Provider"), or employee or director, for any reason (including
death or permanent disability as defined in Section 105(d)(4) of
the Internal Revenue Code), then any option or options granted
under the Plan to such Optionee and outstanding on the Cessation
Date (as defined below) shall remain exercisable for a period not
to exceed six (6) months from the date of such cessation of
Service Provider, employee or director, status (the "Cessation
Date"), the specific amount of time to be determined at the time
of granting the option; provided, however, that under no
circumstances shall such options be exercisable after the
expiration date of the option term specified in the instrument
evidencing the option grant. Notwithstanding the foregoing, such
shorter period of exercisability following the Cessation Date, as
determined by the Company at the time of original grant, shall in
no event be less than: (i) six (6) months in the event that
employment termination is due to the death or disability of the
Optionee and (ii) thirty (30) days in the event that employment
termination is due to any other reason. Each such option shall,
during such six (6) month or shorter period, be exercisable to
the extent of the number of shares (if any) for which the option
is exercisable on the Cessation Date (the "Vested Shares"), and
to the extent that on the Cessation Date the number of shares (if
any) for which the option is not exercisable will become
exercisable within the following year, the Optionee may exercise
the option for a percentage of such shares based on the following
fraction: the numerator shall be the number of days from the last
anniversary date of the grant of the option to the Cessation Date
and the denominator shall be the number of days from the last
anniversary date of the grant of the option to the next
anniversary date of the grant of the option. Upon the expiration
of such six (6) month or shorter period or (if earlier) upon the
expiration of the option term, the option shall terminate and
cease to be exercisable.
(2) Notwithstanding subsection (c)(1) above, the Plan
Administrator shall have complete discretion, exercisable either
at the time the option is granted or at the Cessation Date to
provide that options held by such Optionee may be exercised not
only with respect to Vested Shares as of the Cessation Date, but
also with respect to one or more subsequent installments of
shares for which the option would otherwise have become
exercisable had such cessation of Service Provider status not
occurred.
(3) For purposes of the Plan, the Optionee shall be deemed
to be a Service Provider of the Company for so long as the
Optionee renders periodic services to the Company or one or more
of its parent or subsidiary corporations.
(d) No Employment or Service Contract. Nothing in the Plan
shall confer upon the Optionee any right to continue in the
service of the Company (or any parent or subsidiary corporation
of the Company employing or retaining the Optionee) for any
period of specific duration or interfere with or otherwise
restrict in any way the rights of the Company (or any parent or
subsidiary corporation of the Company employing or retaining
Optionee) or the Optionee, to terminate the service provider
status of Optionee at any time for any reason or no reason
whatsoever, with or without cause.
(e) Stockholder Rights. An Optionee shall have none of the
rights of a stockholder with respect to any shares covered by the
option until such individual shall have duly exercised the option
and paid the option price.
6. Exercise of Options.
(a) Each Option may be exercised in whole or in part (but
not as to fractional shares) by delivering it for surrender or
endorsement to the Company, attention of the Corporate Secretary,
at the Company's principal office, together with payment of the
Exercise Price and an executed Notice and Agreement of Exercise
in the form prescribed by the Company.
(b) Exercise of each Option is conditioned upon the
agreement of the Optionee to the terms and conditions of this
Plan and of such Option as evidenced by the Optionee's execution
and delivery of a Notice and Agreement of Exercise in a form to
be determined by the Committee in its discretion. Such Notice and
Agreement of Exercise shall set forth the agreement of the
Optionee that: (a) no Option Shares will be sold or otherwise
distributed in violation of the Securities Act of 1933 (the
"Securities Act") or any other applicable federal or state
securities laws, (b) each Option Share certificate may be
imprinted with legends reflecting any applicable federal and
state securities law restrictions and conditions, (c) the Company
may comply with said securities law restrictions and issue "stop
transfer" instructions to its Transfer Agent and Registrar
without liability, (d) each Optionee will timely file all reports
required under federal securities laws, and (e) each Optionee
will report all sales of Option Shares to the Company in writing
on a form prescribed by the Company.
(c) No Option shall be exercisable unless and until any
applicable registration or qualification requirements of federal
and state securities laws, and all other legal requirements, have
been fully complied with. The Company will use reasonable efforts
to maintain the effectiveness of a Registration Statement under
the Securities Act for the issuance of Options and shares
acquired thereunder, but there may be times when no such
Registration Statement will be currently effective. The exercise
of Options may be temporarily suspended without liability to the
Company during times when no such Registration Statement is
currently effective, or during times when, in the reasonable
opinion of the Committee, such suspension is necessary to
preclude violation of any requirements of applicable law or
regulatory bodies having jurisdiction over the Company. If any
Option would expire for any reason except the end of its term
during such a suspension, then if exercise of such Option is duly
tendered before its expiration, such Option shall be exercisable
and exercised (unless the attempted exercise is withdrawn) as of
the first day after the end of such suspension. The Company
shall have no obligation to file any Registration Statement
covering resales of Option Shares.
(d) Withholding Taxes. The Company shall have the right at
the time of exercise of any Stock Option to make adequate
provision for any federal, state, local, or foreign taxes which
it believes are or may be required by law to be withheld with
respect to such exercise.
(e) Dollar Limitation. The aggregate fair market value
(determined as of the respective date or dates of grant) of the
Common Stock for which one or more options granted to any
Employee under the Plan (or any other option plan of the Company
or its parent or subsidiary corporations) may for the first time
become exercisable as Incentive Stock Options during any one
calendar year shall not exceed the sum of One Hundred Thousand
Dollars ($100,000). In the event that Section 422 of the
Internal Revenue Code is amended to alter the limitation set
forth therein so that following such amendment such limitation
shall differ from the $100,000 limitation set forth above, the
dollar limitation of this Section 6(e) shall be automatically
adjusted accordingly. To the extent the Employee holds two or
more such options which become exercisable for the first time in
the same calendar year, the foregoing limitation on the
exercisability thereof as Incentive Stock Options shall be
applied on the basis of the order in which such options are
granted, and any Incentive Stock Options subject to the
limitations of this Section 6(e) shall be treated as non-
qualified Stock Options subject to the applicable terms and
conditions of the Plan.
7. Corporate Transactions.
(a) In the event of any of the following transactions (a
"Corporate Transaction"):
(i) a merger or consolidation in which the Company is not
the surviving entity, except for a transaction the principal
purpose of which is to change the State of the Company's
incorporation,
(ii) the sale, transfer or other disposition of all or
substantially all of the assets of the Company, or (iii) any
reverse merger in which the Company is the surviving entity but
in which fifty percent (50%) or more of the Company's outstanding
voting stock is transferred to holders different from those who
held the stock immediately prior to such merger, then each
outstanding option which is not to be assumed by the successor
corporation or parent thereof (or to be replaced with a
comparable option to purchase shares of the capital stock of such
successor corporation or parent thereof) automatically shall be
accelerated so that each such option, immediately prior to the
specified effective date for such Corporate Transaction, shall
become fully exercisable with respect to the total number of
shares of Common Stock purchasable under such option. Any such
accelerated options not exercised as of the consummation of the
Corporate Transaction shall terminate and cease to be
exercisable, unless assumed by the successor corporation or
parent thereof (or replaced with a comparable option to purchase
shares of the capital stock of such successor corporation or
parent thereof).
(b) In connection with any Corporate Transaction, the
exercisability of any accelerated options under the Plan as an
Incentive Stock Option shall remain subject to the applicable
dollar limitation of Section 6(e).
(c) The Plan Administrator shall have the right and power
at any time to waive in whole or in part, absolutely or
conditionally, any right of the Company contained in any
instrument or option agreement evidencing any options granted
under the Plan.
(d) The grant of options under the Plan shall in no way
affect the right of the Company to adjust, reclassify, reorganize
or otherwise change its capital or business structure or to
merge, consolidate, dissolve, liquidate or sell or transfer all
or any part of its business or assets.
8. Amendment of the Plan.
(a) The Board shall have complete and exclusive power and
authority to amend or modify the Plan in any or all respects
whatsoever; provided, however, that no such amendment or
modification shall, without the consent of the holders, adversely
affect rights and obligations with respect to options at the time
outstanding under the Plan; and provided further, that the Board
shall not, without the approval of the stockholders of the
Company where required by law.
(b) The provisions of this Plan pertaining to Incentive
Stock Options are intended to comply with all requirements of the
Internal Revenue Code pertaining to qualification of such
incentive stock options as Incentive Stock Options under the
Internal Revenue Code and all provisions of the Plan with respect
thereto shall be construed in a manner consistent therewith.
9. Effective Date and Term of Plan.
(a) The Plan shall become effective when adopted by the Board,
but no option granted under the Plan shall become exercisable
unless and until the Plan shall have been approved by the
shareholders of the Company. If such shareholder approval is not
obtained within twelve (12) months after the date of the Board's
adoption of the Plan, then all options previously granted under
the Plan shall terminate and no further options shall be granted.
Subject to such limitation, the Plan Administrator may grant
options under the Plan at any time after the Plan effective date
and before the date fixed herein for termination of the Plan.
(b) Unless sooner terminated in accordance with the provisions
hereof, the Plan shall terminate upon the earlier of (i) the
expiration of the eight (8) year period measured from the date of
the Board's adoption of the Plan or (ii) the date on which all
shares available for issuance under the Plan shall have been
issued or canceled pursuant to the exercise or surrender of
options granted under the Plan.
10. Regulatory Approvals.
The implementation of the Plan, the granting of any option
under the Plan, and the issuance of Common Stock upon the
exercise or surrender of any such option, shall be subject to the
procurement by the Company of all approvals and permits required
by regulatory authorities having jurisdiction over the Plan, the
options granted under the Plan and the Common Stock issued
pursuant to the Plan.
11. Requests for Information.
For additional information about the Plan or the Plan
Administrator, please direct all such requests to the Chief
Financial Officer of Boatracs, Inc., 6440 Lusk Boulevard, Suite
D201, San Diego, CA 92121, telephone number (619) 587-1981.
12. Financial Reports.
The Company shall deliver financial and other information
regarding the Company, on an annual or other periodic basis, to
each individual holding an outstanding option under the Plan, to
the extent the Company is required to provide such information
pursuant to Section 260.140.46 (or any successor thereto) of the
Rules of the California Corporations Commissioner.
13. Successors in Interest.
The Company shall not assign or delegate to any other person
this Plan or any rights or obligations under this Plan. Subject
to any restriction on transferability contained in this Plan,
this Plan shall be binding upon and shall inure to the benefit of
the successors-in-interest and assigns of each party to this
Plan. Nothing in this Paragraph shall create any rights
enforceable by any person not a party to this Plan, except for
the rights of the successors-in- interest and assigns of each
party to this Plan, unless such rights are expressly granted in
this Plan to other specifically identified persons.
14. Governing Law.
This Plan shall be construed in accordance with, and
governed by, the laws of the State of California.
15. Attorney's Fees.
In the event any litigation, arbitration, mediation, or
other proceeding ("Proceeding") is initiated by any party(ies)
against any other party(ies) to enforce, interpret or otherwise
obtain judicial or quasi-judicial relief in connection with this
Plan the prevailing party(ies) in such Proceeding shall be
entitled to recover from the unsuccessful party(ies) all costs,
expenses, and actual attorney's and expert witness fees relating
to or arising out of (a) such Proceeding (whether or not such
Proceeding proceeds to judgment), and (b) any post- judgment or
post-award proceeding including without limitation one to enforce
any judgment or award resulting from any such Proceeding. Any
such judgment or award shall contain a specific provision for the
recovery of all such subsequently incurred costs, expenses, and
actual attorney's and expert witness fees.
16. Prior Understandings.
This Plan contains the entire agreement between the parties
with respect to the subject matter of the Plan, is intended as a
final expression with respect to such terms as are included in
the Plan, and supersedes all negotiations, stipulations,
understandings, agreements, representations and warranties, if
any, with respect to such subject matter, which precede or
accompany the execution of the Plan.
17. Arbitration.
All disputes pertaining to this Plan shall be resolved by
the American Arbitration Association pursuant to its rules in San
Diego, California.
18. Option Non-Transferable; Exceptions
This option shall be neither transferable nor assignable by
Optionee other than by will or by the laws of descent and
distribution and may be exercised, during Optionee's lifetime,
only by Optionee.
Exhibit 4.2
This Document Constitutes Part
of a Prospectus Covering
Securities That Have Been
Registered under The
Securities Act of 1933.
BOATRACS, INC.
STOCK OPTION AGREEMENT
This Agreement is made as of the 19th day of June, 1997, by and
between Boatracs, Inc., a California corporation (the "Company"),
and the party identified in Exhibit A (the "Optionee").
WITNESSETH:
RECITALS
A.The Board of Directors of the Company has adopted the
Company's 1996 Stock Option Plan (the "Plan") for the purpose
stated in the Plan including attracting and retaining the
services of selected key employees (including offlcers and
directors), and non-employee directors, consultants or advisors,
who contribute to the financial success of the Company or its
parent or subsidiary corporations.
B.Optionee is a key employee of the Company or its subsidiary
corporations or a service provider to the Company or its
subsidiary corporations, and this Agreement is executed pursuant
to, and is intended to carry out the purposes of, the Plan in
connection with the Company's grant of a stock option to
Optionee.
NOW, THEREFORE, it is hereby agreed as follows:
1.Grant of Option. Subject to and upon the terms and
conditions set forth in this Agreement, there is hereby granted
to Optionee, as of the date of this Agreement (the "Grant Date"),
a stock option to purchase up to the number of shares of the
Company's Common Stock set forth on attached Exhibit "A" (the
"Option Shares") from time to time during the option term at the
option price (the "Option Price") specified on attached Exhibit
"A".
2.Option Term. This option shall have a maximum term of
seven (7) years measured from the Grant Date and shall
accordingly expire on the seventh anniversary of the Grant Date
(the "Expiration Date"), unless sooner terminated in accordance
with this Agreement, except that if an Incentive Stock Option is
granted to an Optionee who, immediately before the grant of the
Incentive Stock Option, owns stock representing more than ten
percent (10%) of the total combined voting power of all classes
of stock of the Company or its parent or subsidiary corporations,
the exercise period specified in the option agreement for which
the Incentive Stock Option thereunder is granted, shall not
exceed five years from the date of grant.
3.Option Nontransferable: Exception. This option shall be
neither transferable nor assignable by Optionee other than by
will or by the laws of descent and distribution and may be
exercised, during Optionee's lifetime, only by Optionee.
4.Dates of Exercise. This option may not be exercised in
whole or in part at any time prior to the time the Plan is
approved by the Company's stockholders in accordance with
Paragraph 15. Provided such stockholder approval is obtained,
Optionee may, within the specified term of this option and
pursuant to the provisions of this Agreement, purchase the Option
Shares according to the vesting schedule set forth in Exhibit
"A". Exercisable installments may be exercised in whole or in
part and, to the extent not exercised, will accumulate and be
exercisable at any time on or before the Expiration Date unless
sooner terminated.
5.Accelerated Termination of Option Term. The option term
specified in Paragraph 2 shall terminate (and this option shall
cease to be exercisable) prior to the Expiration Date should one
of the following provisions become applicable:
(a)Should an Optionee cease to be a service provider to
the Company ("Service Provider"), or employee or director,
because of death or permanent disability as defined in
Section 105(d)(4) of the Internal Revenue Code), then any option
or options granted under the Plan to such Optionee and
outstanding on the Cessation Date (as defined below) shall remain
exercisable for a period of six (6) months from the date of such
cessation of Service Provider, employee or director, status (the
"Cessation Date"), and (ii) should an Optionee cease to be a
service provider to the Company ("Service Provider"), or employee
or director, for any other reason, then any option or options
granted under the Plan to such Optionee and outstanding on the
Cessation Date shall remain exercisable for a period of thirty
(30) days from the Cessation Date. Each such option shall,
during such six (6) month or thirty (30) day period, be
exercisable to the extent of the number of shares (if any) for
which the option is exercisable on the Cessation Date (the
"Vested Shares"), and to the extent that on the Cessation Date
the number of shares (if any) for which the option is not
exercisable will become exercisable within the following year,
the Optionee may exercise the option for a percentage of such
shares based on the following fraction: the numerator shall be
the number of days from the last anniversary date of the grant of
the option to the Cessation Date and the denominator shall be the
number of days from the last anniversary date of the grant of the
option to the next anniversary date of the grant of the option.
Upon the expiration of such six (6) month or shorter period or
(if earlier) upon the expiration of the option term, the option
shall terminate and cease to be exercisable.
For purposes of the Plan, the Optionee shall be deemed to
be a service provider of the Company for so long as the Optionee
renders periodic services to the Company or one or more of its
parent or subsidiary corporations.
(b)Should Optionee die while this option is outstanding,
then the executors or administrators of Optionee's estate or
Optionee's heirs or legatees (as the case may be) shall have the
right to exercise this option for the number of Option Shares (if
any) for which the option is exercisable on the date of the
Optionee's death. Such right shall lapse and this option shall
cease to be exercisable upon the earlier of (i) the six (6) month
anniversary of the date of the optionee's death or (ii) the
Expiration Date.
(c)Optionee shall be deemed to be permanently disabled if
Optionee is, by reason of any medically determinable physical or
mental impairment expected to result in death or to be of
continuous duration of not less than six (6) months, unable to
perform his/her usual duties for the Company or the parent or
subsidiary corporation retaining his/her services. Upon the
expiration of such limited period of exercisability or (if
earlier) upon the Expiration Date, this option shall terminate
and cease to be outstanding.
6.Privilege of Stock Ownership. The holder of this option
shall not have any of the rights of a stockholder with respect to
the Option Shares until such individual shall have exercised the
option and paid the Option Price.
7.Exercise of Options.
(a)The option may be exercised in whole or in part (but
not as to fractional shares) by delivering it for surrender or
endorsement to the Company, attention of the Corporate Secretary,
at the Company's principal office, together with payment of the
Exercise Price and an executed Stock Purchase Agreement in the
form attached as Exhibit B ("Stock Purchase Agreement").
(b)The option price shall become immediately due upon
exercise of the option and shall be payable in one of the
following alternative forms: (i) full payment in cash or cash
equivalents; or (ii) full payment in shares of Common Stock
having a fair market value on the Exercise Date (as defined
below) in an amount equal to the option price; or (iii) a
combination of shares of Common Stock valued at fair market value
on the Exercise Date and cash or cash equivalents, equal in the
aggregate to the option price; or (iv) any other form of
consideration as the Plan Administrator may approve.
(c) The option is conditioned upon the agreement of the
Optionee to the terms and conditions of the Plan and of this
Agreement as evidenced by the Optionee's execution and delivery
of a Stock Purchase Agreement.
(d) No option shall be exercisable unless and until any
applicable registration or qualification requirements of federal
and state securities laws, and all other legal requirements, have
been fully complied with. The Company will use reasonable
efforts to maintain the effectiveness of a Registration Statement
under the Securities Act for the issuance of options and shares
acquired thereunder, but there may be times when no such
Registration Statement will be currently effective. The exercise
of options may be temporarily suspended without liability to the
Company during times when no such Registration Statement is
currently effective, or during times when, in the reasonable
opinion of the Committee, such suspension is necessary to
preclude violation of any requirements of applicable law or
regulatory bodies having jurisdiction over the Company. If any
option would expire for any reason except the end of its term
during such a suspension, then if exercise of such option is duly
tendered before its expiration, such option shall be exercisable
and exercised (unless the attempted exercise is withdrawn) as of
the first day after the end of such suspension. The Company
shall have no obligation to file any Registration Statement
covering resales of Option Shares.
(e) The Company shall have the right at the time of
exercise of any option under this Agreement to make adequate
provision for any federal, state, local, or foreign taxes which
it believes are or may be required by law to be withheld with
respect to such exercise.
8.Compliance with Laws and Regulations.
(a) The exercise of this option and the issuance of
Option Shares upon such exercise shall be subject to compliance
by the Company and the Optionee with all applicable requirements
of law relating thereto and with all applicable regulations of
any stock exchange on which shares of the Company's Common Stock
may be listed at the time of such exercise and issuance.
(b) In connection with the exercise of this option,
Optionee shall execute and deliver to the Company such
representations in writing as may be requested by the Company in
order for it to comply with the applicable requirements of
federal and state securities laws.
9.Successors and Assigns. Except to the extent otherwise
provided in this Agreement, the provisions of this Agreement
shall inure to the benefit of, and be binding upon, the
successors, administrators, heirs, legal representatives and
assigns of Optionee and the successors and assigns of the
Company.
10. Liability of Company.
(a) If the Option Shares covered by this Agreement
exceed, as of the Grant Date, the number of shares of Common
Stock which may without stockholder approval be issued under the
Plan, then this option shall be void with respect to such excess
shares unless stockholder approval of an amendment sufficiently
increasing the number of shares of Common Stock issuable under
the Plan is obtained in accordance with the provisions of the
Plan.
(b) The inability of the Company to obtain approval from
any regulatory body having authority deemed by the Company to be
necessary to the lawful issuance and sale of any Common Stock
pursuant to this option shall relieve the Company of any
liability with respect to the non-issuance or sale of the Common
Stock as to which such approval shall not have been obtained.
The Company, however, shall use its best efforts to obtain all
such approvals.
11. No Employment or Service Contract. Except to the extent
the terms of any employment contract between the Company and the
Optionee may expressly provide otherwise, the Company (or any
parent or subsidiary corporation of the Company employing
Optionee) shall be under no obligation to continue the employee
status of Optionee for any period of specific duration and may
terminate such employee status at any time, with or without
cause.
12. Notices. Any notice required to be given or delivered
to the Company under the terms of this Agreement shall be in
writing and addressed to the Company in care of its Secretary at
its corporate offices. Any notice required to be given or
delivered to Optionee shall be in writing and addressed to
Optionee at the address indicated below Optionee's signature line
on this Agreement. All notices shall be deemed to have been
given or delivered upon personal delivery or upon deposit in the
U.S. mail, postage prepaid and properly addressed to the party to
be notified.
13. Construction. This Agreement and the option evidenced
hereby are made and granted pursuant to the Plan and are in all
respects limited by and subject to the express terms and
provisions of the Plan. All terms inconsistent with the Plan
shall be void except to the extent that such terms can be read
consistently with the terms of the Plan. All decisions of the
Plan Administrator with respect to any question or issue arising
under the Plan or this Agreement shall be conclusive and binding
on all persons having an interest in this option.
14. Governing Law. The interpretation, performance, and
enforcement of this Agreement shall be governed by the laws of
the State of California as applied to agreements between
California residents entered into and to be fully performed in
California.
15. Stockholder Approval. The grant of this option is
subject to approval of the Plan by the Company's stockholders
within twelve (12) months after the adoption of the Plan by the
Board of Directors, and this option may not be exercised in whole
or in part until such shareholder approval is obtained. In the
event that such stockholder approval is not obtained, then this
option shall thereupon terminate and the Optionee shall have no
further rights to acquire any Option Shares hereunder.
16. Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
17. Withholding. Optionee hereby agrees to make appropriate
arrangements with the Company or parent or subsidiary corporation
employing Optionee (if any) for the satisfaction of any federal,
state or local income tax withholding requirements applicable to
the exercise of this option.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed in duplicate on its behalf by its duly authorized
officer and Optionee has also executed this Agreement in
duplicate, all as of the day and year indicated above.
COMPANY:
BOATRACS, INC.,
a California corporation
By:
Title:
Optionee:
Address:
<PAGE>
EXHIBIT "A"
INDIVIDUAL GRANT SCHEDULE
NAME DATE OPTION PRICE NUMBER OF OPTIONS
VESTING SCHEDULE
DATE PERCENTAGE VESTED
DESCRIPTION OF THE OPTION SHARES
These Option Shares are intended to be issued pursuant to
Incentive Stock Options.
COMPANY Initials Optionee Initials
<PAGE>
EXHIBIT "A"
INDIVIDUAL GRANT SCHEDULE
NAME DATE OPTION PRICE NUMBER OF OPTIONS
VESTING SCHEDULE
DATE PERCENTAGE VESTED
DESCRIPTION OF THE OPTION SHARES
These Option Shares are intended to be issued pursuant to Non-
Qualified Stock Options.
COMPANY Initials Optionee Initials
<PAGE>
EXHIBIT "B"
BOATRACS, INC.
STOCK PURCHASE AGREEMENT
(Exercise of Option)
This Agreement is made as of this ___ day of ______________,
19__, by and between Boatracs, Inc., a California corporation
("Company"), and ___________________________, the holder of a
stock option granted pursuant to the Company's 1996 Stock Option
Plan ("Optionee").
I. EXERCISE OF OPTION
A. Exercise. As of the date of this Agreement (the
"Purchase Date") optionee hereby purchases ________ shares of
Common Stock of the Company ("Purchased Shares") pursuant to that
certain option ("Option") granted Optionee on the date specified
in attached Exhibit "A" ("Grant Date") under the Company's 1996
Stock Option Plan ("Plan") at the option price of $_____ per
share ("Option Price").
B. Payment. Concurrently with the delivery of this
Agreement to the Secretary of the Company, Optionee shall (i) pay
the Option Price for the Purchased Shares in accordance with the
provisions of the agreement between the Company and Optionee
evidencing the Option ("Option Agreement"), and (ii) deliver
whatever additional documents may be required by the Option
Agreement as a condition for exercise.
II. OPTIONEE REPRESENTATIONS
A. Disposition of Shares. At the Company's reasonable
request, Optionee hereby agrees that Optionee shall make no
disposition of the Purchased Shares unless and until Optionee
shall have provided the Company with written assurances from the
Optionee and Company's counsel shall have provided a legal
opinion, in form and substance reasonably satisfactory to the
Company, that (i) the proposed disposition does not require
registration of the Purchased Shares under the 1933 Act or (ii)
all appropriate action necessary for compliance with the
registration requirements of the 1933 Act or of any exemption
from registration available under the 1933 Act has been taken.
The Company shall not be required (i) to transfer on its
books any Purchased Shares which have been sold or transferred in
violation of the provisions of this Section 2 or (ii) to treat as
the owner of the Purchased Shares, or otherwise to accord voting
or dividend rights to, any transferee to whom the Purchased
Shares have been transferred in contravention of this Agreement.
B. Shareholder Rights. Optionee (or any successor in
interest) shall have all the rights of a shareholder (including
voting and dividend rights) with respect to the Purchased Shares.
III. GENERAL PROVISIONS
A. No Employment or Service Contract. Except to the
extent the terms of any written employment contract with the
Optionee may expressly provide otherwise, the Company (or any
parent or subsidiary corporation employing or retaining Optionee)
is under no obligation to continue the Service Provider status of
Optionee for any period of specific duration and may terminate
such Service Provider status at any time, with or without cause.
For purposes of this Agreement, the Optionee shall be deemed to
be a Service Provider to the Company for so long as the Optionee
renders periodic services to the Company or one or more of its
parent or subsidiary corporations.
B. Optionee Undertaking. Optionee hereby agrees to take
whatever additional action and execute whatever additional
documents the Company may in its judgment deem necessary or
advisable in order to carry out or effect one or more of the
obligations or restrictions imposed on either the Optionee or the
Purchased Shares pursuant to the express provisions of this
Agreement.
C. Agreement is Entire Contract. This Agreement
constitutes the entire contract between the parties hereto with
regard to the subject matter hereof. This Agreement is made
pursuant to the provisions of the Plan and shall in all respects
be construed in conformity with the express terms and provisions
of the Plan.
D. Governing Law. This Agreement shall be governed by,
and construed in accordance with, the laws of the State of
California, as such laws are applied to contracts between
California residents entered into and to be fully performed
within California.
E. Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed to be an original,
but all of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement on
the day and year first indicated above.
Company:
BOATRACS, INC., a
California corporation
By:
Title:
Optionee:
Address:
Exhibit 5.1
Solomon Ward Seidenwurm & Smith Letterhead
June 19, 1997
Boatracs, Inc.
6440 Lusk Boulevard
Suite D201
San Diego, California 92121
RE: Registration Statement on Form S-8
Ladies and Gentlemen:
We are delivering this opinion and consent to you in connection
with the proposed issuance of up to 1,000,000 shares of common
stock, no par value (the "Plan Shares"), of Boatracs, Inc. (the
"Company"), to be issued pursuant to the Company's 1996 Stock
Option Plan, as amended March 24, 1997 (the "Plan") and to be
registered with the Securities and Exchange Commission on Form S-
8 (the "Registration Statement").
We have examined such documents and have reviewed such questions
of law as we have considered necessary and appropriate for the
purposes of this opinion and, based thereon, we advise you that,
in our opinion, the Plan Shares have been duly authorized by the
Company and, when paid for and delivered in accordance with the
terms of the Plan and the terms of the agreements evidencing the
grants of the options, will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to
the above-referenced Registration Statement.
Very truly yours,
/S/JOSEPH LESKO
Joseph M. Lesko
SOLOMON WARD SEIDENWURM & SMITH
JML/kap
EXHIBIT 23.1
DELOITTE & TOUCHE LLP LETTERHEAD
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Registration Statement of Boatracs, Inc. on Form S-8 of our
report dated February 7, 1997, appearing in the Annual
Report on Form 10-KSB of Boatracs, Inc. for the year ending
December 31, 1996 and December 31, 1995 and to the reference
to us under the heading "Experts" in the Prospectus, which
is part of this Registration Statement.
Deloitte & Touche LLP
San Diego, California
June 19, 1997
