As Filed with the Securities and Exchange Commission on June 15, 1999
Registration No. 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)
10675 Sorrento Valley Road, Suite 200,
San Diego, California 92121
(Address of Principal Executive Offices) (Zip Code)
Boatracs, Inc. 1996 Stock Option Plan
(Full Title of the Plan)
Michael Silverman, Chairman of the Board
Boatracs, Inc.
10675 Sorrento Valley Road, Suite 200
San Diego, California 92121
(Name and Address of Agent For Service)
619-657-0100
(Telephone Number, Including Area Code of Agent For Service)
CALCULATION OF REGISTRATION FEE
- ------------------------- ---------------------- ----------------------- -------
Proposed Proposed
Title of maximum maximum
securities to offering aggregate
be registered Amount to be price per offering Amount of
Registered share (1) price (1) registration fee
- ------------------------- ----------- ----------- --------------------
Common Stock,
no par 2,000,000 shares $2.83 $5,660,000 $1,573.48
value
- ------------------------- ---------------------- ----------------------- -------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933. The calculation
of the registration fee is based on a price per share of $2.83, which was
the average of the bid and asked price of the Common Stock on June 11,
1999.
II-1
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
REGISTRATION OF ADDITIONAL SECURITIES
This registration statement is filed in accordance with the provisions of
General Instruction E to Form S-8 for the purpose of registering additional
shares of common stock for offer and sale under the Boatracs, Inc. 1996 Stock
Option Plan, for which registration statements on Form S-8 (File Nos.
333-01817 and 333-53141) are already effective. Except to the extent of the
exhibits that are filed herewith, the contents of Boatracs, Inc.'s registration
statement on Form S-8 (File No. 333-01817) are hereby incorporated by reference.
Item 8. Exhibits.
4.1 Amended and Restated Articles of Incorporation of the Company.
Incorporated by reference to the Exhibit 3.1 to the Company's
Current Report on Form 8-K dated January 12, 1995.
4.2 Amended and Restated Bylaws. Incorporated by reference to Exhibit
3.2 to the Company's Current Report on Form 8-K dated January 12, 1995.
4.3 Amendment of the Bylaws, Article III, Section 2. Incorporated by
reference to Exhibit 3 to the Company's Form 10-QSB filed
with the SEC on May 14, 1996.
4.4 Boatracs, Inc. 1996 Stock Option Plan (as amended March 24 1997,
March 20, 1998 and May 11, 1999).
5.1 Opinion of Solomon Ward Seidenwurm & Smith, LLP.
23.1 Independent Auditors' Consent.
23.2 Consent of Solomon Ward Seidenwurm & Smith, LLP (included in
Exhibit 5.1).
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 15, 1999.
BOATRACS, INC.
By: /s/ MICHAEL SILVERMAN
Michael Silverman, Chairman of the Board
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Michael Silverman and Jon Gilbert, 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/ JON S. GILBERT Chief Executive Officer, June 15, 1999
Jon S. Gilbert President, Director
/s/ JOHN O'BRYANT Chief Financial Officer June 15, 1999
John O'Bryant
June 15, 1999
/s/ MICHAEL SILVERMAN Chairman of the Board,
Michael Silverman Director
/s/ THOMAS BERNARD Director June 15, 1999
Thomas Bernard
/s/ GILES BATEMAN Director June 15, 1999
Giles Bateman
/s/ LUIS MAIZEL Director June 15, 1999
Luis Maizel
/s/ MITCHELL LYNN Director June 15, 1999
Mitchell Lynn
/s/ SCOTT T. BODEN Director June 15, 1999
Scott T. Boden
EXHIBIT INDEX
4.1 Amended and Restated Articles of Incorporation of the Company.
Incorporated by reference to the Exhibit 3.1 to the Company's
Current Report on Form 8-K dated January 12, 1995.
4.2 Amended and Restated Bylaws. Incorporated by reference to Exhibit
3.2 to the Company's Current Report on Form 8-K dated
January 12, 1995.
4.3 Amendment of the Bylaws, Article III, Section 2. Incorporated by
reference to Exhibit 3 to the Company's Form 10-QSB filed
with the SEC on May 14, 1996.
4.4 Boatracs, Inc. 1996 Stock Option Plan (as amended March 24 1997,
March 20, 1998 and May 11, 1999).
5.1 Opinion of Solomon Ward Seidenwurm & Smith, LLP.
23.1 Independent Auditors' Consent.
23.2 Consent of Solomon Ward Seidenwurm & Smith, LLP (included in Exhibit 5.1).
BOATRACS, INC.
1996 STOCK OPTION PLAN
(as amended March 24, 1997, March 20, 1998 and May 11, 1999)
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)
officers, directors and consultants 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:
(a) Employees of the Company (or its parent or subsidiary corporations,
including officers and directors who are employees) who contribute to the
success and growth of the Company (or its parent or subsidiary corporations) or
who may reasonably be anticipated to contribute to the future success and growth
of the Company (or its parent or subsidiary corporations); and
(b) Directors, officers and consultants 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
4,000,000 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-Qualified Stock Options. Individuals who are not
employees of the Company or its parent or subsidiary corporations may only be
granted Non-Qualified 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) Subject to sub paragraph (a) (2), 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, 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 on the date of grant of an
Incentive Stock Option or Non Qualified Stock Option is 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
the Incentive Stock Option or Non Qualified 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 Non Qualified Option shall commence on the date of grant and
shall be for a term not exceeding ten (10) years. The term of each Incentive
Option shall be ten (10) years. Despite the preceding sentence, if an Incentive
Stock Option or Non Qualified Stock Option is granted to an Optionee who,
immediately before the grant of the Incentive Stock Option or Non Qualified
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 or Non Qualified Stock Option thereunder is
granted, shall not exceed five years from the date of grant. Subject to other
provisions of the Plan, each option shall be exercisable during its term as to
at least twenty percent (20%) of the 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. 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. Despite the foregoing, the Board may at its discretion provide
for earlier exercisability.
(c) Effect of Termination.
(1) Subject to the other provisions of the Plan, should an Optionee cease to be
an employee, officer, director or consultant of the Company or any of its
subsidiaries for death or permanent disability as defined in Section 22 (e)(3)
of the Internal Revenue Code, then any option or options granted under the Plan
to such Optionee and outstanding on the date of termination shall remain
exercisable for a period not to exceed six (6) months from the date of such
termination in the case of Non Qualified Stock Options and one year in the case
of Incentive Stock Options, 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. If the optionee's
relationship with the Company terminates for reasons other than death or
disability, the Board may fix a such shorter period of exercisability following
the termination date, as determined by the Company at the time of original
grant, but in no event less than thirty (30) days in the case of a Non Qualified
Stock Option or three (3) months in the case of an Incentive Stock Option. Each
such option shall, during such period, be exercisable to the extent of the
number of shares (if any) for which the option is exercisable on the termination
date (the "Vested Shares"), and to the extent that on the termination 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 termination 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 applicable 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, exercieable either at the time the option is granted or at
the termination date to provide that options held by such Optionee may be
exercised not only with respect to Vested Shares as of the termination date, but
also with respect to one or more subsequent installments of shares for which the
option would otherwise have become exercisable.
(3) For purposes of the Plan, the Optionee shall be deemed to be a consultant 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) Shareholder Rights. An Optionee shall have none of the rights of a
shareholder 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 shareholders 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., 10675
Sorrento Valley Road, Suite 200, San Diego, CA 92121, telephone number (619)
657-0100.
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 5.1
SOLOMON WARD SEIDENWURM & SMITH LETTERHEAD
June 15, 1999
Boatracs, Inc.
10675 Sorrento Valley Road, Suite 200
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 2,000,000 additional 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,
March 20, 1998, and May 11, 1999 (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/ SOLOMON WARD SEIDENWURM & SMITH, LLP
SOLOMON WARD SEIDENWURM & SMITH, LLP
San Diego, CA.
EXHIBIT 23.1
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 26, 1999, appearing in
the Annual Report on Form 10-KSB of Boatracs, Inc. for the year ended December
31, 1998.
Deloitte & Touche LLP
/S/ DELOITTE & TOUCHE LLP
San Diego, California
June 15, 1999
