SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S - 8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
ALPNET, INC.
(Exact name of registrant as specified in its charter)
Utah 87-0356708
(State of Incorporation) (I.R.S. Employer I.D. No.)
4444 South 700 East, Suite #204
Salt Lake City, Utah 84107-3075
(Address of Principal Executive Offices) (Zip code)
ALPNET, INC. 1996 EXECUTIVE STOCK OPTION PLAN
(Full title of plan)
D. Kerry Stubbs
ALPNET, INC.
4444 South 700 East, Suite #204
Salt Lake City, Utah 84107-3075
(Name and address of agent for service)
(801) 265-3300
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of each class Proposed maximum Proposed maximum
of securities to be Amount to be offering price per aggregate offering Amount of
registered registered unit (1) price registration fee
<S> <C> <C> <C> <C>
Common Stock,
No Par Value 983,333 $0.50 $491,666.50 $169.54
Common Stock,
No Par Value 983,333 $0.75 $737,499.75 $254.31
Common Stock,
No Par Value 983,334 $1.10 $1,081,667.40 $372.99
<FN>
(1) Calculated solely for the purpose of determining the registration fee
pursuant to Rule 457(h)(1) as to the 2,950,000 shares subject to
outstanding options granted under the ALPNET, Inc. 1996 Executive Stock
Option Plan on the basis of the option prices indicated.
</FN>
</TABLE>
PART II
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Annual Report to shareholders for the year ended December 31, 1995 of
ALPNET, Inc. (the "Company") is hereby incorporated by reference.
All documents filed by the Company pursuant to Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended, since December 31, 1995 shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents.
All documents filed after the date hereof by the Company pursuant to Section
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment indicating that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed incorporated by reference in this registration statement and to
be part thereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
The securities offered pursuant to this registration statement are registered
under Section 12 of the Securities Exchange Act of 1934, as amended.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Bylaws of the Company require indemnification of an officer or director
acting in an official capacity to the fullest extent permitted by Utah law.
Part 9 of the Utah Revised Business Corporation Act (the "Corporation Act")
contains provisions entitling directors and officers of the Company to
indemnification under certain conditions from judgments, fines, amounts paid in
settlement, and reasonable expenses, including attorneys' fees, as the result of
an action or proceeding in which they may be involved by reason of being or
having been a director or officer of the Company. Indemnification under the
Corporation Act is generally permissible if the conduct of the director or
officer was in good faith and the director or officer reasonably believed that
his conduct was in, or not opposed to, the Company's best interests, and, in a
criminal case, that the director or officer had no reasonable cause to believe
his conduct was unlawful. Such indemnification would not be permitted under the
Corporation Act in connection with a proceeding by or in the right of the
Company in which the director or officer was adjudged liable to the Company, or
in connection with any other proceeding in which the officer or director was
adjudged liable on the basis that he derived an improper personal benefit.
Mandatory indemnification is required under the Corporation Act for a director
or officer who is successful, on the merits or otherwise, in the defense of any
proceeding, or any claim, issue or matter in a proceeding, to which he was a
party because he is or was an officer or director of the Company. A court may
order indemnification where mandatory under the Corporation Act or if the court
determines that the officer or director is fairly and reasonably entitled to
indemnification in view of all relevant circumstances and regardless of whether
the officer or director met the applicable standard of conduct or was adjudged
liable to the Company or adjudged liable on the basis that he derived an
improper personal benefit.
Payment of expenses for officers and directors is permitted in advance of a
final disposition of a proceeding on certain conditions, including the
furnishing of written affirmation by the officer or director of his good faith
belief that he has met the applicable standard of conduct, the furnishing of a
written agreement to repay the advance if the officer or director is ultimately
determined not to have met the applicable standard of conduct, and a
determination is made that the facts then known to the persons making the
determination would not preclude indemnification under the Corporation Act.
This determination is to be made either by the Board of Directors, a committee
of the Board of Directors, special counsel, or the shareholders, under
conditions and procedures generally designed to assure the independence of the
body making the determination.
The Company currently does not maintain officers' and directors' indemnity
insurance.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing arrangements, the Company has been informed 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Does not apply.
ITEM 8. EXHIBITS
The following is a list of exhibits filed as part of the Registration Statement:
<TABLE>
<CAPTION>
Exhibit No.
(Per Regulation S-K,
Exhibit Table) Exhibit
<S> <C>
5 Opinion of Callister Nebeker & McCullough Regarding Legality
23(a) Consent of Ernst & Young LLP, Independent Auditors
23(b) Consent of Independent Auditors (Friedman & Friedman)
23(c) Consent of Callister Nebeker & McCullough
99 Prospectus
</TABLE>
ITEM 9. UNDERTAKINGS
The undersigned hereby undertakes:
(1) (a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
Provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply
if the Registration Statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission 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.
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(2) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (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.
(3) 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 the 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 Salt Lake, State of Utah, on the 12th day of June
1996.
ALPNET, INC.
By /S/ Thomas F. Seal
Thomas F. Seal, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 12th day of June 1996.
/S/ Thomas F. Seal /S/ John W. Wittwer
Thomas F. Seal, President, Chief John W. Wittwer, Executive
Executive Officer, and Director Vice President and Director
/S/ Michael F. Eichner /S/ Jaap van der Meer
Michael F. Eichner, Chairman and Director Jaap van der Meer, Vice President
Sales and Marketing and Director
/S/ D. Kerry Stubbs
D. Kerry Stubbs, Vice President Finance
Chief Financial and Accounting Officer
EXHIBIT INDEX
ALPNET, INC.
ALPNET, INC. 1996 EXECUTIVE STOCK OPTION PLAN
FORM S-8
<TABLE>
<CAPTION>
Exhibit No.
(Per Regulation S-K, Sequentially
Exhibit Table) Exhibit Numbered Page
<S> <S>
5 Opinion of Callister Nebeker & McCullough Regarding Legality
23(a) Consent of Ernst & Young LLP, Independent Auditors
23(b) Consent of Independent Auditors (Friedman & Friedman)
23(c) Consent of Callister Nebeker & McCullough
99 Prospectus
</TABLE>
Exhibit 5
Opinion of Callister Nebeker & McCullough Regarding Legality
12 June 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Registration and Issuance of ALPNET, Inc. Common Stock Issuable
under the ALPNET, Inc. 1996 Executive Stock Option Plan
Ladies and Gentlemen:
This Firm has acted as counsel to ALPNET, Inc., a Utah corporation (the
"COMPANY"), in connection with its registration of 2,950,000 shares of its
common stock without par value (the "SHARES") issuable to eligible persons
pursuant to the ALPNET, Inc. 1996 Executive Stock Option Plan (the "PLAN").
In connection with this representation, we have examined the original,
or copies identified to our satisfaction, of such minutes, agreements, corporate
records and filings and other documents necessary to our opinion contained in
this letter. We have also relied as to certain matters of fact upon
representations made to us by officers and agents of the Company. Based upon
and in reliance on the foregoing, it is our opinion that:
1. The Company has been duly incorporated and is validly existing and in
good standing as a corporation under the laws of the State of Utah; and
has full corporate power and authority to own its properties and conduct
its business as described in the Prospectus/Proxy Statement referred to
above.
2. The Shares, when issued in compliance with the terms and conditions of
the Plan, shall be duly and validly issued and fully paid and
nonassessable; and the shareholders of the Company have no pre-emptive
rights to acquire additional shares in respect of the Shares.
Very truly yours,
CALLISTER NEBEKER & McCULLOUGH
A Professional Corporation
/S/ CALLISTER NEBEKER & McCULLOUGH
Exhibit 23(a)
Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8), pertaining to the 1996 Executive Stock Option Plan of ALPNET, Inc., of our
report dated March 15, 1996, with respect to the consolidated financial
statements of ALPNET, Inc. included in the Annual Report (Form 10-K) for the
year ended December 31, 1995, filed with the Securities and Exchange Commission.
/S/ERNST & YOUNG LLP
Salt Lake City, Utah
June 12, 1996
Exhibit 23(b)
Consent of Independent Auditors
We consent to the incorporation by reference in ALPNET, Inc.'s Registration
Statement (Form S-8), pertaining to the ALPNET, Inc. 1996 Executive Stock Option
Plan, of our Auditors' Report dated February 7, 1996, with respect to the
balance sheets of Multiscript Inc. as at December 31, 1995 and 1994, and the
statements of earnings, deficit and changes in financial position for each of
the years ended December 31, 1995, 1994 and 1993, which we have been advised are
included in the Annual Report (Form 10-K) of ALPNET, Inc. for the year ended
December 31, 1995.
/S/FRIEDMAN & FRIEDMAN
Chartered Accountants
Montreal, Quebec
June 11, 1996
Exhibit 23(c)
Consent of Callister Nebeker & McCullough
12 June 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Registration and Issuance of ALPNET, Inc. Common Stock Issuable
under the ALPNET, Inc. 1996 Executive Stock Option Plan
This Firm has acted as counsel to ALPNET, Inc., a Utah corporation (the
"COMPANY"), in connection with its registration of 2,950,000 shares of its
common stock without par value (the "SHARES") issuable to eligible persons under
the ALPNET, Inc. 1996 Executive Stock Option Plan.
We hereby consent to the use of our name in the Prospectus forming a
part of the Registration Statement to which this letter is attached as an
Exhibit, and therein being disclosed as counsel to the Company in this matter.
Very truly yours,
CALLISTER NEBEKER & McCULLOUGH
A Professional Corporation
/S/ CALLISTER NEBEKER & McCULLOUGH
EXHIBIT 99
PROSPECTUS
ALPNET, INC.
SHARES TO BE ISSUED PURSUANT TO
1996 EXECUTIVE STOCK OPTION PLAN
2,950,000 SHARES
Common Stock
(without par value)
The 2,950,000 shares of common stock (the "SHARES") of ALPNET, Inc.
("ALPNET" or the "COMPANY") referred to in this Prospectus are offered to those
persons who hold options (the "OPTIONS") to purchase such Shares granted or to
be granted pursuant to the ALPNET, Inc. 1996 Executive Stock Option Plan (the
"PLAN"). The terms and conditions of the Options are governed by the provisions
of the Plan and the stock option agreements between the Company and
participating optionees. There are hereby offered the Shares to be issued
pursuant to the Options.
Optionees who are "affiliates" of the Company, as that term is defined
in Rule 405 promulgated under the Securities Act of 1933, as amended (the
"SECURITIES ACT"), may not resell under this Prospectus any Shares purchased by
them upon exercise of the Options. Such resales must be described in a separate
prospectus or, in certain instances, registered in a separate registration
statement or sold in accordance with Rule 144 promulgated under the Securities
Act (without, however, being subject to the holding period requirement of the
Rule) or other applicable exemptions available under the Securities Act.
The Shares are offered at the exercise prices of the respective Options.
No commissions will be paid in connection with such sales. All proceeds of the
sale of the Shares will be received by the Company and used for general working
capital purposes.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER
MADE BY THIS PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY.
THIS PROSPECTUS IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY
SECURITIES OTHER THAN THOSE SPECIFICALLY OFFERED HEREBY, NOR IS IT SUCH AN OFFER
OR SOLICITATION IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE
SUCH AN OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY OR ITS
SUBSIDIARIES SINCE THE DATE HEREOF.
The date of this Prospectus is June 12, 1996.
PLAN INFORMATION
Introduction
This Prospectus relates to the Shares of the Company issuable upon
exercise of the Options granted or to be granted under the Plan to certain key
employees of the Company and its wholly-owned subsidiaries. A Registration
Statement with respect to the Shares offered pursuant to the Plan has been filed
with the Securities and Exchange Commission (the "COMMISSION"). This
Prospectus, which forms a part of the Registration Statement and sets forth
information concerning the Plan and the Company, is distributed to participating
employees pursuant to the Securities Act.
General
The Plan, as approved by the shareholders of the Company at the annual
meeting of the shareholders held on 23 May 1996, makes a total of 2,950,000
shares of the Company's common stock available for options thereunder to nine
executives of the Company. The Options together may be deemed for the purposes
of this Prospectus to comprise an employee benefit plan established by the
Company, separate and distinct from all other employee benefit plans established
by the Company.
The Plan is intended to encompass certain existing stock options for the
purchase of restricted Common Stock of the Company previously granted in August
1995, all of which are and will be "non-qualified" options within the meaning of
the applicable sections of the U.S. Internal Revenue Code, as amended. (See
"TAX TREATMENT" below.)
The significant features of the Plan are as follows:
Purpose
The purpose of the Plan is to advance the interests of the Company and
its subsidiaries by stimulating the efforts of key employees on behalf of the
Company, heightening the desire of key employees to continue employment with the
Company, and assisting the Company in competing effectively with other
enterprises for the services of key employees by encouraging such key employees
to acquire a stock ownership interest in the Company, thereby promoting the
interests of the Company and all its stockholders.
Administration
The Plan will be administered by the Board of Directors. The Board
shall interpret the Plan and prescribe such rules, regulations and procedures in
connection with the operation of the Plan as it shall deem to be necessary.
Participants
The Plan provides for no additional grants of options unless some of the
previously granted Options, as discussed hereafter, are forfeited or terminated
prior to September 1, 2000. Rather, the Plan encompasses certain options
already granted to the nine key executives in August 1995 and changes no terms
of those options except for (i) an extension of the vesting dates from September
1, 1996, 1997 and 1998 to June 1, 1998, 1999 and 2000, and (ii) the registration
of the stock set aside for issuance with the Commission.
Vesting and Exercise
The Options, as modified, will vest and become exercisable in three
equal installments on June 1, 1998 at an exercise price of $.50 per share; June
1, 1999 at an exercise price of $0.75 per share; and June 1, 2000 at an exercise
price of $1.10 per share. All options will terminate, if not sooner exercised,
on September 1, 2000. The Plan and the Options contain appropriate antidilution
provisions for adjustment of the number of shares subject to options and the
Option price in the event of stock splits, stock dividends and certain other
events described in the Plan. The fair market value of the Company's common
stock as of August 17, 1995, the grant date, was $.34375 per share, determined
by calculating the average of high and low prices as reported by the NASDAQ
Stock Market.
Payment of the exercise price can be made in full or part with the stock
of the Company valued at fair market value as of the date of exercise of the
option.
The vesting of the Options will accelerate under certain situations
involving a change in control of the Company.
Amendment, Termination or Extension of Plan
The Board of Directors may at any time terminate, annul, modify or
suspend the Plan, subject to the following conditions:
No termination or modification shall terminate any outstanding Options granted
under the Plan; no change can be made without stockholder approval if the change
increases the maximum number of shares which may be granted under the Plan or
alters the option price so that it is less than the fair market value of Common
Stock on the grant date for any new option grants, extends the option period
longer than September 1, 2000 or materially modifies the requirements as to
eligibility for participation in the Plan; or causes the options granted under
the Plan not to qualify for the exemption provided by Rule 16b-3 of the
Securities Exchange Act of 1934.
ERISA
The Plan is not qualified under Section 401(a) of the U.S. Internal
Revenue Code and the Company believes that the Plan is not subject to any of the
provisions of the Employee Retirement Income Security Act of 1974, as amended.
No Contributions or Reports
No contributions of any nature are to be made by the Company or any
other person to or for the account of any person holding any of the Options. No
reports will be made to any holder of the Options on a periodic or any other
basis, except for copies of reports to the Internal Revenue Service or similar
governmental entity reporting income to an optionee as may be required under
applicable tax laws.
Restriction on Transferability
The Options are not transferable except to the optionee's estate in the
event of death. In the event of termination of employment by an optionee, all
Options shall lapse immediately. In the event of the death of an optionee while
employed by the Company, any outstanding Options shall be exercisable for a
period of six months after death.
The Options provide that Shares issuable under the Options will be
issued subject to restrictions on transferability, except to the extent that the
Shares are issued pursuant to an effective Registration Statement filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended.
Shares issued during the effectiveness of the Registration Statement of which
this Prospectus is a part will not be subject to such restrictions.
Tax Treatment
Based on management's understanding of existing U.S. federal income tax
laws, the principal consequence of the grant to, and exercise of non-qualifying
stock options by, a U.S. citizen is summarized as follows. The grant of non-
qualifying options does not ordinarily have any income tax consequences to the
optionee.
In general, the Shares received on the exercise of an option will be
transferable and will not be subject to a substantial risk of forfeiture.
However, if the sale of the Shares acquired upon exercise of an option would
subject the U.S. optionee to liability under Section 16(b) of the Securities
Exchange Act of 1934, as amended, which requires certain "insiders" to pay to
the Company any profits received upon certain sales of Common Stock, the U.S.
optionee will recognize ordinary income (and the Company will be entitled to a
corresponding tax deduction) equal to the amount by which the fair market value
of the shares acquired exceeds the option exercise price for the shares on the
earlier of (i) the date that the optionee is no longer subject to liability
under Section 16(b) of the Exchange Act or (ii) six months after the date the
option is exercised. A U.S. optionee subject to liability under Section 16(b)
of the Exchange Act may, however, recognize ordinary income (and the Company
will be entitled to a corresponding tax deduction) at the time the option is
exercised if the optionee makes an election under Section 83(b) of the Code.
Any U.S. optionee who is subject to Section 16(b) of the Securities Exchange Act
of 1934 is encouraged to consult with their personal tax advisor prior to
exercising an option.
The foregoing is only a brief summary of the applicable U.S. federal
income tax laws and should not be relied upon as being a complete statement
thereof. Such tax laws are complex and are subject to legislative changes and
new or revised judicial or administrative interpretations. The grant of stock
options or the receipt of shares under the Plan may also have state and local
tax consequences. Moreover, the grant of stock options or the receipt of shares
under the Plan by non-U.S. citizens and by U.S. citizens residing abroad may be
further affected by income tax laws of the countries in which they reside.
THEREFORE, IT IS RECOMMENDED THAT ANY OPTIONEE, PRIOR TO EXERCISING AN OPTION
AND PRIOR TO DISPOSING OF THE SHARES ACQUIRED UNDER THE PLAN, CONSULT HIS OR HER
TAX ADVISOR AS TO THE TAX CONSEQUENCES OF SUCH AN EXERCISE AND/OR DISPOSITION,
AND REVIEW WITH HIS OR HER TAX ADVISOR FROM TIME TO TIME THE TAX STATUS OF
OPTIONS.
Rights of the Company
Neither the granting of an option nor the execution of a stock option
agreement affects the terms and conditions of an optionee's employment. In the
absence of an employment contract or other specific agreement to the contrary,
the Company may terminate an optionee's employment at any time subject to
applicable local laws.
AVAILABLE INFORMATION;
INCORPORATION BY REFERENCE
The Company hereby incorporates herein by reference the following:
(a) The Company's latest Annual Report on Form 10-K; and
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered
by the Company's latest Annual Report on Form 10-K.
All documents hereafter filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended, prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated herein by reference and to be a part hereof
from the respective dates of filing thereof.
The Company has filed a Registration Statement thereto with the
Securities and Exchange Commission under the Securities Act of 1933. This
Prospectus omits certain additional information contained in the Registration
Statement filed with the SEC under the Securities Act of 1933, as amended, to
which reference is hereby made.
Upon written request, the Company will provide without charge to each
person to whom this Prospectus is delivered a copy of any or all of the
documents incorporated herein by reference, excluding the exhibits thereto.
Requests for such documents should be addressed to D. Kerry Stubbs, Vice
President Finance, ALPNET, Inc., 4444 South 700 East, Suite 204, Salt Lake City,
Utah 84107-3075.
