<PAGE>
Registration No. 333-
As filed with the Securities and Exchange Commission on May 21, 1999.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
BI INCORPORATED
(Exact name of registrant as specified in its charter)
Colorado 84-0769926
(State or other juris- (I.R.S. Employer
diction of incorporation Identification No.)
or organization)
6400 Lookout Road
Boulder, Colorado 80301
(Address, including zip code of Principal Executive Offices)
BI Incorporated 1996 Stock Option Plan
(Full Title of the Plans)
David J. Hunter, President
BI Incorporated
6400 Lookout Road
Boulder, Colorado 80301
(303) 530-2911
(Name, address and telephone number,
including area code, of agent for service)
________________________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
Title of each class of Amount to be Proposed maximum Proposed maximum Amount of registration
securities to be registered offering price per aggregate offering fee
registered share(1) price
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par
value per share 400,000 shares $8.75 $3,500,000 $974
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) based upon the average of the high and low selling
prices reported on the Nasdaq National Market on May 17, 1999.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of the Registration Statement filed on Form S-8 under File Number
333-24073 are incorporated herein by reference.
Item 8. Exhibits.
4.1 BI Incorporated 1996 Stock Option Plan.
5.1 Opinion of Ireland, Stapleton, Pryor & Pascoe, P.C. regarding the
legality of the Common Stock being registered.
23.1 Consent of Independent Accountants.
23.2 Consent of Ireland, Stapleton, Pryor & Pascoe, P.C. (included in the
opinion filed as Exhibit 5.1).
25.1 Power of Attorney (included in Part II of this Registration Statement
under the caption "Signatures").
<PAGE>
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 Boulder, State of Colorado, on May 14, 1999.
BI INCORPORATED
By: /S/ David J. Hunter
------------------------
David J. Hunter,
President
Power of Attorney
The undersigned directors and/or officers of the Registrant, by virtue of
their signatures to this Registration Statement appearing below, hereby
constitute and appoint David J. Hunter or Jacqueline A. Chamberlin, or either of
them, with full power of substitution, as attorney-in-fact in their names,
places and steads to execute any and all amendments to this Registration
Statement in the capacities set forth opposite their names and hereby ratify all
that said attorneys-in-fact may do 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.
<TABLE>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/S/ David J. Hunter President, Chief Executive Officer May 14, 1999
- ------------------------------- and Director (Principal Executive
David J. Hunter Officer)
/S/ Jacqueline A. Chamberlin Vice President of Finance (Principal May 14, 1999
- ------------------------------- Financial and Accounting Officer)
Jacqueline A. Chamberlin
/S/ Jeremy N. Kendall Chairman May 14, 1999
- -------------------------------
Jeremy N. Kendall
/S/ William E. Coleman Vice Chairman May 14, 1999
- -------------------------------
William E. Coleman
/S/ Mckinley C. Edwards, Jr. Director May 14, 1999
- -------------------------------
Mckinley C. Edwards, Jr.
/S/ Beverly J. Haddon Director May 14, 1999
- -------------------------------
Beverly J. Haddon
/S/ Perry M. Johnson Director May 14, 1999
- -------------------------------
Perry M. Johnson
/S/ Barry J. Nidorf Director May 14, 1999
- -------------------------------
Barry J. Nidorf
/S/ Byam K. Stevens, Jr. Director May 14, 1999
- -------------------------------
Byam K. Stevens, Jr.
</TABLE>
<PAGE>
Exhibit 4.1
BI INCORPORATED
AMENDED 1996 STOCK OPTION PLAN
1. Purpose. The purpose of this 1996 Stock Option Plan (the "Plan")
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is to grant to employees, consultants and directors, options to purchase common
stock (the "Common Stock") of BI Incorporated, a Colorado corporation (the
"Corporation"), so that they may have the opportunity to participate in the
growth of the Corporation and to provide them with an increased incentive to
promote the interests of the Corporation. The options granted under the Plan
are intended to qualify as incentive stock options under Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), unless designated as
non-qualified stock options.
2. Eligible Persons. Employees, directors and consultants of the
----------------
Corporation or of any parent or subsidiary of the Corporation shall be eligible
to be granted options under the Plan, except that incentive stock options may be
granted only to employees. "Parent" and "subsidiary" shall have the meanings
set forth in Section 424 of the Code.
3. Stock Subject to Plan. Subject to the provisions of Section 10,
---------------------
the maximum aggregate number of shares for which options may be granted and sold
under the Plan is 1,400,000 shares of Common Stock. If an option should expire
or become unexercisable for any reason without having been exercised in full,
the unpurchased shares which were subject thereto shall become available for
future grant and sale under the Plan. No stock option may be granted under the
Plan more than 10 years after the adoption of the Plan by the Board.
4. Administration.
--------------
(a) The Plan shall be administered by a committee of at least two
non-employee members of the Board of Directors of the Corporation (the "Board")
appointed by the Board and serving at the Board's pleasure (the "Committee").
The Board may increase the size of the Committee, appoint additional members,
remove members (with or without cause), appoint new members, fill vacancies
however caused, or remove all members of the Committee and thereafter directly
administer the Plan. As used herein, the term Board shall also mean the
Committee.
(b) The Board may from time to time adopt such rules and
regulations as it may deem advisable for the administration of the Plan, and may
alter, amend, or rescind any such rules and regulations in its discretion. The
Board shall have the power to interpret or amend or discontinue the Plan, except
that any amendment which, under state or federal law or the applicable rules of
any exchange or trading system on which the Common Stock is traded, would
require shareholder approval shall take effect only upon such approval; and
further provided that without the written consent of an optionee, no amendment
or discontinuance of the Plan shall alter or impair any option previously
granted to him under the Plan, subject to any provisions otherwise in the Plan.
All decisions made by the Board in the administration and interpretation of the
Plan shall be binding and conclusive for all purposes. No member of the Board
shall be liable for any action taken or decisions made by him or her in good
faith with respect to the Plan or any options granted under it.
5. Price, Terms and Conditions of Options.
--------------------------------------
(a) Options shall be evidenced by a written Incentive Stock
Option Agreement or Non-Qualified Stock Option Agreement, as appropriate, in the
form approved from time to time by the Board. The type of option, the number of
shares which may be purchased under such option, the exercisability of such
option, the option's expiration date and the purchase price per share, shall be
designated by the Board at the time the option is granted.
(b) The purchase price per share of any option granted hereunder
shall in no event be less than 100% of the fair market value of each share at
the time the option is granted; provided, however, that incentive stock options
may not be granted to any holder of the voting rights of 10% or more of the
total combined voting power of all classes of stock of the Corporation at time
of grant, unless the purchase price is at least 110% of the fair market
<PAGE>
value of the shares at the time of grant. "Fair market value" shall be
determined as set forth in Section 9 below. No incentive stock options shall be
granted under the Plan to any employee where the aggregate fair market value
(determined at the time the option is granted) of the stock with respect to
which incentive stock options are exercisable for the first time by such
employee during any calendar year (under all such plans of the Corporation and
its parent and subsidiary corporations) shall exceed $100,000; provided that
non-qualified stock options granted under the Plan may exceed these limits. All
options shall be exercisable even though there may be outstanding any other
option(s) which was or were granted before the granting of such option. The
Board may impose on any option any additional terms and conditions which it
deems advisable and which are not inconsistent with the Plan.
6. Transferability. Unless otherwise determined by the Board, an
---------------
option granted under the Plan shall not be transferable by the individual to
whom it is granted otherwise than by will or the laws of descent and
distribution, and shall be exercisable, during the lifetime of such individual,
only by him; provided, however, that if such individual becomes legally
disabled, his legal representative may exercise the option on his behalf.
7. Exercise of Option.
------------------
(a) Exercise of an option shall be accomplished by delivery to
the Corporation before the option's expiration of written notice, signed by the
holder of the option, specifying the number of shares with respect to which the
option is exercised, the type of option being exercised, and by full payment of
the purchase price for the shares. The purchase price may, at the Corporation's
discretion, be paid by assignment to the Corporation of outstanding shares of
Common Stock of the Corporation owned by the optionee for at least six (6)
months prior to the date of exercise and having a fair market value (as
determined pursuant to Section 9 below) equal to the purchase price or that
portion thereof being paid in outstanding stock. The Corporation may issue a
certificate which reflects the net number of shares issuable after payment of
the exercise price in already owned Common Stock, so that the previously owned
certificate need not actually be tendered. An option may not be exercised for a
fraction of a share of Common Stock. At the Corporation's request, the notice of
exercise delivered to it shall contain a representation that the shares are
being purchased for investment only and not for resale or distribution. Within a
reasonable time after receipt of the properly executed notice of exercise, the
Corporation shall cause to be issued and delivered to the holder of the option a
certificate for the number of shares of Common Stock being purchased; provided,
however, that the Corporation may in its discretion allow the optionee to elect
to pay any withholding taxes payable upon exercise of a non-qualified stock
option, in whole or in part, by transferring to the Corporation shares of Common
Stock of the Corporation owned by him or by being credited by the Corporation
for shares he has a right to acquire in the option being exercised.
(b) No person shall have any rights as a stockholder with respect
to any shares covered by an option until the date of the issuance of a stock
certificate(s) for the shares for which the option has been exercised. No
adjustments shall be made for dividends or distributions or other rights for
which the record date is prior to the date such stock certificate(s) are issued,
except as provided in Section 10. Nothing in this Plan or in any option
agreement shall confer upon any optionee any rights to continue in the employ of
the Corporation or shall affect the Corporation's ability to terminate the
optionee's employment at any time.
8. Expiration of Option.
--------------------
(a) Each option granted under the Plan shall expire on the
earlier of (i) the date set forth in the Option Agreement for such optionee;
(ii) no later than twenty (20) years from the date the option is granted,
provided that any incentive stock option must terminate within ten (10) years
from the date the option is granted and provided that no incentive stock option
granted to a 10% shareholder (as described in Section 5, above) shall be
exercisable after the expiration of five (5) years from the date of grant; or
(iii) in the case of an incentive stock option, three (3) months following the
termination, for any reason other than death or disability, of the employment by
the Corporation, or by its parent or subsidiary, of the employee to whom the
option is granted.
(b) Unless earlier terminated pursuant to this Section 8, each
incentive stock option granted under the Plan, shall expire one (1) year
following the termination on account of death or disability of the employment by
or services for the Corporation, or by or for its parent or subsidiary, of the
employee to whom the option is granted. In the event of the termination of
employment by the Corporation of an optionee on account of his or her death or
disability, the optionee shall for purposes of the foregoing requirement be
considered to have completed the next
<PAGE>
full vesting period of employment with respect to the vesting period in which
his or her death or disability occurs.
9. Definition of Fair Market Value. For the purposes of this Plan,
-------------------------------
"fair market value" shall mean either the exercise price per share established
in the discretion of the Board of Directors or, so long as the Corporation's
stock is publicly traded, the closing price per share of Common Stock of the
Corporation on the last trading day preceding the date of grant.
10. Stock Splits, Dissolutions, Mergers, Etc.
-----------------------------------------
(a) In case of any stock split, stock dividend or similar
transaction which increases or decreases the number of outstanding shares of the
Corporation's Common Stock, appropriate adjustment will be made to both the
number of shares which may be purchased under the Plan and the number and
exercise price per share of Common Stock which may be purchased under any
outstanding options.
(b) In the event of the proposed dissolution or liquidation of
the Company, all options will be deemed terminated immediately prior to the
consummation of such proposed action, unless otherwise provided by the Board.
The Board may, in the exercise of its sole discretion in such instances, give
each Optionee the right to exercise his option prior to the consummation of such
action as to all or any part of the Common Stock subject to such option,
including shares as to which the option would not otherwise be exercisable.
(c) In the case of any merger, sale of all or substantially all
of the assets of the Corporation of other transaction which results in the
replacement of the Corporation's Common Stock with the stock of another
corporation, the Board may provide for the expiration of any option, for the
acceleration of the exercise date of any option to the day immediately preceding
the closing day of such event, or for the assumption or replacement of any
options with comparable options to purchase the stock of such other corporation.
11. Effective Date. The Plan shall take effect upon August 15, 1996.
--------------
If the Plan is not approved and ratified by the shareholders of the Corporation
within twelve (12) months of such date, all incentive stock options issued under
the Plan shall be disqualified as incentive stock options and shall thereafter
be non-qualified stock options, and any incentive or non-qualified stock option
granted to an officer or director of the Corporation shall lapse and be
cancelled.
ADOPTED: August 8, 1996
<PAGE>
Exhibit 5.1
May 14, 1999
BI Incorporated
6400 Lookout Road
Boulder, Colorado 80301
Ladies and Gentlemen:
We are counsel to BI Incorporated, a Colorado corporation (the "Company"), and
in such capacity have examined the Company's Registration Statement on Form S-8
(the "Registration Statement"), being filed with the Securities and Exchange
Commission in connection with the registration under the Securities Act of 1933,
as amended, of the offering of a maximum of 400,000 shares (the "Shares") of the
Company's Common Stock, to be issued pursuant to the Company's 1996 Stock Option
Plan (the "Plan"). We are familiar with the proceedings undertaken by the
Company in connection with the authorization, reservation and registration of
the Shares. Additionally, we have examined such questions of law and fact as we
have considered necessary or appropriate for purposes of this opinion.
Based on the foregoing, we are of the opinion that the Shares have been duly
authorized and, upon issuance, delivery and payment therefor as contemplated by
the Plan, will be validly issued, fully paid and nonassessable.
We hereby consent to your filing this opinion as an exhibit to the Registration
Statement.
Very truly yours,
IRELAND, STAPLETON, PRYOR & PASCOE, P.C.
By: /s/ John G. Lewis
-----------------------------------
John G. Lewis, Vice President
<PAGE>
Exhibit 23.1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated August 14, 1998, which appears on page
F-1 of the BI Incorporated Annual Report on Form 10-K for the year ended June
30, 1998.
/s/ PRICEWATERHOUSECOOPERS LLP
Broomfield, Colorado
May 17, 1999
