<PAGE> 1
As filed with the Securities and Exchange Commission on March 6, 2000
Registration Statement No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
COMPUTRAC, INC.
(Name of small business issuer in its charter)
TEXAS
(State or other
jurisdiction 75-1540265
of incorporation or (I.R.S. Employer
organization) Identification No.)
222 MUNICIPAL DRIVE
RICHARDSON, TEXAS 75080
(Address of principal executive offices) (Zip code)
--------------------
COMPUTRAC, INC.
1999 STOCK OPTION PLAN
(Full title of the plan)
--------------------
Harry W. Margolis
222 Municipal Drive
Richardson, Texas 75080
(214) 234-4241
(Name, address and telephone number of agent for service)
--------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==========================================================================================================================
Title of securities to be Amount to be Proposed maximum offering Proposed maximum Amount of
registered registered(1) price per share(2) aggregate offering price(2) registration fee
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Common Stock, $0.01 par value 500,000 shares $3.00 $1,500,000 $417
==========================================================================================================================
</TABLE>
(1) Pursuant to Rule 416, shares issuable as a result of any stock split,
stock dividend or similar transaction with respect to these shares are
also being registered hereunder.
(2) Estimated solely for the purpose of determining the registration fee.
Pursuant to Rule 457(c) and 457(h)(1), the offering price and
registration fee are computed on the basis of the average of the high
and low price of the common stock on The American Stock Exchange on
February 29, 2000.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
- -------------
* The documents containing the information specified in Item 1 and Item 2
of Part I of Form S-8 will be sent or given to employees of CompuTrac,
Inc. (the "Company") participating in the CompuTrac, Inc. 1999 Stock
Option Plan, as required by Rule 428(b)(1) promulgated under the
Securities Act of 1933, as amended (the "Securities Act"). These
documents and the documents incorporated herein by reference pursuant
to Item 3 of Part II of this Registration Statement, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of
the Securities Act.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Company hereby incorporates by reference in this Registration
Statement the following documents previously filed by the Company with the
Securities and Exchange Commission:
(1) The Company's Quarterly Reports on Form 10-QSB for the fiscal
quarters ended April 30, 1999, July 31, 1999 and October 31, 1999.
(2) The Company's Annual Report on Form 10-KSB for the fiscal year ended
January 31, 1999.
(3) The description of the Company's Common Stock contained in the
Registration Statement on Form 8-A filed by the Company with the
Securities and Exchange Commission on June 1, 1984, including any
amendment or report filed for the purpose of updating such
description.
In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to
the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained herein
or in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Amended Articles of Incorporation of the Company provide that a
director of the Corporation shall not be personally liable to the Corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability for (i) any breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) any transaction from which the director derived any improper benefit,
(iv) an act or omission for which the liability of a director is expressly
provided for by statute, or (v) an act related to an unlawful stock repurchase
or payment of dividend. The Amended Articles of Incorporation of the Company
further provide that if the laws governing Texas corporations are amended after
approval by the stockholders of this article to authorize corporate action
further eliminating or limiting the personal liability of directors, then the
liability of a director of the Corporation shall be eliminated or limited to the
fullest extent permitted by the Texas Miscellaneous Corporation Laws Act, as so
amended. This provision in the Amended Articles of Incorporation does not
eliminate the duty of care, and in appropriate circumstances equitable remedies
such as an injunction or other forms of nonmonetary relief would remain
available under Texas law. This provision also does
II-1
<PAGE> 4
not affect a director's responsibilities under any other laws, such as the
federal securities laws or state or federal environmental laws.
The Texas Business Corporation Act ("TBCA") permits the indemnification
of directors, employees, officers and agents of Texas corporations. Under the
TBCA, an officer or director may be indemnified if he or she acted in good faith
and reasonably believed that his or her conduct (i) was in the best interests of
the Company if he or she acted in his or her official capacity or (ii) was not
opposed to the best interests of the Company in all other cases. In addition,
the indemnitee may not have reasonable cause to believe that his or her conduct
was unlawful in the case of a criminal proceeding. In any case, the indemnitee
may not have been found liable to the Company for improperly receiving a
personal benefit or for willful or intentional misconduct in the performance of
his or her duty to the Company. The Company (i) must indemnify an officer or
director for reasonable expenses if he or she is successful, (ii) must indemnify
an officer or director for such expenses unless he or she was found liable for
willful or intentional misconduct in the performance of his or her duty to the
Company and (iii) may advance reasonable defense expenses if the officer of
director undertakes to reimburse the Company if he or she is later found not to
satisfy the standard for indemnification expenses.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following documents are filed as exhibits to this Registration
Statement:
4.1 CompuTrac, Inc. 1999 Stock Option Plan
5.1 Opinion of Thompson & Knight L.L.P.
23.1 Consent of Grant Thornton L.L.P.
23.2 Consent of Thompson & Knight L.L.P. (included in the opinion
filed herewith as Exhibit 5.1)
24.1 Power of Attorney (included on the signature page of this
Registration Statement)
Item 9. Undertakings.
(a) The Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells
securities, a post-effective amendment to this Registration
Statement to include any additional or charged material
information on the plan of distribution;
(2) For determining liability under the Securities Act of
1933, to treat each such post-effective amendment as a new
registration statement of the securities offered, and the
offering of the securities at that time to be the initial bona
fide offering thereof; and
(3) File a post-effective amendment to remove from
registration any of the securities that remain unsold at the end
of the offering.
II-2
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Richardson and State of Texas on March 1, 2000.
COMPUTRAC, INC.
By: /s/ Harry W. Margolis
-------------------------------
Harry W. Margolis,
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and
officers of CompuTrac, Inc., a Texas corporation, which is filing a Registration
Statement on Form S-8 with the Securities and Exchange Commission under the
provisions of the Securities Act of 1933, as amended, hereby constitute and
appoint Harry W. Margolis, D. Bruce Walter, and Steven M. Crane, and each of
them, his or her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign such Registration Statement and
any or all amendments to the Registration Statement, and all other documents in
connection therewith to be filed with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, 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 to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
substitute or 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 by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Harry W. Margolis Chairman and Chief Executive March 1, 2000
- ---------------------------------------------- Officer (Principal
Harry W. Margolis Executive Officer)
/s/ D. Bruce Walter President (Principal March 1, 2000
- ---------------------------------------------- Operating Officer)
D. Bruce Walter
/s/ Steven M. Crane Chief Financial Officer March 1, 2000
- ---------------------------------------------- (Principal Financial and
Steven M. Crane Accounting Officer)
</TABLE>
II-3
<PAGE> 6
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Dana E. Margolis Secretary, Treasurer and March 1, 2000
- ---------------------------------------------- Director
Dana E. Margolis
/s/ Kenneth R. Nicholas
- ---------------------------------------------- Director March 1, 2000
Kenneth R. Nicholas
/s/ Gerald D. Harris Director March 1, 2000
- ----------------------------------------------
Gerald D. Harris
</TABLE>
II-4
<PAGE> 7
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
- ------- -------
<S> <C>
4.1 CompuTrac, Inc. 1999 Stock Option Plan
5.1 Opinion of Thompson & Knight L.L.P.
23.1 Consent of Grant Thornton L.L.P.
23.2 Consent of Thompson & Knight L.L.P. (included in the opinion filed
herewith as Exhibit 5.1)
24.1 Power of Attorney (included on the signature page of this
Registration Statement)
</TABLE>
<PAGE> 1
EXHIBIT 4.1
COMPUTRAC, INC.
----------------------
1999 STOCK OPTION PLAN
----------------------
1. Purpose. The purpose of this Plan is to advance the interests of
CompuTrac, Inc., a Texas corporation (the "Company"), and its Subsidiaries by
providing an additional incentive to attract and retain qualified and competent
persons who provide management and director services and upon whose efforts and
judgment the success of the Company and its Subsidiaries is largely dependent,
through the encouragement of stock ownership in the Company by such persons.
2. Definitions. As used herein, the following terms shall have the
meaning indicated:
(a) "Board" shall mean the Board of Directors of the Company.
(b) "Code" shall mean the Internal Revenue Code of 1986, as
amended.
(c) "Committee" shall mean the Compensation Committee of the
Board, or such other committee of the Board as may be designated by the Board to
administer the Plan; provided that the Committee shall consist of two or more
directors of the Company, all of whom are both a "Non-Employee Director" within
the meaning of Rule 16b-3 under the Exchange Act and an "outside director"
within the meaning of the definition of such term as contained in Treasury
Regulation Section 1.162-27(e)(3) interpreting Section 162(m) of the Code, or
any successor definitions adopted. The members of the Committee shall be
appointed from time to time by, and shall serve at the discretion of, the Board.
(d) "Company" shall mean CompuTrac, Inc., a Texas corporation,
or any successor thereto.
(e) "Director" shall mean a member of the Board.
(f) "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended from time to time, including rules thereunder and successor
provisions and rules thereto.
(g) "Fair Market Value" of a Share on any date of reference
shall be the Closing Price of the Common Stock, par value $0.01 per share, of
the Company (the "Common Stock"), on the business day immediately preceding such
date, unless the Committee in its sole discretion shall determine otherwise in
good faith. For this purpose, the "Closing Price" of the Common Stock on any
business day shall be (i) if the Common Stock is listed or admitted for trading
on any United States national securities exchange, or if actual transactions are
otherwise reported on a consolidated transaction reporting system, the last
reported sale price of Common Stock on such exchange or reporting system, as
reported in any newspaper of general circulation, (ii) if the Common Stock is
quoted on the National Association of Securities Dealers Automated Quotations
System
<PAGE> 2
("NASDAQ"), or any similar system of automated dissemination of quotations of
securities prices in common use, the mean between the closing high bid and low
asked quotations for such day of Common Stock on such system, or (iii) if
neither clause (i) or (ii) is applicable, the mean between the high bid and low
asked quotations for the Common Stock as reported by the National Quotation
Bureau, Incorporated if at least two securities dealers have inserted both bid
and asked quotations for Common Stock on at least five of the ten preceding
days.
(h) "Incentive Stock Option" shall mean an incentive stock
option as defined in Section 422 of the Code.
(i) "Non-Statutory Stock Option" shall mean an Option which is
not an Incentive Stock Option.
(j) "Option" (when capitalized) shall mean any option granted
under this Plan.
(k) "Optionee" shall mean a person to whom a stock option is
granted under this Plan or any person who succeeds to the rights of such person
under this Plan by reason of the death of such person.
(l) "Plan" shall mean this CompuTrac, Inc. 1999 Stock Option
Plan.
(m) "Share(s)" shall mean a share or shares of the Common
Stock.
(n) "Subsidiary" shall mean any corporation (other than the
Company) in any unbroken chain of corporations beginning with the Company if, at
the time of the granting of the Option, each of the corporations other than the
last corporation in the unbroken chain owns stock possessing 50 percent or more
of the total combined voting power of all classes of stock in one of the other
corporations in such chain.
3. Shares and Options. The Company may grant to Optionees from time to
time Options to purchase an aggregate of up to Five Hundred Thousand (500,000)
Shares from the authorized and unissued Shares of the Company or Shares
reacquired by the Company at the time; provided, however, that the maximum
number of Shares for which Options may be granted under the Plan to any one
person during a calendar year is Three Hundred Fifty Thousand (350,000). If any
Option granted under the Plan shall terminate, expire, or be canceled or
surrendered as to any Shares, new Options may thereafter be granted covering
such Shares. An Option granted hereunder shall be either an Incentive Stock
Option or a Non-Statutory Stock Option as determined by the Committee at the
time of grant of such Option and shall clearly state whether it is an Incentive
Stock Option or a Non-Statutory Stock Option. All Incentive Stock Options shall
be granted within 10 years of the effective date of this Plan.
4. Dollar Limitation. Options otherwise qualifying as Incentive Stock
Options hereunder will be treated as Non-Statutory Stock Options to the extent
that the aggregate Fair Market Value (determined at the time the Option is
granted) of the Shares, with respect to which Options meeting the requirements
of Section 422(b) of the Code are exercisable for the first time by any
- 2 -
<PAGE> 3
individual during any calendar year (under all plans of the Company and its
parent and subsidiary corporations), exceeds $100,000.00.
5. Conditions for Grant of Options.
(a) Each Option shall be evidenced by a written option
agreement between the Company and the Optionee that may contain any term deemed
necessary or desirable by the Committee, provided such terms are not
inconsistent with this Plan or any applicable law. In the event of a conflict
between an option agreement and the Plan, the terms of the Plan shall govern.
Optionees shall be those persons selected by the Committee from the class of all
regular employees of the Company and its Subsidiaries and all Directors, whether
or not employees; provided, however, that no Incentive Stock Option shall be
granted to a Director who is not also an employee of the Company or a
Subsidiary. Any person who files with the Committee, in a form satisfactory to
the Committee, a written waiver of eligibility to receive any Option under this
Plan shall not be eligible to receive an Option under this Plan for the duration
of such waiver.
(b) In granting Options, the Committee shall take into
consideration the contribution the person has made to the success of the Company
or its Subsidiaries and such other factors as the Committee shall deem to be
appropriate. The Committee shall also have the authority to consult with and
receive recommendations from officers and other personnel of the Company and its
Subsidiaries with regard to these matters. The Committee may from time to time
in granting Options under the Plan prescribe such other terms and conditions
concerning such Options as it deems appropriate, including, without limitation,
(i) prescribing the date or dates on which the Option becomes exercisable, (ii)
providing that the Option rights accrue or become exercisable in installments
over a period of years, or upon the attainment of stated goals or both, or (iii)
relating an Option to the continued employment of the Optionee for a specified
period of time, provided that such terms and conditions are not more favorable
to an Optionee than those expressly permitted in the Plan.
(c) Options granted to employees under this Plan shall be in
addition to regular salaries, pension, life insurance or other benefits related
to their employment with the Company or its Subsidiaries. Neither the Plan nor
any Option granted under the Plan shall confer upon any person any right to
employment or continuance of employment by the Company or its Subsidiaries.
6. Exercise Price. The price at which a Share may be purchased upon
exercise of an Option shall be determined by the Committee, but such exercise
price shall not be less than 100% of the Fair Market Value of a Share on the
effective date of the Option's grant.
7. Exercise of Options.
(a) An Option shall be deemed exercised when (i) the Company
has received written notice of such exercise in accordance with the terms of the
Option, (ii) full payment of the aggregate exercise price of the Shares as to
which the Option is exercised has been made, and (iii) arrangements that are
satisfactory to the Committee in its sole discretion have been made for the
Optionee's payment to the Company of the amount that is necessary for the
Company or Subsidiary
- 3 -
<PAGE> 4
employing the Optionee to withhold in accordance with applicable Federal or
state tax withholding requirements.
(b) Unless further limited by the Committee in any Option, the
exercise price of any Shares purchased shall be paid in cash, by certified or
official bank check, by money order, with Shares or by a combination of the
above; provided, however, that the Committee in its sole discretion may accept a
personal check in full or partial payment of any Shares. If the exercise price
is paid in whole or in part with Shares, the value of the Shares surrendered
shall be their Fair Market Value on the date the Option is exercised. The
Company in its sole discretion may, on an individual basis or pursuant to a
general program established in connection with this Plan, lend money to an
Optionee, guarantee a loan to an Optionee, or otherwise assist an Optionee to
obtain the cash necessary to exercise all or a portion of an Option granted
hereunder or to pay any tax liability of the Optionee attributable to such
exercise. If the exercise price is paid in whole or part with Optionee's
promissory note, such note shall (i) provide for full recourse to the maker,
(ii) be collateralized by the pledge of the Shares that the Optionee purchases
upon exercise of such Option, (iii) bear interest at the prime rate of the
Company's principal lender, and (iv) contain such other terms as the Board in
its sole discretion shall reasonably require.
(c) No Optionee shall be deemed to be a holder of any Shares
subject to an Option unless and until a stock certificate or certificates for
such Shares are issued to such person(s) under the terms of the Plan. No
adjustment shall be made for dividends (ordinary or extraordinary, whether in
cash, securities or other property) or distributions or other rights for which
the record date is prior to the date such stock certificate is issued, except as
expressly provided in Section 10 hereof.
8. Exercisability of Options. Any Option shall become exercisable in
such amounts, at such intervals and upon such terms as the Committee shall
provide in such Option, except as otherwise provided in this Section 8.
(a) The expiration date of an Option shall be determined by
the Committee at the time of grant, but in no event shall an Option be
exercisable after the expiration of 10 years from the date of grant of the
Option.
(b) Unless otherwise provided in any Option, each outstanding
Option shall become immediately fully exercisable:
(i) if there occurs any transaction (which shall
include a series of transactions occurring within 60 days or occurring
pursuant to a plan), that has the result that stockholders of the
Company immediately before such transaction cease to own at least 51
percent of the voting stock of the Company or of an entity that results
from the participation of the Company in a reorganization,
consolidation, merger, liquidation or any other form of corporate
transaction;
(ii) if the stockholders of the Company shall approve
a plan of merger, consolidation, reorganization, liquidation or
dissolution in which the Company does not
- 4 -
<PAGE> 5
survive (unless the approved merger, consolidation, reorganization,
liquidation or dissolution is subsequently abandoned); or
(iii) if the stockholders of the Company shall
approve a plan for the sale, lease, exchange or other disposition of
all or substantially all the property and assets of the Company (unless
such plan is subsequently abandoned).
(c) The Committee may in its sole discretion accelerate the
date on which any Option may be exercised and may accelerate the vesting of any
Shares subject to any Option or previously acquired by the exercise of any
Option.
9. Termination of Option Period.
(a) The unexercised portion of any Option shall automatically
and without notice terminate and become null and void at the time of the
earliest to occur of the following:
(i) three months after the date on which the
Optionee's employment is terminated (or, in the case of a non-employee
Director, the date on which the Optionee ceases to be a Director) for
any reason other than by reason of (A) Cause, which, for purposes of
this Plan, shall mean the termination of the Optionee's employment (or,
in the case of a non-employee Director, the removal of the Optionee as
a Director) by reason of the Optionee's wilful misconduct or gross
negligence, (B) a mental or physical disability as determined by a
medical doctor satisfactory to the Committee, or (C) death;
(ii) immediately upon the termination of the
Optionee's employment (or, in the case of a non-employee Director, the
removal of the Optionee as a Director) for Cause;
(iii) one year after the date on which the Optionee's
employment is terminated (or, in the case of a non-employee Director,
the date the Optionee is removed as a Director) by reason of a mental
or physical disability (within the meaning of Section 22(e) of the
Code) as determined by a medical doctor satisfactory to the Committee;
(iv) (A) twelve months after the date of termination
of the Optionee's employment (or, in the case of a non-employee
Director, the removal of the Optionee as a Director) by reason of death
of the employee, or (B) three months after the date on which the
Optionee shall die if such death shall occur during the one year period
specified in Subsection 9(a)(iii) hereof.
(b) The Committee in its sole discretion may by giving written
notice ("cancellation notice") cancel, effective upon the date of the
consummation of any corporate transaction described in Subsections 8(b)(ii) or
(iii) hereof, any Option that remains unexercised on such date. Such
cancellation notice shall be given a reasonable period of time prior to the
proposed date of such cancellation and may be given either before or after
stockholder approval of such corporate transaction.
- 5 -
<PAGE> 6
10. Adjustment of Shares.
(a) If at any time while the Plan is in effect or unexercised
Options are outstanding, there shall be any increase or decrease in the number
of issued and outstanding Shares through the declaration of a stock dividend or
through any recapitalization resulting in a stock split-up, combination or
exchange of Shares, then and in such event:
(i) appropriate adjustment shall be made in the
maximum number of Shares available for grant under the Plan, so that
the same percentage of the Company's issued and outstanding Shares
shall continue to be subject to being so optioned; and
(ii) appropriate adjustment shall be made in the
number of Shares and the exercise price per Share thereof then subject
to an outstanding Option, so that the same percentage of the Company's
issued and outstanding Shares shall remain subject to purchase at the
same aggregate exercise price.
(b) Subject to the specific terms of any Option, the Committee
may change the terms of Options outstanding under this Plan, with respect to the
exercise price or the number of Shares subject to the Options, or both, when, in
the Committee's sole discretion, such adjustments become appropriate by reason
of a corporate transaction described in Subsections 8(b)(ii) or (iii) hereof.
(c) Except as otherwise expressly provided herein, the
issuance by the Company of shares of its capital stock of any class, or
securities convertible into shares of capital stock of any class, either in
connection with direct sale or upon the exercise of rights or warrants to
subscribe therefor, or upon conversion of shares or obligations of the Company
convertible into such shares or other securities, shall not affect, and no
adjustment by reason thereof shall be made with respect to the number of or
exercise price of Shares then subject to outstanding Options granted under the
Plan.
(d) Without limiting the generality of the foregoing, the
existence of outstanding Options granted under the Plan shall not affect in any
manner the right or power of the Company to make, authorize or consummate (i)
any or all adjustments, recapitalizations, reorganizations or other changes in
the Company's capital structure or its business; (ii) any merger or
consolidation of the Company; (iii) any issue by the Company of debt securities,
or preferred or preference stock that would rank above the Shares subject to
outstanding Options; (iv) the dissolution or liquidation of the Company; (v) any
sale, transfer or assignment of all or any part of the assets or business of the
Company; or (vi) any other corporate act or proceeding, whether of a similar
character or otherwise.
11. Transferability of Options. Each Incentive Stock Option shall
provide that such Option shall not be transferable by the Optionee otherwise
than by will or the laws of descent and distribution, and each Incentive Stock
Option shall be exercisable during the Optionee's lifetime only by the Optionee.
Each Non-Statutory Stock Option shall provide that such Option shall be
exercisable only by the Optionee or by a person or entity to which the Optionee
is permitted to
- 6 -
<PAGE> 7
transfer the Option in accordance with this Section 11. A Non-Statutory Stock
Option granted under the Plan shall be transferrable by the Optionee only as
follows:
(a) By will or the laws of descent and distribution upon the
death of the Optionee;
(b) By gift or a domestic relations order to a "family member"
of the Optionee, as such term is defined in the instructions to Form
S-8 under the Securities Act of 1933, as amended, including without
limitation trusts in which family members of the Optionee have more
than 50% of the beneficial interest, foundations in which such family
members control the management of assets, and any other entity in which
such family members or the Optionee own more than 50% of the voting
interests; or
(c) To an entity in which more than 50% of the voting
interests are owned by the Optionee or the Optionee's family members in
exchange for an interest or interests in that entity.
Each permitted transferee will execute an agreement satisfactory to the Company
agreeing to be bound by the terms and provisions of this Plan and the Optionee's
original option agreement relating to the Option.
12. Issuance of Shares. As a condition of any sale or issuance of
Shares upon exercise of any Option, the Committee may require such agreements or
undertakings, if any, as the Committee may deem necessary or advisable to assure
compliance with any such law or regulation including, but not limited to, the
following:
(i) a representation and warranty by the Optionee to
the Company, at the time any Option is exercised, that he is acquiring
the Shares to be issued to him for investment and not with a view to,
or for sale in connection with, the distribution of any such Shares;
and
(ii) a representation, warranty and/or agreement to
be bound by any legends that are, in the opinion of the Committee,
necessary or appropriate to comply with the provisions of any
securities law deemed by the Committee to be applicable to the issuance
of the Shares and are endorsed upon the Share certificates.
In addition and notwithstanding anything contained in the Plan to the contrary,
the Company shall have no obligation to issue or deliver Shares under the Plan
prior to (a) the obtaining of any approval from any governmental agency which
the Company shall, in its sole discretion, determine to be necessary or
advisable, (b) the admission of such shares to listing on the stock exchange or
stock market on which the Common Stock may be listed and (c) the completion of
any registration of any governmental body which the Company shall, in its sole
discretion, determine to be necessary or advisable.
- 7 -
<PAGE> 8
13. Administration of the Plan.
(a) The Plan shall be administered by the Committee, which
shall consist of one or more members of the Board. The Committee shall have all
of the powers of the Board with respect to the Plan. Any member of the Committee
may be removed at any time, with or without cause, by resolution of the Board
and any vacancy occurring in the membership of the Committee may be filled by
appointment by the Board.
(b) The Committee, from time to time, may adopt rules and
regulations for carrying out the purposes of the Plan. The determinations and
the interpretation and construction of any provision of the Plan by the
Committee shall be final and conclusive.
(c) Any and all decisions or determinations of the Committee
shall be made either (i) by a majority vote of the members of the Committee at a
meeting or (ii) without a meeting by the unanimous written approval of the
members of the Committee.
14. Options for 10% Shareholders. Notwithstanding any other provisions
of the Plan to the contrary, an Incentive Stock Option shall not be granted to
any person owning directly or indirectly (through attribution under Section
424(d) of the Code) at the date of grant, stock possessing more than 10% of the
total combined voting power of all classes of stock of the Company (or of its
parent or subsidiary as defined in Section 424 of the Code at the date of grant)
unless the exercise price of such Option is at least 110% of the Fair Market
Value of the Shares subject to such Option on the date the Option is granted,
and such Option by its terms is not exercisable after the expiration of five
years from the date such Option is granted.
15. No Fractional Shares. No fractional shares of Common Stock shall be
issued pursuant to any Option granted under the Plan, and no payment or other
adjustment shall be made in respect of any such fractional share.
16. Withholding Taxes. The Company shall be entitled to deduct from any
payment made under the Plan, regardless of the form of such payment, the amount
of all applicable income and employment taxes required by law to be withheld
with respect to such payment and may require the Optionee to pay to the Company
such withholding taxes prior to and as a condition of the making of any payment
or the issuance or delivery of any shares of Common Stock under the Plan. In
addition, the Company or Subsidiary employing the Optionee shall be entitled to
deduct from any other compensation payable to the Optionee any withholding
obligations with respect to Options under the Plan.
17. Binding Effect. The obligation of the Company under the Plan shall
be binding upon any successor corporation or organization resulting from the
merger, consolidation or other reorganization of the Company, or upon any
successor corporation or organization succeeding to all or substantially all of
the assets and business of the Company. The terms and conditions of the Plan
shall be binding upon each Optionee and his or her heirs, legatees, distributees
and legal representatives.
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<PAGE> 9
18. Interpretation.
(a) The Plan shall be administered and interpreted so that all
Incentive Stock Options granted under the Plan will qualify as Incentive Stock
Options under section 422 of the Code. If any provision of the Plan should be
held invalid for the granting of Incentive Stock Options or illegal for any
reason, such determination shall not affect the remaining provisions hereof, but
instead the Plan shall be construed and enforced as if such provision had never
been included in the Plan.
(b) This Plan shall be governed by the laws of the State of
Texas.
(c) Headings contained in this Agreement are for convenience
only and shall in no manner be construed as part of this Plan.
(d) Any reference to the masculine, feminine, or neuter gender
shall be a reference to such other gender as is appropriate.
19. Amendment and Discontinuation of the Plan. The Board may at any
time suspend, terminate, amend or modify the Plan, in whole or in part;
provided, however, that no amendment or modification of the Plan shall become
effective without the approval of such amendment or modification by the
stockholders of the Company if the Company, on the advice of counsel, determines
that such stockholder approval is necessary or desirable. Upon termination of
the Plan, the terms and provisions of the Plan shall, notwithstanding such
termination, continue to apply to Options granted prior to such termination. No
suspension, termination, amendment or modification of the Plan shall adversely
affect in any material way any Option previously granted under the Plan, without
the consent of the Optionee holding such Option (except that such consent shall
not be required in the case of an amendment or modification required following a
change in law or interpretation thereof to cause the Options under the Plan to
continue to qualify as "performance- based compensation" within the meaning of
Section 162(m) of the Code).
20. Effective Date and Termination Date. The Plan shall be effective as
of June 4, 1999, the date of its adoption by the Board, provided it is duly
approved by the holders of at least a majority of the Shares of Common Stock
present or represented and entitled to vote at a meeting of the shareholders of
the Company duly held in accordance with applicable law within twelve months
after the date of adoption of the Plan by the Board. If the Plan is not so
approved, the Plan shall terminate and any Option granted hereunder shall be
null and void. If approved, the Plan shall terminate on the 30th anniversary of
the effective date, unless earlier terminated by the Board in accordance with
Section 16 hereof.
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<PAGE> 10
IN WITNESS WHEREOF, this Plan has been executed this 4th day of June,
1999.
COMPUTRAC, INC.
By: /s/ Dana E. Margolis
-------------------------------
Name: Dana E. Margolis
Title: Secretary and Treasurer
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<PAGE> 1
EXHIBIT 5.1
[LETTERHEAD OF THOMPSON & KNIGHT L.L.P.]
March 1, 2000
CompuTrac, Inc.
222 Municipal Drive
Richardson, Texas 75080-3583
Dear Sirs:
We have acted as counsel for CompuTrac, Inc., a Texas corporation (the
"Company"), in connection with the registration under the Securities Act of
1933, as amended (the "Securities Act"), of the offering and sale of 500,000
shares (the "Shares") of Common Stock, par value $.01 per share, of the Company
for issuance pursuant to the CompuTrac, Inc. 1999 Stock Option Plan (the
"Plan").
In connection with the foregoing, we have examined the originals or copies,
certified or otherwise authenticated to our satisfaction, of such corporate
records of the Company, agreements and other instruments, certificates of public
officials and of officers of the Company, and other instruments and documents as
we have deemed necessary to require as a basis for the opinion hereinafter
expressed, including the Bylaws of the Company and a copy of the Plan. In making
the foregoing examinations, we have assumed the genuineness of all signatures on
original documents, the authenticity of all documents submitted to us as
originals and the conformity to original documents of all copies submitted to
us.
We have also participated in the preparation of the Company's Registration
Statement on Form S-8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission on or about the date hereof relating to the
registration under the Securities Act of the offering and sale of the Shares.
Based solely upon the foregoing, and limited in all respects to the laws of
the State of Texas, and the federal laws of the United States of America, it is
our opinion that the Shares have been duly authorized by the Company and, when
issued upon the due exercise of options duly granted under the Plan, will be
legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references to our firm in the Registration
Statement. In giving this consent, we do not thereby admit that we come within
the category of persons whose consent is required under Section 7 of the
Securities Act or the rules or regulations of the Securities and Exchange
Commission thereunder.
Respectfully submitted,
THOMPSON & KNIGHT L.L.P.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated April 9, 1999 accompanying the consolidated
financial statements of CompuTrac, Inc. and subsidiary included in the Annual
Report on Form 10-KSB for the year ended January 31, 1999, which are
incorporated by reference in this Registration Statement. We consent to the
incorporation by reference in the Registration Statement of the aforementioned
report.
/s/ GRANT THORNTON LLP
Dallas, Texas
February 29, 2000
