<PAGE>
As filed with the Securities and Exchange Commission on December 22, 1997
Registration No. ______________
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
------------------
ODS NETWORKS, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 75-1911917
(State of incorporation) (I.R.S. Employer
Identification No.)
------------------
1101 E. ARAPAHO ROAD
RICHARDSON, TEXAS 75081
(Address of Principal Executive Offices) (Zip Code)
------------------
ODS NETWORKS, INC. 1997 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
------------------
G. WARD PAXTON COPY TO:
President and Chief Executive Officer BILL R. WOMBLE, ESQ.
ODS Networks, Inc. Thompson & Knight, P.C.
1101 E. Arapaho Road 1700 Pacific Avenue
Richardson, Texas 75081 Suite 3300
(Name and Address of Agent for Service) Dallas, Texas 75201-4693
(214) 969-1700
(214) 234-6400
(Telephone Number, including area code,
of Agent for Service)
------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------
TITLE AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
OF SECURITIES TO TO BE OFFERING PRICE AGGREGATE REGISTRATION
BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) FEE
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 500,000
per share Shares (2) $6.8125 $3,406,250 $1,154.66
- ---------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) on the basis of the average of the high and low
sales prices of the Common Stock of ODS Networks, Inc. as reported on the
Nasdaq Stock Market, National Market System, on December 17, 1997, as
reported in the December 18, 1997 edition of THE WALL STREET JOURNAL.
(2) Pursuant to Rule 416, shares issuable upon any stock split, stock dividend
or similar transaction with respect to the shares covered hereby are also
being registered hereunder.
===============================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed or to be filed by ODS
Networks, Inc. (formerly, Optical Data Systems, Inc.) (the "Registrant") with
the Securities and Exchange Commission (the "Commission") are incorporated by
reference herein:
(1) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, which incorporates by reference the
consolidated financial statements of the Registrant and its
subsidiaries and certain supplementary data for the fiscal year
ended December 31, 1996, together with the report thereon of
Ernst & Young LLP, independent auditors.
(2) The Registrant's Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31, 1997, June 30, 1997, and September 30,
1997, respectively.
(3) The Registrant's Current Reports on Form 8-K dated November 6,
1995 (Date of Earliest Event Reported: October 31, 1995) and
May 7, 1997 (Date of Earliest Event Reported: April 24, 1997),
respectively.
(4) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), since December 31, 1996.
(5) The description of the Common Stock of the Registrant
incorporated by reference in its Registration Statement on Form
8-A (File No. 0-20191) which was declared effective by the
Commission on May 21, 1992, pursuant to Section 12(g) of the
Exchange Act, including any amendment or report filed for the
purpose of updating such description.
In addition, all documents filed by the Registrant subsequent to the date
of this Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act, prior to the filing of a post-effective amendment to this
Registration Statement 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 respective dates of filing of such documents.
- -----------------
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended (the "Securities
Act"), and the Note to Part I of Form S-8.
1
<PAGE>
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the issuance of the shares of Common Stock offered
hereby will be passed upon for the Registrant by Thompson & Knight, P.C.,
Dallas, Texas. Bill R. Womble, a shareholder of Thompson & Knight, P.C.,
beneficially owned 22,800 shares of the Registrant's Common Stock as of
December 22, 1997.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Certificate of Incorporation relieves its directors
from liability for monetary damages to the fullest extent permitted by Delaware
law. Section 145 of the Delaware General Corporation Law authorizes a
corporation to indemnify, among others, any officer or director against certain
liabilities under specified circumstances, and to purchase and maintain
insurance on behalf of its officers and directors.
Article Six, Section 3, and Article Ten of the Registrant's Certificate
of Incorporation, as amended, included in Exhibit 3.1 hereto incorporated herein
by reference, which provide for certain limitations on the liability of
directors and indemnification of directors and officers, respectively, are
hereby incorporated by reference. The Registrant's Certificate of Incorporation
provides, in general, that no director of the Registrant shall be personally
liable for monetary damages for breach of the director's fiduciary duty as a
director, except for liability for (i) any breach of the director's duty of
loyalty to the Registrant or its stockholders; (ii) an act or omission not in
good faith or an act or omission that involves intentional misconduct or a
knowing violation of law; (iii) any liability under Section 174 of the Delaware
General Corporation Law (pertaining to unlawful payment of a dividend or an
unlawful stock purchase or redemption); or (iv) a transaction from which the
director received an improper personal benefit.
Article Six of the Registrant's Bylaws, included in Exhibit 3.2 hereto
incorporated herein by reference, provides, in general, that the Registrant
shall indemnify its directors and officers under the circumstances defined in
Section 145 of the Delaware General Corporation Law and gives authority to the
Registrant to purchase insurance with respect to such indemnification.
The Registrant has entered into separate Indemnity Agreements with each
of its directors and certain of its executive officers (each, an "Indemnitee"),
under which the Registrant will, upon proper request of the Indemnitee,
indemnify any Indemnitee if such Indemnitee is a party to or is threatened to be
made a party to or is otherwise involved in any third party proceedings or
proceedings by or in the right of the Registrant to procure a judgment in its
favor by reason of the fact that the Indemnitee is or was a director and/or
officer of the Registrant or is or was serving at the request of the Registrant
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against all expenses, judgments, fines
and penalties, actually and reasonably incurred by the Indemnitee in connection
with the defense or settlement of any of such proceedings; provided that (i) in
the case of a third party proceeding, the Indemnitee acted in good faith and in
a manner which the Indemnitee reasonably believed to be in or not opposed to the
best interests of the Registrant, and in the case of a criminal proceeding, in
addition, that the Indemnitee had no reasonable cause to believe that his
conduct was unlawful, (ii) in the case of a proceeding by or in the right of the
Registrant, the Indemnitee acted in good faith and in a manner which the
Indemnitee reasonably believed to be in or not opposed to the best interests of
the Registrant and in which the Indemnitee shall not have been adjudged to be
liable to the Registrant for negligence or misconduct in the performance of the
Indemnitee's duty to the Registrant, unless the court in which such proceeding
is brought determines that the Indemnitee is fairly and reasonably
2
<PAGE>
entitled to indemnity for expenses as such court deems proper, and (iii) in
the case of a proceeding by or in the right of the Registrant, the Indemnitee
is only indemnified against expenses and not against any judgment, fines or
penalties. Notwithstanding the above, the Registrant shall indemnify an
Indemnitee for all expenses incurred in connection with any proceedings to
the extent that the Indemnitee has been successful in defense of any such
proceeding, or in defense of any claim, issue or matter therein. The
Registrant will also, upon proper request of the Indemnitee, pay in advance
the expenses incurred by the Indemnitee in any of the above proceedings, if
the Indemnitee shall undertake to repay such amounts to the extent it is
determined that the Indemnitee is not entitled to indemnification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following documents are filed as Exhibits herewith pursuant to Item
601 of Regulation S-K or are incorporated in this Registration Statement by
reference to previous filings with the Commission as noted.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
-------- ----------------------
3.1(1) Certificate of Incorporation and Certificate of Amendment
to the Certificate of Incorporation of the Registrant
3.2(1) Bylaws of the Registrant
4.1(2) Specimen Common Stock Certificate
5.1(5) Opinion of Thompson & Knight, P.C. regarding 500,000 shares
of Common Stock
10.1(3) Optical Data Systems, Inc. 1997 Employee Stock Purchase Plan
10.2(4) Form of Indemnification Agreement
10.3(5) First Amendment to Optical Data Systems, Inc. 1997 Employee
Stock Purchase Plan
23.1(5) Consent of independent auditors
23.2(5) Consent of counsel (included in the opinion of Thompson &
Knight, P.C. filed herewith as Exhibit 5.1)
24.1(5) Power of Attorney (included on the signature page of this
Registration Statement)
- -------------------
(1) Such Certificate of Incorporation and Bylaws were each filed as an Exhibit
(with the same number and designation) in the Registrant's Current Report
on Form 8-K dated November 6, 1995 (Date of Earliest Event Reported:
October 31, 1995; Commission File No. 0-20191), which Exhibit is hereby
incorporated herein by reference. Such Certificate of Amendment to the
Registrant's Certificate of Incorporation was filed as an Exhibit (with the
same number and designation) in the Registrant's Current Report on Form 8-K
dated May 7, 1997 (Date of Earliest Event Reported: April 24, 1997;
Commission File No. 0-20191), which Exhibit is hereby incorporated herein
by reference.
(2) Filed as an Exhibit (with the same number and designation) in the
Registrant's Current Report on Form 8-K dated May 7, 1997 (Date of Earliest
Event Reported: April 24, 1997; Commission File No. 0-20191), which Exhibit
is hereby incorporated herein by reference.
(3) Filed as an Exhibit to the Registrant's definitive Proxy Statement in
connection with the solicitation of proxies for its 1997 Annual Meeting of
Stockholders (Commission File No. 0-20191), which Exhibit is hereby
incorporated herein by reference.
(4) Filed as Exhibit 10.21 in the Registrant's Registration Statement on Form
S-1, as amended (Commission File No. 33-46899), filed with the Commission
on April 1, 1992, and declared effective by the Commission on May 21, 1992,
which Exhibit is hereby incorporated herein by reference.
(5) Filed herewith.
3
<PAGE>
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) 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; (ii) to
reflect in the prospectus any facts or events arising after the effective date
of the Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement; and (iii) to include
any material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement; provided, however, that paragraphs
(1)(i) and (1)(ii) do not apply if the Registration Statement is on Form S-3 or
Form S-8, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered that remain unsold at the
termination of the offering; and
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the provisions described in Item 6 of this Registration
Statement, or otherwise, the Registrant has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Securities Act and is therefore, unenforceable. If a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the Registrant
in the successful defense of any action, suit, or proceeding) is asserted by
such director, officer, or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
4
<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 Dallas, State of Texas, on December 22, 1997.
ODS NETWORKS, INC.
(Registrant)
By: /s/ G. WARD PAXTON
------------------------------------
G. Ward Paxton
CHAIRMAN OF THE BOARD,
PRESIDENT AND CHIEF EXECUTIVE OFFICER
POWER OF ATTORNEY
We, the below signed officers and directors of ODS Networks, Inc.
("Registrant"), do hereby constitute and appoint G. Ward Paxton, with full power
of substitution, our true and lawful attorney and agent, to do any and all acts
and things in our names in the capacities indicated which G. Ward Paxton may
deem necessary or advisable to enable the Registrant to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in connection with this Registration
Statement, including specifically, but not limited to, the power and authority
to sign for us, or any of us, in our names in the capacities indicated, and any
and all amendments (including post-effective amendments) to this Registration
Statement; and we do hereby ratify and confirm all that G. Ward Paxton shall 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 on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ G. WARD PAXTON Chairman of the Board, President, Chief December 22, 1997
- -------------------------- Executive Officer (Principal Executive
G. Ward Paxton Officer) and Director
/s/ T. JOE HEAD Senior Vice President and Director December 22, 1997
- --------------------------
T. Joe Head
/s/ TIMOTHY W. KINNEAR Vice President and Chief Financial December 22, 1997
- -------------------------- Officer (Principal Financial Officer)
Timothy W. Kinnear
/s/ KANDIS TATE THOMPSON Controller - Finance and Accounting December 22, 1997
- -------------------------- (Principal Accounting Officer)
Kandis Tate Thompson
/s/ DONALD M. JOHNSTON Director December 22, 1997
- --------------------------
Donald M. Johnston
/s/ ROBERT ANDERSON Director December 22, 1997
- --------------------------
Robert Anderson
/s/ J. FRED BUCY Director December 22, 1997
- --------------------------
J. Fred Bucy
</TABLE>
5
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
3.1(1) Certificate of Incorporation and Certificate of Amendment
to the Certificate of Incorporation of the Registrant
3.2(1) Bylaws of the Registrant
4.1(2) Specimen Common Stock Certificate
5.1(5) Opinion of Thompson & Knight, P.C. regarding 500,000 shares
of Common Stock
10.1(3) Optical Data Systems, Inc. 1997 Employee Stock Purchase Plan
10.2(4) Form of Indemnification Agreement
10.3(5) First Amendment to Optical Data Systems, Inc. 1997 Employee
Stock Purchase Plan
23.1(5) Consent of independent auditors
23.2(5) Consent of counsel (included in the opinion of Thompson &
Knight, P.C. filed herewith as Exhibit 5.1)
24.1(5) Power of Attorney (included on the signature page of this
Registration Statement)
- --------------------
(1) Such Certificate of Incorporation and Bylaws were each filed as an
Exhibit (with the same number and designation) in the Registrant's
Current Report on Form 8-K dated November 6, 1995 (Date of Earliest Event
Reported: October 31, 1995; Commission File No. 0-20191), which Exhibit
is hereby incorporated herein by reference. Such Certificate of
Amendment to the Registrant's Certificate of Incorporation was filed as
an Exhibit (with the same number and designation) in the Registrant's
Current Report on Form 8-K dated May 7, 1997 (Date of Earliest Event
Reported: April 24, 1997; Commission File No. 0-20191), which Exhibit is
hereby incorporated herein by reference.
(2) Filed as an Exhibit (with the same number and designation) in the
Registrant's Current Report on Form 8-K dated May 7, 1997 (Date of
Earliest Event Reported: April 24, 1997; Commission File No. 0-20191),
which Exhibit is hereby incorporated herein by reference.
(3) Filed as an Exhibit to the Registrant's definitive Proxy Statement in
connection with the solicitation of proxies for its 1997 Annual Meeting
of Stockholders (Commission File No. 0-20191), which Exhibit is hereby
incorporated herein by reference.
(4) Filed as an Exhibit 10.21 in the Registrant's Registration Statement on
Form S-1, as amended (Commission File No. 33-46899), filed with the
Commission on April 1, 1992, and declared effective by the Commission on
May 21, 1992, which Exhibit is hereby incorporated herein by reference.
(5) Filed herewith.
6
<PAGE>
EXHIBIT 5.1
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
ODS NETWORKS, INC.
EXHIBIT 5.1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
<PAGE>
EXHIBIT 5.1
THOMPSON & KNIGHT
A PROFESSIONAL CORPORATION
ATTORNEYS AND COUNSELORS
1700 PACIFIC AVENUE, SUITE 3300
DALLAS, TEXAS 75201-4693
(214) 969-1700
FAX (214) 969-1751
December 22, 1997
ODS Networks, Inc.
1101 East Arapaho Road
Richardson, Texas 75081
Re: ODS NETWORKS, INC.
1997 EMPLOYEE STOCK PURCHASE PLAN;
REGISTRATION STATEMENT ON FORM S-8
Gentlemen:
We have acted as counsel for ODS Networks, Inc., a Delaware corporation
(the "Company"), in connection with the registration under the Securities Act
of 1933, as amended (the "Act"), of an aggregate of 500,000 shares (the
"Shares") of the common stock, $.01 par value per share (the "Common Stock"),
of the Company under the Company's 1997 Employee Stock Purchase Plan (the
"Plan") for eligible employees of the Company. A registration statement on
Form S-8 (the "Registration Statement") covering the issuance and sale of the
Shares from time to time upon exercise of stock options pursuant to the Plan
has this date been filed under the Act with the Securities and Exchange
Commission (the "Commission").
In reaching the conclusions expressed in this opinion, we have examined
executed copies of the Registration Statement and all exhibits thereto. We
have also examined and relied upon the original, or copies certified to our
satisfaction, of (i) the Certificate of Incorporation, as amended, and the
Bylaws of the Company, (ii) minutes and records of the corporate proceedings
of the Company with respect to the issuance of the Shares and related matters,
(iii) the Plan, and (iv) such other agreements and instruments relating to the
Company as we have deemed necessary or appropriate for purposes of the
opinions hereinafter expressed. In rendering such opinions, we have made such
further investigation and inquiries relevant to the transactions contemplated
by the Registration Statement as we have deemed necessary to the opinions
expressed herein and have relied, to the extent we deemed reasonable, on
certificates and certain other information provided to us by officers of the
Company, and public officials as to matters of fact of which the maker of each
such certificate or the person providing such other information had knowledge.
Furthermore, in rendering such opinions, we have assumed that the signatures
on all documents examined by us are genuine, that all documents and corporate
record books submitted to us as originals are accurate and complete, and that
all documents submitted to us as copies are true, correct and complete copies
of the originals thereof.
In issuing the opinions hereinafter expressed, we do not purport to be
experts in the laws of any jurisdiction other than the States of Texas and
Delaware and the United States of America.
<PAGE>
ODS Networks, Inc.
December 22, 1997
Page 2
Based solely upon the foregoing, and limited in all respects as
aforesaid, WE ARE OF THE OPINION that:
(6) The Company has been duly incorporated and is validly existing
under the laws of the State of Delaware.
(7) The Shares of Common Stock of the Company registered pursuant to
the Registration Statement have been duly and validly authorized
by the Company, and when sold, issued and delivered in the manner
and for the consideration described in the Plan, will be validly
issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement. In granting this consent, we do not thereby admit
that we come within the category of persons whose consent is required pursuant
to Section 7 of the Act or the rules or regulations of the Commission
thereunder.
Respectfully submitted,
THOMPSON & KNIGHT, P.C.
A Professional Corporation
By: /s/ BILL WOMBLE
------------------------------
BILL WOMBLE, Attorney
BW/ogk
<PAGE>
EXHIBIT 10.3
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
ODS NETWORKS, INC.
EXHIBIT 10.3
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
EXHIBIT 10.3
FIRST AMENDMENT TO
OPTICAL DATA SYSTEMS, INC.
1997 EMPLOYEE STOCK PURCHASE PLAN
WHEREAS, the Optical Data Systems, Inc. 1997 Employee Stock Purchase
Plan (the "Plan") was adopted and approved by the Board of Directors on
January 23, 1997;
WHEREAS, the Plan was approved by the stockholders of the Company at the
Annual Meeting of the Stockholders held on April 24, 1997;
WHEREAS, at the aforesaid Annual Meeting of Stockholders of the Company,
the stockholders also approved an amendment to the Company's Certificate of
Incorporation to change the formal name of the Company from Optical Data
Systems, Inc. to ODS Networks, Inc.;
WHEREAS, Section 12 of the Plan provides in part that the Board of
Directors shall have complete power and authority to amend the Plan at any
time without the approval of the stockholders of the Company, other than for
certain transactions not applicable hereto;
WHEREAS, as a result of the change of the name of the Company, the
Company, acting through its Board of Directors, desires to amend the Plan so
as to change the name of the Plan; and
WHEREAS, this First Amendment to the Plan (the "First Amendment") has
been duly authorized and approved by the Board of Directors of the Company on
October 28, 1997;
NOW, THEREFORE, for and in consideration of the above stated premises,
the Plan is hereby amended by the First Amendment as follows:
1. AMENDMENT OF PLAN. The name of the Plan is hereby changed from the
Optical Data Systems, Inc. 1997 Employee Stock Purchase Plan to the ODS
Networks, Inc. 1997 Employee Stock Purchase Plan, effective as of October 28,
1997. All references in the Plan to the term "Plan" shall be to the ODS
Networks, Inc. 1997 Employee Stock Purchase Plan.
2. RATIFICATION OF PLAN. Except as modified in Section 1 hereof, the
Plan is hereby approved, ratified and confirmed in all respects.
-1-
<PAGE>
Executed and effective this 28th day of October, 1997.
ODS NETWORKS, INC.
By: /s/ G. WARD PAXTON
-------------------------------------
G. WARD PAXTON,
President and Chief Executive Officer
ATTEST:
By: /s/ MICHAEL L. PAXTON
-------------------------------
MICHAEL L. PAXTON,
Secretary
-2-
<PAGE>
EXHIBIT 23.1
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
ODS NETWORKS, INC.
EXHIBIT 23.1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement on Form S-8 pertaining to the ODS Networks, Inc. 1997 Employee
Stock Purchase Plan of our report dated January 21, 1997, with respect to
the consolidated financial statements of ODS Networks, Inc. incorporated by
referenced in its Annual Report (Form 10-K) for the year ended December 31,
1996 and the related financial statement schedule included therein, filed
with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Dallas, Texas
December 22, 1997
