As filed with the Securities and Exchange Commission on September 10, 1997
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------------
DCX, INC.
(Exact name of registrant as specified in its charter)
------------------------------
COLORADO 84-0868815
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3002 NORTH STATE HIGHWAY 83
FRANKTOWN, COLORADO 80016-0659
(303) 688-6070
(Address of principal executive offices)
STOCK ISSUANCE AGREEMENTS WITH VARIOUS OFFICERS, DIRECTORS AND CONSULTANTS
(Full titles of the plans)
------------------------------
G. STEPHEN CARREKER
PRESIDENT AND CHIEF EXECUTIVE OFFICER With copies to:
DCX, INC. LESTER R. WOODWARD
3002 NORTH STATE HIGHWAY 83 DAVIS, GRAHAM & STUBBS
FRANKTOWN, COLORADO 80016-0659 370 17TH STREET, SUITE 4700
(303) 688-6070 DENVER, COLORADO 80202
(303) 892-9400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed maximum Proposed
Amount to be offering price maximum aggregate Amount of
Title of securities to be registered registered per unit(1) offering price(1) registration fee
<S> <C> <C> <C> <C>
Common Stock, no par value 838,650 $1.1917 $999,478.10 $302.87
per share shares
</TABLE>
(1) Calculated solely for purposes of determining the registration fee payable
pursuant to Rule 457(h), and is based upon the sum of the product of
options for 838,650 shares times their respective exercise prices.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Company with the Commission are hereby
incorporated in this Registration Statement by reference:
(a) Annual Report on Form 10-KSB for the year ended September 30, 1996;
(b) Current Report on Form 8-K, dated November 12, 1996;
(c) Current Report on Form 8-K, dated December 11, 1996;
(d) Quarterly Report on Form 10-QSB for the quarter ended December 31,
1996;
(e) Current Report on Form 8-K, dated January 15, 1997;
(f) Current Report on Form 8-K, dated March 28, 1997;
(g) Quarterly Report on Form 10-QSB for the quarter ended March 31, 1997;
(h) Current Report on Form 8-K, dated April 21, 1997;
(i) Quarterly Report on Form 10-QSB for the quarter ended June 30, 1997
(j) Current Report on Form 8-K, dated July 31, 1997;
(k) Current Report on Form 8-K, dated August 13, 1997; and
(l) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, filed March 3, 1986
(File No. 0-14273).
All documents filed by the Company with the Commission 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 to this Registration Statement indicating that all
securities offered under the Registration Statement have been sold, or
deregistering all securities then remaining unsold, shall be deemed to be
incorporated in this Registration Statement by reference and to be a part hereof
from the date of filing such documents.
4. DESCRIPTION OF SECURITIES.
Not applicable.
II-1
<PAGE>
5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article VII of the Articles of Incorporation of the Company provides as
follows:
"The Corporation shall indemnify any and all of its directors,
officers, employees, authorized agents or former directors or officers
or any person who may have served at its request as a director or
officer of another corporation in which it owns shares of capital stock
or of which it is a creditor, against expenses actually and necessarily
incurred by them to the fullest extent permitted under Colorado
Corporate Code, in connection with the defense of any action, suit or
proceeding in which they or any of them, are made parties, or a party,
by reason of being or having been directors or officers of the
Corporation, or of such other corporation, except in relation to
matters to which any such director or officer or former director or
person shall be adjudged in such action, suit or proceeding to be
liable for gross negligence or willful misconduct in the performance of
duty. Such indemnification shall not be deemed exclusive of any other
rights to which those indemnified may be entitled, under any By-Law
agreement, vote of shareholders or otherwise.
In addition no officer, director, employee or authorized agent
shall be personally liable for any injury to person or property arising
out of a tort committed by an employee unless such officer or director
was personally involved in the situation giving rise to the litigation
or unless such officer or director committed a criminal offense. The
protection afforded hereby shall not restrict other common law
protection and rights that an officer or director may have. This
Article shall not restrict the Corporation's right to eliminate or
limit the personal liability of a director to the Corporation or to its
shareholders for monetary damages for breach of fiduciary duty as a
director, and the personal liability of directors to the Corporation
and to us shareholders for monetary damages shall be eliminated or
limited, to the full extent permitted by the Colorado Corporation Code,
except for monetary damages for any breach of the director's duty of
loyalty to the Corporation or to its shareholders, acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation of law, acts specified in Section 7-5-114 of the Colorado
Corporation Code, or any transaction from which the director derived an
improper personal benefit. Nor shall the liability of a director of the
Corporation be eliminated or limited to the Corporation or to its
shareholders for monetary damages for any act or omission occurring
prior to the effective date of this Article."
Article VI of the Bylaws of the Company provides as follows:
"Each Director and Officer of this Corporation, and each
person who shall serve at its request as a Director or Officer of
another corporation in which this Corporation owns shares of capital
stock or of which it is a creditor, whether or not then in office, and
his personal representatives, shall be indemnified by the Corporation
against all costs
II-2
<PAGE>
and expenses actually and necessarily incurred by him in connection
with the defense of any action, suit or proceeding in which he may be
involved or to which he may be made a party by reason of his being or
having been such Director or Officer, except in relation to matters as
to which he shall be finally adjudged in such action, suit or
proceeding to be liable for negligence of misconduct in the performance
of duty. Such costs and expenses shall include amounts reasonably paid
in settlement for the purpose of curtailing the costs of litigation,
but only if the Corporation is advised in writing by its counsel that
in his opinion the person indemnified did not commit such negligence or
misconduct. The foregoing right of indemnification shall not be
exclusive of other rights to which he may be entitled as a matter of
law or by agreement."
Insofar as indemnification for liabilities arising under the Act 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 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.
7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
8. EXHIBITS
4.1 Form of Option Agreement, dated July 31, 1997, between the Company and
the Pension Fund of Steven R. Perles.
4.2 Form of Option Agreement, dated July 31, 1997, between the Company and
RDD Enterprises, Inc.
4.3 Form of Option Agreement, dated March 28, 1997, between the Company
and G. Stephen Carreker.
4.4 Form of Option Agreement, dated March 28, 1997, between the Company
and Frederick G. Beisser.
4.5 Form of Option Agreement, dated March 28, 1997, between the Company
and D. Scott McReynolds.
II-3
<PAGE>
4.6 Option Agreement, dated April 11, 1997, between the Company and Jeanne
M. Anderson.
4.7 Form of Option Agreement, dated July 31, 1997, between the Company and
Hamilton & Faatz, P.C.
5.1 Opinion and Consent of Davis, Graham & Stubbs LLP.
23.1 Consent of Davis, Graham & Stubbs LLP. See Exhibit 5.1.
23.2 Consent of BDO Seidman LLP.
24.1 Power of Attorney. See page II-6.
9. UNDERTAKINGS
A. 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 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; (2)
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; and (3) 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.
B. 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 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.
C. 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 controlling precedent, submit to a court of appropriate
jurisdiction the
II-4
<PAGE>
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.
II-5
<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 Franktown, State of Colorado, on the 5th day of
September, 1997.
DCX, INC.
By: Fred Beisser
----------------------------------
Frederick G. Beisser
Chief Financial Officer, Secretary
and Treasurer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints G. Stephen Carreker and Frederick G.
Beisser and each or any of them, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her in his
or her name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, 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 connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agents, or any of them, or their or his substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <S> <C>
Stephen Carreker President, Chief Executive Officer September 5, 1997
- ----------------------------------------- and a Director
Stephen Carreker
Fred Beisser Chief Financial Officer, Secretary September 5, 1997
- ----------------------------------------- and Treasurer and a Director
Frederick G. Beisser (Principal Financial and
Accounting Officer)
Jeanne M. Andersen Chairman of the Board September 5, 1997
- -----------------------------------------
Jeanne M. Andersen
D. S. McReynolds Vice President and General September 5, 1997
- ----------------------------------------- Manager and a Director
D. Scott McReynolds
</TABLE>
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequential
NO. DESCRIPTION PAGE NO.
- ----------------------------------------------------------------------------------------------------------------
<S> <S> <C>
4.1 Form of Option Agreement, dated July 31, 1997, between the Company
and the Pension Fund of Steven R. Perles.
4.2 Form of Option Agreement dated July 31, 1997, between the Company
and RDD Enterprises, Inc.
4.3 Form of Option Agreement, dated March 28, 1997, between the Company
and G. Stephen Carreker.
4.4 Form of Option Agreement, dated March 28, 1997, between the Company
and Frederick G. Beisser.
4.5 Form of Option Agreement, dated March 28, 1997, between the Company
and D. Scott McReynolds.
4.6 Option Agreement, dated April 11, 1997, between the Company and
Jeanne M. Anderson.
4.7 Form of Option Agreement, dated July 31, 1997, between the Company
and Hamilton & Faatz, P.C.
5.1 Opinion and Consent of Davis, Graham & Stubbs LLP.
23.1 Consent of Davis, Graham & Stubbs LLP. See Exhibit 5.1.
23.2 Consent of BDO Seidman LLP.
24.1 Power of Attorney. See page II-6.
</TABLE>
II-7
<PAGE>
STOCK OPTION AGREEMENT
1. A stock option (the "Option") to acquire 32,510 shares (hereinafter
referred to as "Shares") of no par value Common Stock of DCX, Inc. is hereby
granted to;
PENSION FUND OF STEVEN R. PERLES, P.C. (hereinafter referred to as the
(Name of optionee)
"Optionee"),
1666 Connecticut Avenue., N.W., Suite 500
Washington, DC 20009
--------------------------------
(Street, city, state and zip code)
subject in all respects to the terms and conditions as are set forth herein.
2. Certificates for the shares of Common Stock acquired upon exercise of
this Stock Option Agreement (the "Agreement") will be delivered to the Optionee
by the company at the Company's expense within a reasonable time after this
warrant has been so exercised. Each stock certificate so delivered will be in
such denominations of Common stock as may be requested by the Optionee and will
be registered in the name of the Optionee.
3. All shares of Common Stock issued upon exercise of this warrant will,
upon issuance, be duly authorized, validly issue, fully-paid and nonassessable
and free from all preemptive rights of any shareholder and free of all taxes,
liens and charges with respect to the issue thereof. The Company will at all
times reserve and keep available out of its authorized but unissued shares of
Common Stock, solely for the purpose of effecting the exercise of this
Agreement, such number of its shares of Common Stock as from time to time are
sufficient to effect the full exercise of this Agreement. The Company will take
all such action as may necessary to assure that such securities may be issued as
provided herein without violation of any applicable law or regulation, or of any
requirements of any domestic securities exchange upon which the Common Stock may
be listed.
4. This option is not intended to constitute an Incentive Stock Option
under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
5. The option exercise price as determined by the Board of Directions of
the Company (the "Board") is $1.25 per share.
6. This Option may not be exercised more than one year after the issue date
indicated below and may be exercised in whole or in part at any time during such
term, in accordance with the terms and conditions set forth herein.
7. The Option may be exercised by delivering to the Treasurer of the
Company:
<PAGE>
a. A Notice and Agreement of Exercise of Option, substantially in the
form attached, specifying the number of Option Shares to be purchased.
b. Full payment of the Option price for the underlying shares to be
purchased in the form of cash or invoices for services or supplies
provided to the Company.
8. This Option may not be transferred, assigned or encumbered, in any
manner, except in the event of death of the Optionee by will or the laws of
descent and distribution, or in the event the option is granted to a corporation
to the principal shareholder(s) thereof. The terms of this Option shall be
binding upon the Optionee's executors, administrators, heirs, assigns and
successors.
9. Governing Law. This Agreement will be construed and enforced in
accordance with, and the rights of the parties will be governed by, the laws of
the State of Colorado without regard to conflict of laws principals.
Issue Date: July 31, 1997
DCX, Inc.
By:
-----------------------------------------
Frederick G. Beisser
Vice President - Finance & Administration
and Secretary
<PAGE>
STOCK OPTION EXERCISE NOTICE
The undersigned hereby notifies DCX, Inc. (the "Company") of its election to
exercise its option to purchase shares of Company Common Stock.
----------
Accompanying this notice is payment in the amount of $ in payment
------------
for this exercise at the option exercise price of $1.25 per share.
The undersigned agrees with all the provisions of the Stock Option Agreement
dated July 31, 1997.
For: Pension Fund of Steven R. Perles, P.C
By:
-----------------------------------------
(Signature of Optionee exercising)
1666 CONNECTICUT AVE., SUITE 500
(address of Optionee)
WASHINGTON, DC 20009
(city, state and zip code)
<PAGE>
AGREEMENT OF THE OPTIONEE
The Optionee acknowledges the receipt of the Stock Option Agreement, and
represents to DCX, Inc. that he understands the terms and conditions set forth
therein. The Optionee agrees to accept as binding, conclusive, and final all
decisions and interpretations of the Company.
For: Pension Fund of Steven R. Perles, P.C.
By:
--------------------------------------------
(Signature of Optionee)
1666 CONNECTICUT AVE., SUITE 500
(address)
WASHINGTON, DC 20009
(city, state and zip code)
<PAGE>
STOCK OPTION AGREEMENT
1. A stock option (the "Option") to acquire 100,905 shares (hereinafter
referred to as "Shares") of no par value Common Stock of DCX, Inc. is hereby
granted to;
RDD ENTERPRISES, INC. (hereinafter referred to as the "Optionee"),
(Name of optionee)
9003 Airport Freeway, Suite 375
Fort Worth, TX 76180
--------------------------------
(Street, city, state and zip code)
subject in all respects to the terms and conditions as are set forth herein.
2. Certificates for the shares of Common Stock acquired upon exercise of
this Stock Option Agreement (the "Agreement") will be delivered to the Optionee
by the company at the Company's expense within a reasonable time after this
warrant has been so exercised. Each stock certificate so delivered will be in
such denominations of Common stock as may be requested by the Optionee and will
be registered in the name of the Optionee.
3. All shares of Common Stock issued upon exercise of this warrant will,
upon issuance, be duly authorized, validly issue, fully-paid and nonassessable
and free from all preemptive rights of any shareholder and free of all taxes,
liens and charges with respect to the issue thereof. The Company will at all
times reserve and keep available out of its authorized but unissued shares of
Common Stock, solely for the purpose of effecting the exercise of this
Agreement, such number of its shares of Common Stock as from time to time are
sufficient to effect the full exercise of this Agreement. The Company will take
all such action as may necessary to assure that such securities may be issued as
provided herein without violation of any applicable law or regulation, or of any
requirements of any domestic securities exchange upon which the Common Stock may
be listed.
4. This option is not intended to constitute an Incentive Stock Option
under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
5. The option exercise price as determined by the Board of Directions of
the Company (the "Board") is $1.54 per share.
6. This Option may not be exercised more than one year after the issue date
indicated below and may be exercised in whole or in part at any time during such
term, in accordance with the terms and conditions set forth herein.
7. The Option may be exercised by delivering to the Treasurer of the
Company:
<PAGE>
a. A Notice and Agreement of Exercise of Option, substantially in the
form attached, specifying the number of Option Shares to be purchased.
b. Full payment of the Option price for the underlying shares to be
purchased in the form of cash or invoices for services or supplies
provided to the Company.
8. This Option may not be transferred, assigned or encumbered, in any
manner, except in the event of death of the Optionee by will or the laws of
descent and distribution, or in the event the option is granted to a corporation
to the principal shareholder(s) thereof. The terms of this Option shall be
binding upon the Optionee's executors, administrators, heirs, assigns and
successors.
9. Governing Law. This Agreement will be construed and enforced in
accordance with, and the rights of the parties will be governed by, the laws of
the State of Colorado without regard to conflict of laws principals.
Issue Date: July 31, 1997
DCX, Inc.
------------------------------------------------
By: Frederick G. Beisser
Vice President - Finance & Administration
and Secretary
<PAGE>
STOCK OPTION EXERCISE NOTICE
The undersigned hereby notifies DCX, Inc. (the "Company") of its election to
exercise its option to purchase shares of Company Common Stock.
----------
Accompanying this notice is payment in the amount of $ in payment
----------
for this exercise at the option exercise price of $1.54 per share.
The undersigned agrees with all the provisions of the Stock Option Agreement
dated July 31, 1997.
For: RDD Enterprises, Inc.
- -----------------------------------------
(Signature of Optionee exercising)
9003 AIRPORT FREEWAY, SUITE 375
(address of Optionee)
FORT WORTH, TX 76180
(city, state and zip code)
<PAGE>
AGREEMENT OF THE OPTIONEE
The Optionee acknowledges the receipt of the Stock Option Agreement, and
represents to DCX, Inc. that he understands the terms and conditions set forth
therein. The Optionee agrees to accept as binding, conclusive, and final all
decisions and interpretations of the Company.
For: RDD Enterprises, Inc.
By:
-------------------------------
(Signature of Optionee)
9003 AIRPORT FREEWAY, SUITE 375
(address)
FORT WORTH, TX 76180
(city, state and zip code)
<PAGE>
DCX, INC.
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (the "Agreement") is dated March 28, 1997, (the
"Date of Grant"), by and between DCX, Inc. P.O. Box 569, 3002 N. State Hwy 83,
Franktown, CO 80116-0569, a Colorado corporation (the "Company"), and G.
STEPHEN CARREKER (the "Optionee").
WHEREAS, the Company has determined that the Optionee should receive an option
to purchase shares of the Company's Common Stock pursuant to an Executive
Employment Agreement (the "Employment Agreement") on terms set forth in this
Agreement, and the Optionee desires to receive an option on the terms and
conditions set forth in this Agreement;
NOW THEREFORE, the parties agree as follows:
1. GRANT OF OPTION. The Company grants to Optionee the right and option (the
"Option") to purchase all or any part of a total of 380,000 shares of the
authorized and unissued no par value common stock of the Company (the "Option
Shares") pursuant to the terms and conditions set forth in this Agreement.
2. OPTION PRICE. At any time when shares are to be purchased pursuant to the
Option, the purchase price for each Option Share shall be $1.125 (the "Option
Price").
3. OPTION PERIOD. The option period shall commence on the Date of Grant and
shall end on March 27, 2002, unless terminated earlier as provided in this
Agreement.
4. VESTING. The Option Shares granted in paragraph one, supra, shall vest as
follows:
a. The quantity of 200,000 shall be fully vested and immediately
exercisable by the optionee.
b. The remaining quantity of 180,000 shall vest in the percentages
indicated upon attaining the following goals:
(1) 35% shall vest and become exercisable by the Optionee upon
the Company attaining consolidated gross revenues in excess of $10 million by
September 30, 1998 or earlier
(2) Additional 35% shall vest and become exercisable by the
Optionee upon the Company attaining consolidated gross revenues in excess of $20
million by September 30, 1999, or earlier, and
(3) Final 30% shall vest and become exercisable by the
Optionee upon the Company attaining consolidated gross revenues in excess of $30
million by September 30, 2000.
Option Agreement, Page 1
<PAGE>
5. EXERCISE OF OPTION. The Option may be exercised by delivering to the
Treasurer of the Company (I) a Notice and Agreement of Exercise of Option,
substantially in the form attached as Exhibit A, specifying the number of Option
shares to be purchased, and (ii) full payment of the Option Price in the form of
cash, personal check, personal note, shares already owned or other stock option
awards of the Company which the Optionee has an immediate right to exercise.
6. RESTRICTIONS ON EXERCISE.
(a) NONTRANSFERABLE. The Option is not transferable in whole or in part
except as provided in this Agreement.
(b) DEATH OF OPTIONEE. If the Optionee dies, such Option may be exercised,
to the extent vested and to the extent the Optionee could have exercised such
Option, by the Optionee's estate, personal representative or beneficiary who
acquires such Option by will or by laws of descent and distribution, at any time
prior to the earlier of the expiration date of the Option or up to eighteen
months after the date of death of the Optionee, including any additional vesting
which might occur during the post mortem period.
(c) TERMINATION OF RELATIONSHIP. Optionee's right to exercise Stock Options
granted herein will survive any termination of his employment as provided infra:
(1). If Optionee's relationship is terminated for any reason
other than (a) death, (b) disability, (c) cause, (d) voluntary resignation by
Optionee not constituting constructive termination (as defined in his Employment
Agreement) or the expiration of the term of his Employment Agreement, the
Company will fully vest in the Optionee all Options previously granted under
this Agreement whether previously vested or not. Optionee may exercise these
options up to 36 months following the date of termination.
(2). If the Optionee's relationship is terminated for
disability, cause, voluntary resignation not constituting constructive
termination (as defined in his Employment Agreement) or the expiration of the
term of his employment agreement, the Optionee shall be entitled to Options
vested as of the date of termination and any which would normally vest during
the 12/18 months subsequent to the termination date were the relationship not
terminated. The Optionee may exercise these Options up to 18 months following
the date of termination.
(d) TAXES. The Company and the Optionee shall comply with all tax laws
applicable to the exercise or issue of shares resulting from any transaction
under this Agreement.
7. SECURITIES LAWS REQUIREMENTS. No Option Shares shall be issued unless and
until, in the opinion of the Company, any applicable Federal and state
securities law requirements have been fully complied with.
8. COMMON STOCK TO BE RECEIVED UPON EXERCISE. the Option shares will be
registered by the Company under the Securities Act of 1933 (the "Act") within
125 days of the grant, or, alternatively, they will be issued in reliance upon
an exemption which is available only if the
Option Agreement, Page 2
<PAGE>
Optionee acquires such shares for investment and not with a view to
distribution. In the absence of any such registration, the Option Shares cannot
be sold unless they are sold pursuant to an exemption from registration under
the Act. The Company has no obligation to comply, or to assist the Optionee in
complying with any exemption from such registration requirement, including
supplying the Optionee with any information necessary to permit routine sales of
the Option shares under Rule 144 promulgated under the Act by the Securities and
Exchange Commission. Thus, the Option Shares may have to be held indefinitely in
the absence of registration under the Act or an exemption from registration.
9. PRIVILEGE OF OWNERSHIP. Optionee shall not have any of the rights of a
shareholder with respect to the Option Shares except to the extent that the
Option Shares are purchased and registered on the books of the Company's
transfer agent. No dividends will be payable or accrued in respect of these
Options or the shares obtainable hereunder until, and only to the extent, that
the Options have been exercised.
10. NONDILUTION OF OPTIONS. Options granted SUPRA shall be granted to the
Optionee on a non-diluted basis, such that:
a. If the Company at any time or from time to time during the term of
this Agreement effects a subdivision of the outstanding Common Stock, the per
share exercise price in effect immediately before that subdivision will be
proportionately decreased. conversely, if the Company at any time or from time
to time during the term of this Agreement combines the outstanding shares of
Common Stock into a small number of shares, the per share exercise price in
effect immediately before the combination will be proportionately increased. Any
such adjustment will be come effective at the close of business on the date the
subdivision or combination becomes effective.
b. If the Company at any time or from time to time during the term of
this Agreement makes or fixes a record date for payment of a stock dividend or
the distribution of additional shares of common stock to shareholders, the
Options represented herein will be adjusted by multiplying the Per Share
Exercise Price then in effect by a fraction (a) the numerator of which is the
total number of shares of Common Stock issued and outstanding immediately prior
to the time of such issuance on the close of business on such record date, and
(b) the denominator of which is the total number of shares in (a) plus the
number of shares of Common Stock issuable in payment of such dividend or
distribution; provided, however, that if such record date is fixed and such
dividend is not fully paid or if such distributions not fully made on the date
fixed therefor, the Per Share Exercise Price will be recomputed accordingly as
of the close of business on such record date and thereafter the Per Share
Exercise Price will be adjusted pursuant to this Section 11 to reflect the
actual payment of such dividend or distribution.
11. NOTICES. Any notices given under this Agreement shall be in writing and they
shall be deemed to be given upon receipt by sender of sender's return receipt
for acknowledgment of a delivery of said notice by postage prepaid certified
mail or express delivery service. Such notice shall be addressed to the party to
be notified at the address on the first page of this Agreement. Any party
Option Agreement, Page 3
<PAGE>
may change its address for purposes of this paragraph by giving the other
parties written notice of the new address in the manner set forth above.
12. GOVERNING LAW. This Agreement will be construed and enforced in accordance
with, and the rights of the parties will be governed by, the laws of the State
of Colorado without regard to conflict of laws principles.
13. MODIFICATION. This Agreement contains the entire agreement among the parties
and may not be amended except in writing by the party sought to be charged with
such amendment.
DCX, Inc.
Date: 3/28/97 By:
------------------------- --------------------------------------
OPTIONEE
Date: 3/28/97 By:
------------------------- ---------------------------------------
Option Agreement, Page 4
<PAGE>
DCX, INC.
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (the "Agreement") is dated March 28, 1997, (the
"Date of Grant"), by and between DCX, Inc. P.O. Box 569, 3002 N. State Hwy 83,
Franktown, CO 80116-0569, a Colorado corporation (the "Company"), and
FREDERICK G. BEISSER, 796 TIOGA TRAIL, PARKER, CO 80134 (the "Optionee").
WHEREAS, the Company has determined that the Optionee should receive an option
to purchase shares of the Company's Common Stock pursuant to an Executive
Employment Agreement (the "Employment Agreement") on terms set forth in this
Agreement, and the Optionee desires to receive an option on the terms and
conditions set forth in this Agreement;
NOW THEREFORE, the parties agree as follows:
1. GRANT OF OPTION. The Company grants to Optionee the right and option (the
"Option") to purchase all or any part of a total of 120,000 shares of the
authorized and unissued no par value common stock of the Company (the "Option
Shares") pursuant to the terms and conditions set forth in this Agreement.
2. OPTION PRICE. At any time when shares are to be purchased pursuant to the
Option, the purchase price for each Option Share shall be $1.125 (the "Option
Price").
3. OPTION PERIOD. The option period shall commence on the Date of Grant and
shall end on March 27, 2002, unless terminated earlier as provided in this
Agreement.
4. VESTING. The Option Shares granted in paragraph one, supra, shall vest as
follows:
a. The quantity of 70,000 shall be fully vested and immediately exercisable
by the optionee.
b. The remaining quantity of 50,000 shall vest in the percentages indicated
upon attaining the following goals:
(1) 35% shall vest and become exercisable by the Optionee upon
the Company attaining consolidated gross revenues in excess of $10 million by
September 30, 1998 or earlier
(2) Additional 35% shall vest and become exercisable by the
Optionee upon the Company attaining consolidated gross revenues in excess of $20
million by September 30, 1999, or earlier, and
(3) Final 30% shall vest and become exercisable by the
Optionee upon the Company attaining consolidated gross revenues in excess of $30
million by September 30, 2000.
Option Agreement, Page 1
<PAGE>
5. EXERCISE OF OPTION. The Option may be exercised by delivering to the
Treasurer of the Company (I) a Notice and Agreement of Exercise of Option,
substantially in the form attached as Exhibit A, specifying the number of Option
shares to be purchased, and (ii) full payment of the Option Price in the form of
cash, personal check, personal note, shares already owned or other stock option
awards of the Company which the Optionee has an immediate right to exercise.
6. RESTRICTIONS ON EXERCISE.
(a) NONTRANSFERABLE. The Option is not transferable in whole or in part
except as provided in this Agreement.
(b) DEATH OF OPTIONEE. If the Optionee dies, such Option may be exercised,
to the extent vested and to the extent the Optionee could have exercised such
Option, by the Optionee's estate, personal representative or beneficiary who
acquires such Option by will or by laws of descent and distribution, at any time
prior to the earlier of the expiration date of the Option or up to twelve months
after the date of death of the Optionee, including any additional vesting which
might occur during the post mortem period.
(c) TERMINATION OF RELATIONSHIP. Optionee's right to exercise Stock Options
granted herein will survive any termination of his employment as provided infra:
(1). If Optionee's relationship is terminated for any reason
other than (a) death, (b) disability, (c) cause, (d) voluntary resignation by
Optionee not constituting constructive termination (as defined in his Employment
Agreement) or the expiration of the term of his employment agreement, the
Company will fully vest in the Optionee all Options previously granted under
this Agreement whether previously vested or not. Optionee may exercise these
options up to 24 months following the date of termination.
(2). If the Optionee's relationship is terminated for
disability, cause, voluntary resignation not constituting constructive
termination (as defined in his Employment Agreement) or the expiration of the
term of his Employment Agreement, the Optionee shall be entitled to Options
vested as of the date of termination and any which would normally vest during
the 12 months subsequent to the termination date were the relationship not
terminated. The Optionee may exercise these Options up to 12 months following
the date of termination.
(d) TAXES. The Company and the Optionee shall comply with all tax laws
applicable to the exercise or issue of shares resulting from any transaction
under this Agreement.
7. SECURITIES LAWS REQUIREMENTS. No Option Shares shall be issued unless and
until, in the opinion of the Company, any applicable Federal and state
securities law requirements have been fully complied with.
8. COMMON STOCK TO BE RECEIVED UPON EXERCISE. the Option shares will be
registered by the Company under the Securities Act of 1933 (the "Act") within
125 days of the grant, or, alternatively, they will be issued in reliance upon
an exemption which is available only if the
Option Agreement, Page 2
<PAGE>
Optionee acquires such shares for investment and not with a view to
distribution. In the absence of any such registration, the Option Shares cannot
be sold unless they are sold pursuant to an exemption from registration under
the Act. The Company has no obligation to comply, or to assist the Optionee in
complying with any exemption from such registration requirement, including
supplying the Optionee with any information necessary to permit routine sales of
the Option shares under Rule 144 promulgated under the Act by the Securities and
Exchange Commission. Thus, the Option Shares may have to be held indefinitely in
the absence of registration under the Act or an exemption from registration.
9. PRIVILEGE OF OWNERSHIP. Optionee shall not have any of the rights of a
shareholder with respect to the Option Shares except to the extent that the
Option Shares are purchased and registered on the books of the Company's
transfer agent. No dividends will be payable or accrued in respect of these
Options or the shares obtainable hereunder until, and only to the extent, that
the Options have been exercised.
10. NONDILUTION OF OPTIONS. Options granted SUPRA shall be granted to the
Optionee on a non-diluted basis, such that:
a. If the Company at any time or from time to time during the term of
this Agreement effects a subdivision of the outstanding Common Stock, the per
share exercise price in effect immediately before that subdivision will be
proportionately decreased. conversely, if the Company at any time or from time
to time during the term of this Agreement combines the outstanding shares of
Common Stock into a small number of shares, the per share exercise price in
effect immediately before the combination will be proportionately increased. Any
such adjustment will be come effective at the close of business on the date the
subdivision or combination becomes effective.
b. If the Company at any time or from time to time during the term of
this Agreement makes or fixes a record date for payment of a stock dividend or
the distribution of additional shares of common stock to shareholders, the
Options represented herein will be adjusted by multiplying the Per Share
Exercise Price then in effect by a fraction (a) the numerator of which is the
total number of shares of Common Stock issued and outstanding immediately prior
to the time of such issuance on the close of business on such record date, and
(b) the denominator of which is the total number of shares in (a) plus the
number of shares of Common Stock issuable in payment of such dividend or
distribution; provided, however, that if such record date is fixed and such
dividend is not fully paid or if such distributions not fully made on the date
fixed therefor, the Per Share Exercise Price will be recomputed accordingly as
of the close of business on such record date and thereafter the Per Share
Exercise Price will be adjusted pursuant to this Section 11 to reflect the
actual payment of such dividend or distribution.
11. NOTICES. Any notices given under this Agreement shall be in writing and they
shall be deemed to be given upon receipt by sender of sender's return receipt
for acknowledgment of a delivery of said notice by postage prepaid certified
mail or express delivery service. Such notice shall be addressed to the party to
be notified at the address on the first page of this Agreement. Any party
Option Agreement, Page 3
<PAGE>
may change its address for purposes of this paragraph by giving the other
parties written notice of the new address in the manner set forth above.
12. GOVERNING LAW. This Agreement will be construed and enforced in accordance
with, and the rights of the parties will be governed by, the laws of the State
of Colorado without regard to conflict of laws principles.
13. MODIFICATION. This Agreement contains the entire agreement among the parties
and may not be amended except in writing by the party sought to be charged with
such amendment.
DCX, Inc.
Date: 3/28/97 By:
------------------------- --------------------------------------
OPTIONEE
Date: 3/28/97 By:
------------------------- ---------------------------------------
Option Agreement, Page 4
<PAGE>
DCX, INC.
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (the "Agreement") is dated March 28, 1997, (the
"Date of Grant"), by and between DCX, Inc. P.O. Box 569, 3002 N. State Hwy 83,
Franktown, CO 80116-0569, a Colorado corporation (the "Company"), and D.
SCOTT MCREYNOLDS, 1672 S. ESPANA WAY, AURORA, CO 80013 (the "Optionee").
WHEREAS, the Company has determined that the Optionee should receive an option
to purchase shares of the Company's Common Stock pursuant to an Executive
Employment Agreement (the "Employment Agreement") on terms set forth in this
Agreement, and the Optionee desires to receive an option on the terms and
conditions set forth in this Agreement;
NOW THEREFORE, the parties agree as follows:
1. GRANT OF OPTION. The Company grants to Optionee the right and option (the
"Option") to purchase all or any part of a total of 120,000 shares of the
authorized and unissued no par value common stock of the Company (the "Option
Shares") pursuant to the terms and conditions set forth in this Agreement.
2. OPTION PRICE. At any time when shares are to be purchased pursuant to the
Option, the purchase price for each Option Share shall be $1.125 (the "Option
Price").
3. OPTION PERIOD. The option period shall commence on the Date of Grant and
shall end on March 27, 2002, unless terminated earlier as provided in this
Agreement.
4. VESTING. The Option Shares granted in paragraph one, supra, shall vest as
follows:
a. The quantity of 70,000 shall be fully vested and immediately exercisable
by the optionee.
b. The remaining quantity of 50,000 shall vest in the percentages indicated
upon attaining the following goals:
(1) 35% shall vest and become exercisable by the Optionee upon
the Company attaining consolidated gross revenues in excess of $10 million by
September 30, 1998 or earlier
(2) Additional 35% shall vest and become exercisable by the
Optionee upon the Company attaining consolidated gross revenues in excess of $20
million by September 30, 1999, or earlier, and
(3) Final 30% shall vest and become exercisable by the
Optionee upon the Company attaining consolidated gross revenues in excess of $30
million by September 30, 2000.
Option Agreement, Page 1
<PAGE>
5. EXERCISE OF OPTION. The Option may be exercised by delivering to the
Treasurer of the Company (I) a Notice and Agreement of Exercise of Option,
substantially in the form attached as Exhibit A, specifying the number of Option
shares to be purchased, and (ii) full payment of the Option Price in the form of
cash, personal check, personal note, shares already owned or other stock option
awards of the Company which the Optionee has an immediate right to exercise.
6. RESTRICTIONS ON EXERCISE.
(a) NONTRANSFERABLE. The Option is not transferable in whole or in part
except as provided in this Agreement.
(b) DEATH OF OPTIONEE. If the Optionee dies, such Option may be
exercised, to the extent vested and to the extent the Optionee could have
exercised such Option, by the Optionee's estate, personal representative or
beneficiary who acquires such Option by will or by laws of descent and
distribution, at any time prior to the earlier of the expiration date of the
Option or up to twelve months after the date of death of the Optionee, including
any additional vesting which might occur during the post mortem period.
(c) TERMINATION OF RELATIONSHIP. Optionee's right to exercise Stock
Options granted herein will survive any termination of his employment as
provided infra:
(1). If Optionee's relationship is terminated for any reason
other than (a) death, (b) disability, (c) cause, (d) voluntary resignation by
Optionee not constituting constructive termination (as defined in his Employment
Agreement) or the expiration of the term of his employment agreement, the
Company will fully vest in the Optionee all Options previously granted under
this Agreement whether previously vested or not. Optionee may exercise these
options up to 24 months following the date of termination.
(2). If the Optionee's relationship is terminated for
disability, cause, voluntary resignation not constituting constructive
termination (as defined in his Employment Agreement) or the expiration of the
term of his Employment Agreement, the Optionee shall be entitled to Options
vested as of the date of termination and any which would normally vest during
the 12 months subsequent to the termination date were the relationship not
terminated. The Optionee may exercise these Options up to 12 months following
the date of termination.
(d) TAXES. The Company and the Optionee shall comply with all tax laws
applicable to the exercise or issue of shares resulting from any transaction
under this Agreement.
7. SECURITIES LAWS REQUIREMENTS. No Option Shares shall be issued unless and
until, in the opinion of the Company, any applicable Federal and state
securities law requirements have been fully complied with.
8. COMMON STOCK TO BE RECEIVED UPON EXERCISE. the Option shares will be
registered by the Company under the Securities Act of 1933 (the "Act") within
125 days of the grant, or, alternatively, they will be issued in reliance upon
an exemption which is available only if the
Option Agreement, Page 2
<PAGE>
Optionee acquires such shares for investment and not with a view to
distribution. In the absence of any such registration, the Option Shares cannot
be sold unless they are sold pursuant to an exemption from registration under
the Act. The Company has no obligation to comply, or to assist the Optionee in
complying with any exemption from such registration requirement, including
supplying the Optionee with any information necessary to permit routine sales of
the Option shares under Rule 144 promulgated under the Act by the Securities and
Exchange Commission. Thus, the Option Shares may have to be held indefinitely in
the absence of registration under the Act or an exemption from registration.
9. PRIVILEGE OF OWNERSHIP. Optionee shall not have any of the rights of a
shareholder with respect to the Option Shares except to the extent that the
Option Shares are purchased and registered on the books of the Company's
transfer agent. No dividends will be payable or accrued in respect of these
Options or the shares obtainable hereunder until, and only to the extent, that
the Options have been exercised.
10. NONDILUTION OF OPTIONS. Options granted SUPRA shall be granted to the
Optionee on a non-diluted basis, such that:
a. If the Company at any time or from time to time during the term of
this Agreement effects a subdivision of the outstanding Common Stock, the per
share exercise price in effect immediately before that subdivision will be
proportionately decreased. conversely, if the Company at any time or from time
to time during the term of this Agreement combines the outstanding shares of
Common Stock into a small number of shares, the per share exercise price in
effect immediately before the combination will be proportionately increased. Any
such adjustment will be come effective at the close of business on the date the
subdivision or combination becomes effective.
b. If the Company at any time or from time to time during the term of
this Agreement makes or fixes a record date for payment of a stock dividend or
the distribution of additional shares of common stock to shareholders, the
Options represented herein will be adjusted by multiplying the Per Share
Exercise Price then in effect by a fraction (a) the numerator of which is the
total number of shares of Common Stock issued and outstanding immediately prior
to the time of such issuance on the close of business on such record date, and
(b) the denominator of which is the total number of shares in (a) plus the
number of shares of Common Stock issuable in payment of such dividend or
distribution; provided, however, that if such record date is fixed and such
dividend is not fully paid or if such distributions not fully made on the date
fixed therefor, the Per Share Exercise Price will be recomputed accordingly as
of the close of business on such record date and thereafter the Per Share
Exercise Price will be adjusted pursuant to this Section 11 to reflect the
actual payment of such dividend or distribution.
11. NOTICES. Any notices given under this Agreement shall be in writing and they
shall be deemed to be given upon receipt by sender of sender's return receipt
for acknowledgment of a delivery of said notice by postage prepaid certified
mail or express delivery service. Such notice shall be addressed to the party to
be notified at the address on the first page of this Agreement. Any party
Option Agreement, Page 3
<PAGE>
may change its address for purposes of this paragraph by giving the other
parties written notice of the new address in the manner set forth above.
12. GOVERNING LAW. This Agreement will be construed and enforced in accordance
with, and the rights of the parties will be governed by, the laws of the State
of Colorado without regard to conflict of laws principles.
13. MODIFICATION. This Agreement contains the entire agreement among the parties
and may not be amended except in writing by the party sought to be charged with
such amendment.
DCX, Inc.
Date: 3/28/97 By:
------------------------- --------------------------------------
OPTIONEE
Date: 3/28/97 By:
------------------------- ---------------------------------------
Option Agreement, Page 4
<PAGE>
April 11, 1997
Ms. Jeanne M. Anderson
19726 East Cornell Ave.
Aurora, CO 80013
AMENDMENT TO DCX, INC. LETTER OFFER OF JANUARY 25, 1997
Dear Jeanne:
On March 28, 1987 the Board of Directors approved your request to
modify certain terms of our January 25, 1997 letter. You had requested that the
Board grant you stock options to acquire 61,000 shares of the Company's common
stock. It is my understanding that after such a grant and considering all other
options and stock held by you, you would then have rights to 300,000 shares. A
summary of the total would be:
Common Stock 114,000
1992 Options 50,000
1995 Options 75,000
1997 Options 61,000
--------
Total 300,000
Accordingly, the second paragraph of Section 4 of the January 25, 1997
letter is modified to read as follows:
Further, the Company's Board of Directors has approved a grant of
performance stock options to you (the "Optionee") to acquire 61,000
shares of the Company's common stock at fair market value on January
24,1997. The fair market value is established as the closing bid price
as of that date which was $1.125 (the closing bid price on the business
day immediately before January 25, 1997 on which date the NASDAQ was
closed.) These options are granted for a period of two years and expire
on March 27, 1999, or immediately upon resignation by the Optionee from
any position held with the Company, except as otherwise provided below.
Vesting in these performance options will occur at a rate of 35% when
the Company reaches $10.0 million in consolidated annual revenue,
additional 35% at $20.0 million in revenue and the remaining 30% when
the Company reaches $30 million in annual revenue. In the event the
Optionee consents to resign after March 28, 1997, from any Board of
Director position held with the Company in order to facilitate a
transaction or other objective of the Company, the options shall become
fully vested and remain exercisable for a period of one year from date
of acceptance of such resignation or until the original expiration
date, whichever date is earlier.
<PAGE>
Jeanne, I believe this accurately reflects the proposed amendment. Of course all
other portions of the January 25, 1997 letter remain in effect. Please indicate
your agreement by signing below.
Sincerely,
Stephen Carreker
- ---------------------
Stephen Carreker
President & CEO
April 11 , 1997
The amendment to the January 25, 1997 letter is agreed to and accepted.
Jeanne M. Anderson
- --------------------
Jeanne M. Anderson
<PAGE>
STOCK OPTION AGREEMENT
1. A stock option (the "Option") to acquire 24,235 shares (hereinafter
referred to as "Shares") of no par value Common Stock of DCX, Inc. is hereby
granted to;
HAMILTON & FAATZ, P.C. (hereinafter referred to as the "Optionee"),
(Name of optionee)
1600 Broadway, Suite 500
Denver, CO 80202-4927
---------------------------------
(Street, city, state and zip code)
subject in all respects to the terms and conditions as are set forth herein.
2. Certificates for the shares of Common Stock acquired upon exercise of
this Stock Option Agreement (the "Agreement") will be delivered to the Optionee
by the company at the Company's expense within a reasonable time after this
warrant has been so exercised. Each stock certificate so delivered will be in
such denominations of Common stock as may be requested by the Optionee and will
be registered in the name of the Optionee.
3. All shares of Common Stock issued upon exercise of this warrant will,
upon issuance, be duly authorized, validly issue, fully-paid and nonassessable
and free from all preemptive rights of any shareholder and free of all taxes,
liens and charges with respect to the issue thereof. The Company will at all
times reserve and keep available out of its authorized but unissued shares of
Common Stock, solely for the purpose of effecting the exercise of this
Agreement, such number of its shares of Common Stock as from time to time are
sufficient to effect the full exercise of this Agreement. The Company will take
all such action as may necessary to assure that such securities may be issued as
provided herein without violation of any applicable law or regulation, or of any
requirements of any domestic securities exchange upon which the Common Stock may
be listed.
4. This option is not intended to constitute an Incentive Stock Option
under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
5. The option exercise price as determined by the Board of Directions of
the Company (the "Board") is $1.54 per share.
6. This Option may not be exercised more than one year after the issue date
indicated below and may be exercised in whole or in part at any time during such
term, in accordance with the terms and conditions set forth herein.
7. The Option may be exercised by delivering to the Treasurer of the
Company:
<PAGE>
a. A Notice and Agreement of Exercise of Option, substantially in the
form attached, specifying the number of Option Shares to be purchased.
b. Full payment of the Option price for the underlying shares to be
purchased in the form of cash or invoices for services or supplies
provided to the Company.
8. This Option may not be transferred, assigned or encumbered, in any
manner, except in the event of death of the Optionee by will or the laws of
descent and distribution, or in the event the option is granted to a corporation
to the principal shareholder(s) thereof. The terms of this Option shall be
binding upon the Optionee's executors, administrators, heirs, assigns and
successors.
9. Governing Law. This Agreement will be construed and enforced in
accordance with, and the rights of the parties will be governed by, the laws of
the State of Colorado without regard to conflict of laws principals.
Issue Date: July 31, 1997
DCX, Inc.
----------------------------------------------
By: Frederick G. Beisser
Vice President - Finance & Administration
and Secretary
<PAGE>
STOCK OPTION EXERCISE NOTICE
The undersigned hereby notifies DCX, Inc. (the "Company") of its election to
exercise its option to purchase shares of Company Common Stock.
----------
Accompanying this notice is payment in the amount of $ in payment
------------
for this exercise at the option exercise price of $1.54 per share.
The undersigned agrees with all the provisions of the Stock Option Agreement
dated July 31, 1997.
For: Hamilton & Faatz, P.C.
- ---------------------------------------
(Signature of Optionee exercising)
1600 BROADWAY, SUITE 500
(address of Optionee)
DENVER, CO 80202-4927
(city, state and zip code)
<PAGE>
AGREEMENT OF THE OPTIONEE
The Optionee acknowledges the receipt of the Stock Option Agreement, and
represents to DCX, Inc. that he understands the terms and conditions set forth
therein. The Optionee agrees to accept as binding, conclusive, and final all
decisions and interpretations of the Company.
For: Hamilton & Faatz, P.C.
By:
---------------------------------------
(Signature of Optionee's Officer)
1600 BROADWAY, SUITE 500
(address)
DENVER, CO 80202-4927
(city, state and zip code)
<PAGE>
[DGS LETTERHEAD]
September 8, 1997
DCX, Inc.
3002 North State Highway 83
Franktown, Colorado 80016-6659
Re: Sale of Shares of Common Stock Pursuant to Registration Statement on
Form S-8
Gentlemen:
We have acted as counsel to DCX, Inc. (the "Company") in connection with
the registration by the Company of 838,650 shares of Common Stock (the "Shares")
described in the Registration Statement on Form S-8 of the Company, being filed
with the Securities and Exchange Commission concurrently herewith. In such
connection we have examined certain corporate records and proceedings of the
Company including actions taken by the Company's Board of Directors in respect
of the authorization and issuance of the Shares, and such other matters as we
deemed appropriate.
Based upon the foregoing, we are of the opinion that the Shares have been
duly authorized and, when issued and sold as contemplated by the Registration
Statement and in accordance with the option agreements covered thereby, will be
legally issued, fully paid and non-assessable shares of capital stock of the
Company.
We hereby consent to be named in the Registration Statement and in the
Prospectus constituting a part thereof, as amended from time to time, as the
attorneys who will pass upon legal matters in connection with the issuance of
the Shares, and to the filing of this Opinion as an Exhibit
<PAGE>
September 8, 1997
Page 2
to the aforesaid Registration Statement. In giving this consent, we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act of 1933 or the rules of the Securities and
Exchange Commission.
Very truly yours,
Davis, Graham & Stubbs LLP
DAVIS, GRAHAM & STUBBS LLP
<PAGE>
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
DCX, Inc.
Franktown, Colorado
We hereby consent to the incorporation by reference in the Prospectus and this
Registration Statement of our report dated January 9, 1997, relating to the
consoldiated financial statements of DCX, Inc. appearing in the Company's Annual
Report on Form 10-KSB for the year ended September 30, 1996
BDO Seidman, LLP
Denver, Colorado
September 9, 1997
