As filed with the Securities and Exchange Commission on September 7, 1999
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------------
INTEGRATED SPATIAL INFORMATION SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
------------------------------
COLORADO 84-0868815
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1597 COLE BOULEVARD
SUITE 300B
GOLDEN, C0 80401
(Address of principal executive offices)
EQUITY COMPENSATION PLAN
AGREEMENTS WITH VARIOUS OFFICERS, CONSULTANTS AND ADVISORS
(Full titles of the plans)
------------------------------
With copies to:
FREDERICK G. BEISSER, SECRETARY LESTER R. WOODWARD
INTEGRATED SPATIAL INFORMATION SOLUTIONS, INC. DAVIS, GRAHAM & STUBBS
1597 COLE BOULEVARD 370 17TH STREET, SUITE 4700
GOLDEN, C0 80401 DENVER, COLORADO 80202
(303) 274-8708 (303) 892-9400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
======================================================================================================================
Proposed Proposed
maximum maximum
Amount to be offering price per aggregate Amount of
Title of securities to be registered registered unit offering price registration fee(1)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value per share (3) 4,057,282 shares $.3393(1) $1,376,940.07(1) $382.70
Common Stock, no par value per share (4) 688,235 shares $.2906 $ 200,001.10(2) $ 55.60
Common Stock, no par value per share (5) 25,106 shares $.2656 $ 6,668.15(2) $ 1.85
Common Stock, no par value per share (6) 375,581 shares $.26 $ 97,651.06(2) $ 27.15
Common Stock, no par value per share (7) 60,000 shares $.3393(1) $ 20,358.00(1) $ 5.66
TOTAL: $472.96
======================================================================================================================
</TABLE>
(1) Calculated solely for purposes of determining the registration fee payable
pursuant to Rule 457(c) and (h) based on prices quoted on NASDAQ for the
Company's common stock on September 3, 1999.
(2) Calculated solely for purposes of determining the registration fee payable
pursuant to Rule 457(h) and based upon the product of the share number
times the respective prices on the date of issuance.
(3) Shares Issuable under Equity Compensation Plan.
(4) Shares Issuable under Agreement in Services by and between the Company and
Human Vision, LLC.
(5) Shares Issuable under the Option Agreement by and between the Company and
Timothy J. O'Connor.
(6) Shares Issuable under the Option Agreement by and between the Company and
Steven R. Perles, which may be placed, in part, in either the Steven R.
Perles Pension Plan or the Steven R. Perles Retirement Trust.
(7) Shares Issuable under the Agreement by and between the Company and Lopata,
Flegel and Company dated June 19, 1999.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
See Item 2.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The document(s) containing the information specified in Items 1 and 2
of Part I of Form S-8 will be sent or given to participants in the Company's
Equity Compensation Plan (the "Plan"), the Agreement for Services by and Between
the Company and Human Vision, LLC, the Option Agreement by and between the
Company and Timothy J. O'Connor, and the Option Agreement by and between the
Company and Steven R. Perles, respectively, in accordance with Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Act"). Such document(s) are not
being filed with the Commission in compliance with the Note to Part I of Form
S-8, but constitute (along with the documents incorporated by reference into the
Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that
meets the requirements of Section 10(a) of the Act. The options received by Mr.
Perles may be placed, in part, in either the Steven R. Perles Pension Plan or
Steven R. Perles Retirement Trust.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 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,
1998;
(b) Amended Annual Report on Form 10KSB/A for the year ended
September 30, 1998, filed January 22, 1999;
(c) Amended Annual Report on Form 10KSB/A for the year ended
September 30, 1998, filed January 19, 1999;
(d) Prospectus filed pursuant to Rule 424, dated February 23,
1999;
(e) Current Report on Form 8-K, dated July 13, 1999;
(f) Quarterly Report on Form 10-QSB for the quarter ended
December 31, 1998;
(g) Quarterly Report on Form 10-QSB for the quarter ended
March 31, 1999;
(h) Quarterly Report on Form 10-QSB for the quarter ended June 30,
1999;
(i) Definitive Proxy Statement, filed August 4, 1999;
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<PAGE>
(j) 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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 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
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<PAGE>
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 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
4.1 Equity Compensation Plan
4.2 Form of Option Agreement, dated July 26, 1999, by and between
the Company and Steven R. Perles.
4.3 Form of Option Agreement, dated July 30, 1999, by and between
the Company and Timothy J. O'Connor.
4.4 Form of Agreement for Services, dated as of July 6, 1999, by
and between the Company and Human Vision, LLC.*
4.5 Form of Engagement Letter, dated as of June 18, 1999, by and
between the Company and Lopata, Flegal and Company.
-4-
<PAGE>
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.
* Filed as an Exhibit to the Company's Quarterly Report on Form 10-QSB for
the quarter ended June 30, 1999.
ITEM 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 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
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 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.
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<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 Frankfort, State of Kentucky, on the 1st day of
September, 1999.
Integrated Spatial Information Solutions, Inc.
By: /s/ JOHN C. ANTENUCCI
------------------------------------------
John C. Antenucci
President & Chief Executive Officer
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> <C> <C>
/s/ JOHN C. ANTENUCCI President, Chief Executive Officer and August 31, 1999
- ----------------------------------------- Director
John C. Antenucci
/s/ FREDERICK G. BEISSER Vice President Finance and August 31, 1999
- ----------------------------------------- Administration, Secretary and Treasurer,
Frederick G. Beisser Director, (Principal Financial and
Accounting Officer)
/s/ GARY S. MURRAY Chairman of the Board August 31, 1999
- -----------------------------------------
Gary S. Murray
/s/ JEANNE M. ANDERSEN Director August 31, 1999
- -----------------------------------------
Jeanne M. Andersen
/s/ RAYMUND O'MARA Director August 31, 1999
- -----------------------------------------
Raymund O'Mara
/s/ J. GARY REED Director August 31, 1999
- -----------------------------------------
J. Gary Reed
</TABLE>
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<PAGE>
EXHIBIT INDEX
Exhibit Sequential
No. Description Page No.
- --------------------------------------------------------------------------------
4.1 Equity Compensation Plan
4.2 Form of Option Agreement, dated July 26, 1999, by and between
the Company and Steven R. Perles.
4.3 Form of Option Agreement, dated July 30, 1999, by and between
the Company and Timothy J. O'Connor.
4.4 Form of Agreement for Services, dated as of July 6, 1999, by
and between the Company and Human Vision, LLC.*
4.5 Form of Engagement Letter, dated as of June 18, 1999, by and
between the Company and Lopata, Flegal and Company.
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.
* Filed as an Exhibit to the Company's Quarterly Report on Form 10-QSB for
the period ended June 30, 1999.
-7-
EQUITY COMPENSATION PLAN
ARTICLE I
PURPOSE
The purpose of the DCX, Inc. Equity Compensation Plan (the "Plan") is
to attract and retain directors, officers, other employees and consultants of
DCX, Inc. and its Subsidiaries and to provide such persons with incentives to
continue in the long-term service of the Company and to create in such persons a
more direct interest in the future success of the operations of the Company by
relating incentive compensation to increases in stockholder value.
ARTICLE II
STRUCTURE OF THE PLAN
The Plan is divided into three separate programs:
A. The Discretionary Stock Option Grant Program under which
eligible persons may, at the discretion of the Committee or the Board, be
granted Stock Options;
B. The Restricted Stock Program under which eligible persons may, at
the discretion of the Committee or the Board, be granted rights to receive
shares of Common Stock, subject to certain restrictions; and
C. The Supplemental Bonus Program under which eligible persons may,
at the discretion of the Committee or the Board, be granted a right to receive
payment, in cash, shares of Common Stock, or a combination thereof, of a
specified amount.
ARTICLE III
DEFINITIONS
As used in this Plan:
"10% Stockholder" shall mean any owner of stock (as determined under
Section 424(d) of the Code) possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company or any Subsidiary.
"Award" shall mean a grant made under this Plan in the form of Stock
Options, Restricted Stock or Supplemental Bonuses.
"Board" shall mean the Company's Board of Directors.
"Change in Control" shall mean a change in ownership or control of the
Company effected through any of the following transactions:
<PAGE>
(i) the acquisition, directly or indirectly by any person or
group (within the meaning of Sections 13(d) and 14(d)(2) of the
Exchange Act) other than a trustee or other fiduciary holding
securities under an employee benefit plan of the Company, of beneficial
ownership (within the meaning of Rule 13d-3 of the Exchange Act) of
securities possessing more than thirty percent (30%) of the total
combined voting power of the Company's outstanding securities;
(ii) a change in the composition of the Board over a period of
eighteen (18) consecutive months or less such that fifty percent (50%)
or more of the Board members cease to be directors who either (A) have
been directors continuously since the beginning of such period or (B)
have been unanimously elected or nominated by the Board for election as
directors during such period;
(iii) a stockholder-approved merger or consolidation to which
the Company is a party and in which (A) the Company is not the
surviving entity or (B) securities possessing more than thirty percent
(30%) of the total combined voting power of the Company's outstanding
securities are transferred to a person or persons different from the
persons holding those securities immediately prior to such transaction;
or
(iv) the sale, transfer or other disposition of all or
substantially all of the Company's assets in complete liquidation or
dissolution of the Company.
"Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.
"Committee" shall mean the Employee Committee and/or the Incentive Plan
Committee, as applicable.
"Common Stock" shall mean the Company's common stock, no par value.
"Company" shall mean DCX, Inc.
"Date of Grant" shall mean the date specified by the Committee on which
a grant of an Award shall become effective, which shall not be earlier than the
date on which the Committee takes action with respect thereto.
"Employee" shall mean an individual who is in the employ of the Company
or any Subsidiary.
"Employee Committee" shall mean a committee composed of at least one
member of the Board of Directors who may, but need not, be a Non-Employee
Director. The Employee Committee is empowered hereunder to grant Awards to
Eligible Employees who are not directors or "officers" of the Company as that
term is defined in Rule 16a-1(f) of the Exchange Act nor "covered employees"
under Section 162(m) of the Code, and to establish the terms of such Awards at
the time of grant, but shall have no other authority with respect to the Plan or
outstanding Awards except as expressly granted by the Plan.
2
<PAGE>
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
"Fair Market Value" of a share of Common Stock on any relevant date
shall be determined in accordance with the following provisions:
(i) If the Common Stock is at the time listed on any stock
exchange, or traded on the Nasdaq National Market, or any other
securities trading market that reports daily the closing selling price
per share of Common Stock, the Fair Market Value shall be deemed equal
to the closing selling price per share of Common Stock on the date in
question on the stock exchange or other securities trading market
determined by the Committee to be the primary market for the Common
Stock, as such price is officially quoted on such exchange or trading
market.
(ii) If there is no closing selling price for the Common Stock
on the date in question, or if the Common Stock is neither listed on a
stock exchange or traded on a securities trading market that reports
daily the closing selling price per share of the Common Stock, then the
Fair Market Value shall be deemed to be the average of the
representative closing bid and asked prices on the date on question as
reported by the Nasdaq Stock Market or other reporting entity selected
by the Committee.
(iii) In the event the Common Stock is not traded publicly,
the Fair Market Value of a share of Common Stock shall be determined,
in good faith, by the Committee after such consultation with outside
legal, accounting and other experts as the Committee may deem
advisable, and the Committee shall maintain a written record of its
method of determining such value.
"Incentive Plan Committee" shall mean a committee consisting entirely
of Non-Employee Directors of the Board, who are empowered hereunder to take all
action required in the administration of the Plan and the grant and
administration of Awards hereunder. The Incentive Plan Committee shall be so
constituted at all times as to permit the Plan to comply with Rule 16b-3 or any
successor rule promulgated under the Exchange Act. Members of the Incentive Plan
Committee shall be appointed from time to time by the Board, shall serve at the
pleasure of the Board and may resign at any time upon written notice to the
Board. Notwithstanding the foregoing, at any time that there are fewer than two
Non-Employee Directors on the Board or when no Incentive Plan Committee has been
appointed by the Board, all powers of the Incentive Plan Committee shall be
vested in the Board.
"Incentive Stock Option" shall mean a Stock Option that (i) qualifies
as an "incentive stock option" under Section 422 of the Code or any successor
provision and (ii) is intended to be an incentive stock option.
"Non-Employee Director" shall mean a director of the Company who meets
the definition of (i) a "non-employee director" set forth in Rule 16b-3 under
the Exchange Act, as amended, or any successor rule and (ii) an "outside
director" set forth in Treasury Regulation 1.162-27, as amended, or any
successor rule.
3
<PAGE>
"Non-Statutory Option" shall mean a Stock Option that (i) does not
qualify as an "incentive stock option" under Section 422 of the Code or any
successor provision or (ii) is not intended to be an incentive stock option.
"Optionee" shall mean the person so designated in an agreement
evidencing an outstanding Stock Option.
"Option Price" shall mean the purchase price payable by a Participant
upon the exercise of a Stock Option.
"Participant" shall mean a person who is selected by the Committee to
receive benefits under this Plan and (i) is at that time a director, officer or
other Employee of the Company or any Subsidiary, (ii) is at that time a
consultant or other independent advisor who provides services to the Company or
a Subsidiary, or (iii) has agreed to commence serving in any capacity set forth
in (i) or (ii) of this definition.
"Plan" shall mean the Company's Equity Incentive Plan as set forth
herein.
"Plan Effective Date" shall mean October 31, 1997, the date on which
this Plan was approved by the Company's Board of Directors.
"Redemption Value" shall mean the amount, if any, by which the Fair
Market Value of one share of Common Stock on the date on which the Stock Option
is exercised exceeds the Option Price for such share.
"Restricted Stock" shall mean shares of Common Stock granted under
Article VII that are subject to restrictions imposed pursuant to said Article.
"SEC" shall mean the U.S. Securities and Exchange Commission and any
successor thereto.
"Stock Option" shall mean a right granted under the Plan to a
Participant to purchase Common Stock at a stated price for a specified period of
time.
"Subsidiary" shall mean a corporation, partnership, joint venture,
unincorporated association or other entity in which the Company has a direct or
indirect ownership or other equity interest; provided, however, for purposes of
determining whether any person may be a Participant for purposes of any grant of
Incentive Stock Options, "Subsidiary" means any subsidiary corporation of the
Company as defined in Section 424(f) of the Code.
"Supplemental Bonus" shall mean the right to receive payment in cash of
an amount determined pursuant to Article IX of this Plan.
"Term" shall mean the length of time during which a Stock Option may be
exercised.
4
<PAGE>
ARTICLE IV
ADMINISTRATION OF THE PLAN
A. DELEGATION TO THE COMMITTEE. This Plan shall be administered by
the Incentive Plan Committee. References herein to the "Committee" shall mean
the Employee Committee and/or the Incentive Plan Committee, as applicable.
References herein to the Incentive Plan Committee refer solely to the Incentive
Plan Committee.
Members of the Incentive Plan Committee and the Employee Committee
shall serve for such period of time as the Board may determine and may be
removed by the Board at any time. The action of a majority of the members of the
Incentive Plan Committee and the Employee Committee present at any meeting, or
acts unanimously approved in writing, shall be the acts of the Incentive Plan
Committee and the Employee Committee, respectively.
B. POWERS OF THE COMMITTEE. The Incentive Plan Committee shall have
full power and authority, subject to the provisions of this Plan, to establish
such rules and regulations as it may deem appropriate for proper administration
of this Plan and to make such determinations under, and issue interpretations
of, the provisions of this Plan and any outstanding Awards as it may deem
necessary or advisable. In addition, the Incentive Plan Committee shall have
full power and authority to administer and interpret the Plan and make
modifications as it may deem appropriate to conform the Plan and all actions
pursuant to the Plan to any regulation or to any change in any law or regulation
applicable to this Plan.
C. ACTIONS OF THE COMMITTEE. All actions taken and all
interpretations and determinations made by the Committee in good faith
(including determinations of Fair Market Value) shall be final and binding upon
all Participants, the Company and all other interested persons. No director or
member of the Committee shall be personally liable for any action, determination
or interpretation made in good faith with respect to the Plan, and all directors
and members of the Committee shall, in addition to their rights as directors, be
fully protected by the Company with respect to any such action, determination or
interpretation.
D. Awards to Officers and Directors.
1. All Awards to officers shall be determined by the Incentive
Plan Committee. If the Incentive Plan Committee is not composed as prescribed in
the definition of Incentive Plan Committee in Article III, the Board shall have
the right to take such action with respect to any Award to an officer as it
deems necessary or advisable to comply with Rule 16b-3 of the Exchange Act and
any related rules, including but not limited to seeking stockholder ratification
of such Award or restricting the sale of the Award or any shares of Common Stock
underlying the Award for a period of six-months.
2. Discretionary awards to Non-Employee Directors, if any,
shall be determined by the Board.
5
<PAGE>
ARTICLE V
ELIGIBILITY
A. DISCRETIONARY STOCK OPTION GRANT PROGRAM, RESTRICTED STOCK
PROGRAM AND SUPPLEMENTAL BONUS PROGRAM. The persons eligible to participate in
the Discretionary Stock Option Grant Program, the Restricted Stock Program and
the Supplemental Bonus Program are as follows:
1. Employees of the Company or a Subsidiary;
2. Members of the Board; and
3. Consultants and other independent advisors who provide
services to the Company or a Subsidiary.
B. SELECTION OF PARTICIPANTS. The Committee shall from time to time
determine the Participants to whom Awards shall be granted pursuant to the
Discretionary Stock Option Grant Program, the Restricted Stock Program and the
Supplemental Bonus Program.
ARTICLE VI
SHARES AVAILABLE UNDER THE PLAN
A. MAXIMUM NUMBER. The number of shares of Common Stock issued or
transferred and covered by outstanding awards granted under this Plan shall not
in the aggregate exceed 4,000,000 shares of Common Stock, which may be Common
Stock of original issuance or Common Stock held in treasury, or a combination
thereof. This authorization shall be increased automatically on each succeeding
annual anniversary of the Plan Effective Date by an amount equal to that number
of shares equal to one-half of one percent of the Company's then issued and
outstanding shares of Common Stock. The shares may be divided among the various
Plan components as the Incentive Plan Committee shall determine, except that no
more than 3,500,000 Shares shall be issued in connection with the exercise of
Incentive Stock Options under the Plan. Any portion of the shares added on each
succeeding anniversary of the Plan Effective Date which are unused during the
Plan year beginning on such anniversary date shall be carried forward and be
available for grant and issuance in subsequent Plan years, while up to 100% of
the shares to be added in the next succeeding Plan year (calculated on the basis
of the current Plan year's allocation) may be borrowed for use in the current
Plan year. Shares of Common Stock that may be issued upon the exercise of Stock
Options shall be applied to reduce the maximum number of shares remaining
available for use under the Plan. The Company shall at all times during the term
of the Plan and while any Stock Options are outstanding retain as authorized and
unissued Common Stock, or as treasury Common Stock, at least the number of
shares of Common Stock required under the provisions of this Plan, or otherwise
assure itself of its ability to perform its obligations hereunder.
B. UNUSED AND FORFEITED STOCK. The following shares of Common Stock
shall automatically become available for use under the Plan: (i) any shares of
Common Stock that are
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subject to an Award under this Plan that are not used because the terms and
conditions of the Award are not met, including any shares of Common Stock that
are subject to a Stock Option that expires or is terminated for any reason, (ii)
any shares of Common Stock with respect to which a Stock Option is exercised
that are used for full or partial payment of the Option Price, and (iii) any
shares of Common Stock withheld by the Company in satisfaction of the
withholding taxes incurred in connection with the exercise of a Non-Statutory
Option.
C. CAPITAL CHANGES. If any change is made to the Common Stock by
reason of any stock split, stock dividend, recapitalization, combination of
shares, exchange of shares or other change affecting the outstanding Common
Stock as a class without the Company's receipt of consideration, appropriate
adjustments shall be made to (i) the maximum number and/or class of securities
issuable under the Plan, (ii) the number and/or class of securities for which
grants are subsequently to be made pursuant to Article VI of this Plan, and
(iii) the number and/or class of securities then included in each Award
outstanding hereunder and the Option Price per share in effect under each
outstanding Stock Option under this Plan. Such adjustments to the outstanding
Stock Options are to be effected in a manner that shall preclude the enlargement
or dilution of rights and benefits under such Stock Options. The adjustments
determined by the Committee shall be final, binding and conclusive.
ARTICLE VII
DISCRETIONARY STOCK OPTION GRANT PROGRAM
A. DISCRETIONARY GRANT OF STOCK OPTIONS TO PARTICIPANTS. The
Committee may from time to time authorize grants to Participants of options to
purchase shares of Common Stock upon such terms and conditions as the Committee
may determine in accordance with the following provisions (in connection with
any grants under this paragraph VII.A to Non-Employee Directors, "Committee"
shall mean the entire Board of Directors):
1. Each grant shall specify the number of shares of Common
Stock to which it pertains;
2. Each grant shall specify the Option Price per share;
3. Each grant shall specify the form of consideration to be
paid in satisfaction of the Option Price and the manner of payment of such
consideration, which may include (i) cash in the form of currency or check or
other cash equivalent acceptable to the Company, (ii) shares of Common Stock
that are already owned by the Optionee and have a Fair Market Value at the time
of exercise that is equal to the Option Price, (iii) shares of Common Stock with
respect to which a Stock Option is exercised, (iv) a recourse promissory note in
favor of the Company, (v) any other legal consideration that the Committee may
deem appropriate and (vi) any combination of the foregoing;
4. Any grant may provide for deferred payment of the Option
Price from the proceeds of sale through a broker of some or all of the shares of
Common Stock to which the exercise relates;
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5. Any grant may provide that shares of Common Stock issuable
upon the exercise of a Stock Option shall be subject to restrictions whereby the
Company has the right or obligation to repurchase all or a portion of such
shares if the Participant's service to the Company is terminated before a
specified time, or if certain other events occur or conditions are not met;
6. Successive grants may be made to the same Participant
regardless of whether any Stock Options previously granted to the Participant
remain unexercised;
7. Each grant shall specify the conditions to be satisfied
before the Stock Option or installments thereof shall become exercisable, which
conditions may include a period or periods of continuous service by the Optionee
to the Company or any Subsidiary, the attainment of specified performance goals
and objectives, or the occurrence of specified events; as may be established by
the Committee with respect to such grant;
8. All Stock Options that meet the requirements of the Code
for incentive stock options shall be Incentive Stock Options unless (i) the
option agreement clearly designates the Stock Options granted thereunder, or a
specified portion thereof, as a Non-Statutory Option, or (ii) a grant of
Incentive Stock Options to the Participant would be prohibited under the Code or
other applicable law;
9. Each grant shall specify the Term of the Stock Option, which
Term shall not be greater than 10 years from the Date of Grant; and
10. Each grant shall be evidenced by an agreement, which shall
be executed on behalf of the Company by any officer thereof and delivered to and
accepted by the Optionee and shall contain such terms and provisions as the
Committee may determine consistent with this Plan.
B. SPECIAL TERMS APPLICABLE TO INCENTIVE STOCK OPTIONS. The
following additional terms shall be applicable to all Incentive Stock Options
granted pursuant to this Plan. Stock Options that are specifically designated as
Non-Statutory Options shall not be subject to the terms of this paragraph VII.B.
1. Incentive Stock Options shall be granted only to Employees
of the Company or a Subsidiary;
2. The Option Price per share shall not be less than the Fair
Market Value per share of Common Stock on the Date of Grant;
3. The aggregate Fair Market Value of the shares of Common
Stock (determined as of the respective Date(s) of Grant) with respect to which
Incentive Stock Options granted to any Employee under the Plan (or any other
plan of the Company or a Subsidiary) are exercisable for the first time during
any one calendar year shall not exceed the sum of One Hundred Thousand Dollars
($100,000). To the extent the Employee holds two (2) or more such Stock Options
that become exercisable for the first time in the same calendar year, the
foregoing
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limitation on the treatment of such Stock Options as Incentive Stock Options
shall be applied on the basis of the order in which such Stock Options are
granted; and
4. If any Employee to whom an Incentive Stock Option is
granted is a 10% Stockholder, then the Option Price per share shall not be less
than one hundred ten percent (110%) of the Fair Market Value per share of Common
Stock on the Date of Grant, and the option Term shall not exceed five (5) years
measured from the Date of Grant.
ARTICLE VIII
RESTRICTED STOCK PROGRAM
A. AWARDS GRANTED. Coincident with or following designation for
participation in the Plan, a Participant may be granted one or more Restricted
Stock Awards consisting of shares of Common Stock. The number of shares granted
as a Restricted Stock Award shall be determined by the Committee.
B. RESTRICTIONS. A Participant's right to retain a Restricted Stock
Award granted to such Participant under Article VII.A shall be subject to such
restrictions, including but not limited to his or her continuous employment by
the Company for a restriction period specified by the Committee or the
attainment of specified performance goals and objectives, or the occurrence of
specified events, as may be established by the Committee with respect to such
Award. The Committee may in its sole discretion require different periods of
employment or different performance goals and objectives with respect to
different Participants, to different Restricted Stock Awards or to separate,
designated portions of the shares constituting a Restricted Stock Award.
C. PRIVILEGES OF A STOCKHOLDER, TRANSFERABILITY. A Participant shall
have all voting, dividend, liquidation and other rights with respect to shares
of Common Stock in accordance with its terms received by him or her as a
Restricted Stock Award under this Article VIII upon his or her becoming the
holder of record of such shares; provided, however, that the Participant's right
to sell, encumber or otherwise transfer such shares shall be subject to the
restrictions established by the Committee with respect to such Award.
D. ENFORCEMENT OF RESTRICTIONS. The Committee may in its sole
discretion require a legend to be placed on the stock certificates referring to
the restrictions referred to in paragraphs VIII.B and VIII.C., in order to
enforce such restrictions.
ARTICLE IX
SUPPLEMENTAL BONUS PROGRAM
A. NON-STATUTORY STOCK OPTIONS. The Committee, at the time of grant
or at any time prior to exercise of any Non-Statutory Option, may provide for a
Supplemental Bonus from the Company or a Subsidiary in connection with a
specified number of shares of Common Stock then purchasable, or which may become
purchasable, under such Non-Statutory Option. Such
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<PAGE>
Supplemental Bonus shall be payable in cash upon the exercise of the
Non-Statutory Option with regard to which such Supplemental Bonus was granted. A
Supplemental Bonus shall not exceed the amount necessary to reimburse the
Participant for the income tax liability incurred by him or her upon the
exercise of the Non-Statutory Option, calculated using the maximum combined
federal and applicable state income tax rates then in effect and taking into
account the tax liability arising from the Participant's receipt of the
Supplemental Bonus.
B. RESTRICTED STOCK AWARDS. The Committee, either at such time as
the restrictions with respect to a Restricted Stock Award lapse or a Section
83(b) election is made under the Code by the Participant with respect to shares
issued in connection with a Restricted Stock Award, may provide for a
Supplemental Bonus from the Company or a Subsidiary. Such Supplemental Bonus
shall be payable in cash and shall not exceed the amount necessary to reimburse
the Participant for the income tax liability incurred by him or her with respect
to shares issued in connection with a Restricted Stock Award, calculated using
the maximum combined federal and applicable state income tax rates then in
effect and taking into account the tax liability arising from the Participant's
receipt of the Supplemental Bonus.
ARTICLE X
TERMINATION OF SERVICE
A. INCENTIVE STOCK OPTIONS. The following provisions shall govern
the exercise of any Incentive Stock Options held by any Employee whose
employment is terminated:
1. If the Optionee's employment with the Company is terminated
for any reason other than such Optionee's death, disability or retirement, all
Incentive Stock Options held by the Optionee shall terminate on the date and at
the time the Optionee's employment terminates, unless the Committee expressly
provides in the terms of the Optionee's Stock Option Agreement that such Stock
Options shall remain exercisable, to the extent vested on such termination date,
for a period of three (3) months following such termination of employment.
2. If the Optionee's employment with the Company is terminated
because of such Optionee's death or disability within the meaning of Section
22(e)(3) of the Code, all Incentive Stock Options held by the Optionee shall
become immediately exercisable and shall be exercisable for a period of twelve
(12) months following such termination of employment.
3. In the event Optionee's employment is terminated due to
retirement, all Incentive Stock Options held by the Optionee shall remain
exercisable, to the extent such Stock Options were exercisable on the date the
Optionee's employment terminated, for a period of three (3) months following
such termination of employment.
4. In no event may any Incentive Stock Option remain
exercisable after the expiration of the Term of the Stock Option. Upon the
expiration of any three (3) or twelve (12) month exercise period, as applicable,
or, if earlier, upon the expiration of the Term of the Stock Option, the Stock
Option shall terminate and shall cease to be outstanding for any shares for
which the Stock Option has not been exercised.
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B. NON-STATUTORY OPTIONS. The following provisions shall govern the
exercise of any Non-Statutory Options:
1. If the Optionee's employment, service on the Board or
consultancy is terminated for any reason other than such Optionee's death,
disability or retirement, all Non-Statutory Options held by the Optionee shall
terminate on the date of such termination, unless the Committee expressly
provides in the terms of the Optionee's Stock Option Agreement, that such Stock
Options shall remain exercisable, to the extent vested on such termination date,
for a specified period following such termination.
2. If the Optionee's employment, service on the Board or
consultancy is terminated because of such Optionee's death or disability, all
Non-Statutory Options held by the Optionee shall become immediately exercisable
and shall be exercisable until the expiration of the Term of such Stock Options.
3. If the Optionee's employment service on the Board or
consultancy is terminated because of such Optionee's retirement, all
Non-Statutory Options held by the Optionee shall remain exercisable, to the
extent such Stock Options were exercisable on the date of such termination,
until the expiration of the Term of such Stock Options.
4. In no event may any Non-Statutory Option remain exercisable
after the expiration of the Term of the Stock Option. Upon the expiration of any
specified exercise period following termination of Optionee's employment,
service on the Board or consultancy, or, if earlier, upon the expiration of the
Term of the Stock Option, the Stock Option shall terminate and shall cease to be
outstanding for any shares for which the Stock Option has not been exercised.
C. RESTRICTED STOCK AWARDS. In the event of the death or disability
(within the meaning of Section 22(e) of the Internal Revenue Code) or retirement
of a Participant, all employment period and other restrictions applicable to
Restricted Stock Awards then held by him or her shall lapse, and such Awards
shall become fully nonforfeitable. Subject to Articles X and XIV, in the event
of a Participant's termination of employment for any other reason, any
Restricted Stock Awards as to which the employment period or other restrictions
have not been satisfied shall be forfeited.
ARTICLE XI
TRANSFERABILITY OF STOCK OPTIONS
During the lifetime of the Optionee, Incentive Stock Options shall be
exercisable only by the Optionee and shall not be assignable or transferable. In
the event of the Optionee's death prior to the end of the Term, any Stock Option
may be exercised by the personal representative of the Optionee's estate, or by
the person(s) to whom the option is transferred pursuant to the Optionee's will
or in accordance with the laws of descent and distribution. Upon the prior
written consent of the Board and subject to any conditions associated with such
consent, a Non-
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Statutory Option may be assigned in whole or in part during the Optionee's
lifetime to one or more members of the Optionee's immediate family (as that term
is defined in Rule 16a-1(e) of the Exchange Act) or to a trust established
exclusively for one or more such family members. In addition, the Board, in its
sole discretion, may allow a Non-Statutory Option to be assigned in other
circumstances deemed appropriate. The terms applicable to the assigned portion
shall be the same as those in effect for the Stock Option immediately prior to
such assignment and shall be set forth in such documents issued to the assignee
as the Committee may deem appropriate. Notwithstanding any assignment or
transfer of a Stock Option, in no event may any Stock Option remain exercisable
after the expiration of the Term of the Stock Option.
ARTICLE XII
STOCKHOLDER RIGHTS
The holder of a Stock Option shall have no stockholder rights with
respect to the shares subject to the Stock Option until such person shall have
exercised the Stock Option, paid the Option Price and become a holder of record
of the purchased shares of Common Stock.
ARTICLE XIII
ACCELERATION OF VESTING
The Committee may, at any time in its sole discretion, accelerate the
vesting of any Award made pursuant to this Plan by giving written notice to the
Participant. Upon receipt of such notice, the Participant and the Company shall
amend the agreement relating to the Award to reflect the new vesting schedule.
The acceleration of the exercise period of an Award shall not affect the
expiration date of such Award.
ARTICLE XIV
CHANGE IN CONTROL
In the event of a Change in Control of the Company, all Awards
outstanding under the Plan as of the day before the consummation of such Change
in Control shall automatically accelerate for all purposes under this Plan so
that each Stock Option shall become fully exercisable with respect to the total
number of shares subject to such Stock Option and may be exercised for any or
all of those shares as fully-vested shares of Common Stock as of such date,
without regard to the conditions expressed in the agreements relating to such
Stock Option, and the restrictions on each Restricted Stock Award shall lapse
and such shares of Restricted Stock shall no longer be subject to forfeiture.
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ARTICLE XV
CANCELLATION AND REGRANT OF OPTIONS
The Committee shall have the authority, at any and from time to time,
with the consent of the affected Optionees, to effect the cancellation of any or
all outstanding Stock Options and/or any Restricted Stock Awards and grant in
substitution new Stock Options and/or Restricted Stock Awards covering the same
or different number of shares of Common Stock. In the case of such a regrant of
a Stock Option, the Option Price shall be set in accordance with Article VII on
the new Date of Grant.
ARTICLE XVI
FINANCING
The Committee may, in its sole discretion, authorize the Company to
make a loan to a Participant in connection with the exercise of a Stock Option,
and may authorize the Company to arrange or guaranty loans to a Participant by a
third party in connection with the exercise of a Stock Option.
ARTICLE XVII
TAX WITHHOLDING
A. TAX WITHHOLDING. The Company's obligation to deliver shares of
Common Stock upon the exercise of Stock Options under the Plan shall be subject
to the satisfaction of all applicable federal, state and local income and
employment tax withholding requirements.
B. SURRENDER OF SHARES. The Committee may, in its discretion,
provide any or all holders of Non-Statutory Options under the Discretionary
Stock Option Grant Program with the right to use shares of Common Stock in
satisfaction of all or part of the taxes incurred by such holders in connection
with the exercise of such Stock Options. Such right may be provided to any such
holder in either or both of the following formats:
1. The election to have the Company withhold, from the shares
of Common Stock otherwise issuable upon the exercise of such Non-Statutory
Option, a portion of those shares with an aggregate Fair Market Value less than
or equal to the amount of taxes due as designated by such holder; or
2. The election to deliver to the Company, at the time the
Non-Statutory Option is exercised, one or more shares of Common Stock previously
acquired by such holder with an aggregate Fair Market Value less than or equal
to the amount of taxes due as designated by such holder.
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ARTICLE XVIII
EFFECTIVE DATE AND TERM OF THE PLAN
This Plan shall become effective on the Plan Effective Date. This Plan
shall terminate upon the earliest of (i) ten (10) years after the Plan Effective
Date or (ii) the termination of all outstanding Awards in connection with a
Change in Control. Upon such plan termination, all outstanding Awards shall
thereafter continue to have force and effect in accordance with the provisions
of the documents evidencing such Awards.
ARTICLE XIX
AMENDMENT OF THE PLAN
A. The Incentive Plan Committee shall have complete and exclusive
power and authority to amend or modify the Plan in any or all respects, unless
stockholder approval of such amendments or modifications is required under
applicable law. No such amendment or modification shall adversely affect the
rights and obligations with respect to Awards outstanding under the Plan at the
time of such amendment or modification, unless the Participant consents to such
amendment or modification.
B. Stock Options in excess of the number of shares of Common Stock
then available for issuance may be granted under this Plan, provided any excess
shares actually issued under this Plan shall be held in escrow until such
further action, necessary to approve a sufficient increase in the number of
shares available for issuance under the Plan, is taken. If such further action
is not obtained within 12 months after the date the first such excess issuances
are made, then (i) any unexercised options granted on the basis of such excess
shares shall terminate and cease to be outstanding, and (ii) the Company shall
promptly refund to the Optionees the exercise price paid for any excess shares
issued under the Plan and held in escrow, together with interest for the period
the shares were held in escrow, and such shares shall thereupon be automatically
cancelled and cease to be outstanding. If stockholder approval of a sufficient
increase in the number of shares subject to the Plan does not occur within 12
months of the grant of any Stock Option intended to be an Incentive Stock Option
which is granted pursuant to this Article XIX.B, such Stock Option shall be
deemed to be a Non-Statutory Option.
ARTICLE XX
REGULATORY APPROVALS
The implementation of the Plan, the granting of any Award under the
Plan and the issuance of any shares of Common Stock under any Award shall be
subject to the Company's procurement of all approvals and permits required by
regulatory authorities having jurisdiction over the Plan, the Awards granted
pursuant to the Plan and the shares of Common Stock issued pursuant to any Award
under the Plan. No Stock Option shall be exercisable, no shares of Common Stock
or other assets shall be issued or delivered under the Plan, and no transfer of
any Non-Statutory Option shall be approved by the Committee, unless and until
there shall have been compliance with (i) all applicable requirements of Federal
and state securities laws, if applicable,
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including the filing and effectiveness of a registration statement on Form S-8
under the Securities Act of 1933, as amended, covering the shares of Common
Stock issuable under the Plan, and (ii) all applicable listing requirements of
any stock exchange or securities market on which the shares of Common Stock are
listed or traded.
ARTICLE XXI
NO EMPLOYMENT/SERVICE RIGHTS
Nothing in this Plan shall confer upon any Participant any right to
continue in service for any period or specific duration or interfere with or
otherwise restrict in any way the rights of the Company (or any Subsidiary
employing or retaining such person) or of the Participant, which rights are
hereby expressly reserved by each, to terminate such person's service at any
time for any reason, with or without Cause.
MEMORANDUM
To: Steve Perles
From: John Antenucci
President, ISIS
Date: June 15, 1999
RE: Reconciliation of Accounts Payable
Steve:
What follows is an approach to resolve the accounts payable issues between ISIS
and you. If you agree with the approach, please let me know and I will have Gary
Murphy and Fred Beisser develop the necessary documents.
BASIS
Account payable (6/3/99) $117,651.11
Accounts paid (6/7/99) 20,000.00
Balance Due 97,651.11
REPAYMENT PLAN
1) ISIS will issue 375,580 registered shares priced at $.26 (value on the date
of our discussion) within 60 days.
2) ISIS will issue a put of up to 19,200 shares per month at $.26 or up to
$4,999.80/month. Puts will be exerciseable on the 15th of each month,
beginning August 15, 1999.
<PAGE>
3) ISIS will draw a demand note to be executed as a contingency should ISIS
fail to provide timely repurchase of a stock put to the Company.
4) Should ISIS default/1/ on the monthly payment, all puts will be
accelerated and immediately exerciseable.
5) Should ISIS subsequently default on the repurchase of all stock under the
acceleration of the puts, you may call the demand note. The exercise of the
demand note will nullify the put agreement.
6) Should you not exercise a put during any given month, the put shall expire.
7) ISIS will have the right to call any put, not expired, at any time up to
its exercise date at its exercise price.
I have tried to provide a payment schedule that covers the A/P as it existed
when we talked; while at the same time preserving the opportunity for you to
benefit from the upside should the stock move in that direction. The call will
give ISIS an opportunity to eliminate the puts should its fortune change - while
making you "whole" for those shares.
Should you have any questions, please call me or contact me by e-mail at
jantenucci@PlanGraphics .com.
- --------------------
/1/ Default to be defined following written notice of failure to make any
payment within 30 days of the put.
June 30, 1999
Mr. Tim O'Connor
Attorney at Law
7730 East Belleview, Suite 102
Englewood, Colorado 80111
Dear Tim:
This letter will follow up our telephone discussions regarding the invoice from
your firm for professional legal services rendered to Integrated Spatial
Information Solutions, Inc. ("Company"). This letter will set forth the terms of
our agreement regarding payment to your firm for such professional services.
The most recent invoice from your firm shows a balance due, excluding interest
charges, of $13,336.35. We have agreed that the Company will compensate your
firm and pay the invoice by paying you a cash portion equal to $6,668.17 in four
monthly installments beginning July 15, 1999 and by providing you with the
option to acquire 25,106 shares of the Company's common stock. You have the
option ("Option") to apply the invoice amount to acquire the common stock at the
price of $.2656 per share, which was the per share market price on the date we
reached our agreement. The Option to acquire common stock of the Company is not
transferable. Any common stock issued upon the exercise of such Option will be
issued in your name. You have elected to exercise the Option.
In order to permit the subsequent sale of the common stock you acquire by your
exercise of the Option, the Company will promptly prepare and file a
registration statement with the U.S. Securities and Exchange Commission ("SEC")
to register share of its common stock, including the share that will be issued
to you. The Company will seek to obtain an effective date for the registration
statement as soon as permitted by the Staff of the SEC.
<PAGE>
Mr. Tim O'Connor
June 30, 1999
Page Two
When the registration statement is declared effective, the Company will also
issue to you a promissory note to be used as security for the timely payment of
Puts that you may exercise. The promissory note will be substantially in the
form included with this letter. If the Company does not pay you as agreed for a
Put you have exercised, you have the right to declare that all Puts will be
accelerated and immediately exercisable. If the Company defaults on the payment
of Puts under your right to acceleration of the Puts, you may make demand for
payment under the promissory note. The exercise of the demand promissory note
will cause all Puts to be void.
Beginning thirty (30) days after the registration statement is declared
effective by the SEC, you will have the right to require the Company to
repurchase up to 6,276.50 shares of the Option common stock each month at the
price of $.2656 per share, or up to $1,667.04 per month. (The right to require
repurchase is called a "Put").
You may exercise one Put per month on the 15th of each month, with five (5)
business days notice to the Company. The Company must pay the Put by the later
of the 20th of the month or the date the Company receives the properly endorsed
certificates for the Put shares. Each respective Put shall expire on the 15th of
the month if not exercised. The balance of the promissory note will be reduced
by the corresponding amount of any Put that is exercised or that expires.
If this letter correctly sets forth the terms of our agreement, please sign
below and return a signed copy to me.
Sincerely,
/s/JOHN C. ANTENUCCI
John C. Antenucci
President of ISIS
JCA/bp
/s/ TIM O'CONNOR June 30, 1999
- -----------------------------------------------------
Tim O'Connor Date
June 18, 1999
Mr. Fred Flegel
Managing Partner
Lopata, Flegel & Company
500 Washington Avenue
Suite 1204
St. Louis, MO 63101
RE: Integrated Spatial Information Solutions, Inc. (ISIS)
Dear Fred:
As a follow-up to our discussion, I have prepared the following engagement
letter. This engagement letter is between Integrated Spatial Information
Solutions, a Colorado Corporation, (hereafter "ISIS") and Lopata, Flegel &
Company (hereafter "LFC"). The engagement encompasses situations where ISIS
would be a "buyer" or where ISIS would be part of a "roll-up" situation. This
engagement letter is limited to services directed to those firms specifically
referenced in Attachment A (hereafter "the listed transactions"), which may,
from time to time be amended with the advance written approval of ISIS.
Subject to your agreement and notification of approval by the ISIS Board of
Directors, you are authorized to act on your behalf of ISIS in an advisory
capacity with respect to the listed transactions. In an advisory capacity, you
would neither be a principal or an agent of ISIS. Your objective is to assist
ISIS in the completion of one or more of the above transactions.
As you indicated to me, you are aware of various possible acquisition situations
referenced previously as Attachment A. You will coordinate those contacts and
discussions through me or a designated representative of ISIS and examine the
suitability of these various situations to ISIS.
<PAGE>
An advisory fee will be earned upon the successful completion of a transaction.
This fee will be as follows based upon the following type of transaction:
- ISIS as buyer, seller or in a roll-up: 5% of the first two million
dollars of total consideration, 4% of the second two million dollars of
total consideration, 3% of the third two million dollars of total
consideration, 2% of the fourth two million dollars of total consideration,
and 1% of the remainder of total consideration. For purposes of this
agreement, total consideration is defined as all cash, stock, notes,
earnouts, all deferred payouts and any additional considerations received
by ISIS intended to convey value to both ISIS and its shareholders.
- Reverse merger transaction whereby a Company mergers into ISIS: A
valuation of the value of the transaction shall be mutually agreed to
between our ISIS and LFC. The same fee agreement, as indicated above, shall
apply.
ISIS will provide a non-refundable retainer of $4,500 in cash paid over 3 months
and 60,000 in shares paid 90 days after the initiation of the assignment, plus
reasonable travel expenses pre-approved by ISIS. The retainer will be credited
toward the contingent fee at closing of first of any transaction successfully
completed.
In the course of this engagement, certain trade secrets will be divulged to
LFC. Such trade secrets include, but are not limited to, proprietary data,
products, and marketing techniques of ISIS and its subsidiaries, the identity of
and information concerning customers and prospective customers, acquisition
strategies and candidates, investment and financial resources available to
assist in the merger, and acquisition of targets. The confidentiality of these
trade secrets is critical to the success of ISIS and LFC shall not, directly or
indirectly, use, disseminate, or disclose for any purposes other than for the
purposes of the ISIS' business, any of the ISIS confidential information or
trade secrets, unless such disclosure is compelled in a judicial proceeding.
Fred, we look forward to your assistance. I trust this agreement will be
acceptable.
Sincerely,
/s/JOHN C. ANTENUCCI
John C. Antenucci
President and CEO
JCA/bp
The above terms are agreed to and accepted by us.
<PAGE>
/s/ FRED S. FLEGEL Date: 6/21/99
- ---------------------------------- -----------------------
Mr. Fred S. Flegel
September 7, 1999
Board of Directors
Integrated Spatial Information Solutions, Inc.
112 East Main Street
Frankfort, KY 40601
Re:
Ladies and Gentlemen:
We have acted as counsel to Integrated Spatial Information Solutions,
Inc., a Colorado corporation, (the "Company") in connection with the
registration pursuant to a Registration Statement on Form S-8 (the "Registration
Statement") of 5,146,204 shares of the Company's common stock, no par value per
share (the "Common Stock"), issuable upon exercise of options or awards that
have been or may be granted under the Company's Equity Compensation Plan (the
"Plan"), the Agreement for Services by and Between the Company and Gary S.
Murray, the Option Agreement by and between the Company and Timothy J. O'Connor,
and the Option Agreement by and between the Company and Steven Perles. This
opinion is delivered to you pursuant to Item 601 (b)(5) of Regulation S-K under
the Securities Act of 1933, as amended. With your permission, all assumptions
and statement of reliance herein have been made without independent
investigation or verification on our part except to the extent otherwise
expressly stated, and we express no opinion with respect to the subject matter
or accuracy of such assumptions or items relied upon.
In connection with this opinion, we have (i) investigated such
questions of law, (ii) examined originals or certified, conformed or
reproduction copies of such agreements, instruments, documents and records of
the Company, (iii) examined such certificates of public officials, officers or
other representatives of the Company, and other persons, and such other
documents, and (iv) reviewed such information from officers and representatives
of the Company and others as we have deemed necessary or appropriate for the
purposes of this opinion.
In all such examinations, we have assumed the legal capacity of all
natural persons executing documents (other than the capacity of officers of the
Company executing documents in such capacity), the genuineness of all signatures
on original or certified copies, and the conformity to original or certified
documents of all copies submitted to us as conformed or reproduction copies. As
to various questions of fact relevant to the opinion expressed herein, we have
relied upon and assumed the accuracy of, certificates and oral or written
statements and other information of or from public officials, officers or other
representatives of the Company, and other persons
Based upon the foregoing, and subject to the limitations set forth
herein, we are of the opinion that the Shares, when issued and paid for in
accordance with the Plan and any agreement applicable to the Shares, will be
validly issued, fully paid, and non-assessable.
The opinion expressed herein is limited to federal laws and the laws of
Colorado. We assume no obligation to supplement this letter if any applicable
laws change after the date hereof or if we become aware of any facts that may
change the opinion expressed herein after the date hereof.
<PAGE>
The opinion expressed herein is solely for your benefit and may not be
relied upon in any manner or for any purpose by any other person and may not be
quoted in whole or in part without our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8 relating to the registration of the Shares,
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 to the aforesaid Registration Statement. In giving this consent,
we do not admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended or the rules of the
Securities and Exchange Commission.
Very truly yours,
/s/ Davis, Graham & Stubbs LLP
DAVIS, GRAHAM & STUBBS LLP
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
INTEGRATED SPATIAL INFORMATION SOLUTIONS, INC.
GOLDEN, COLORADO
We hereby consent to the incorporation by reference in this
Registration Statement of Integrated Spatial Information Solutions, Inc. on Form
S-8 of our report dated December 20 1998 relating to the consolidated financial
statements of Integrated Spatial Information Solutions, Inc. appearing in the
Integrated Spatial Information Solutions, Inc. Annual Report on Form 10-KSB for
the year ended September 30, 1998.
/s/ BDO Seidman, LLP
BDO Seidman, LLP
Denver, Colorado
September 1, 1999
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