CIMETRIX INC, S-8, 1996-08-01

CIMETRIX INC
S-8, 1996-08-01
PREPACKAGED SOFTWARE

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<PAGE>

THE REGISTRANT REQUESTS THAT THIS REGISTRATION STATEMENT BECOME EFFECTIVE
IMMEDIATELY UPON FILING PURSUANT TO SECURITIES ACT RULE 462.
As filed with the Securities and Exchange Commission on July 30, 1996.
Registration No. 333-

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933

----------------------

CIMETRIX INCORPORATED
(Exact name of registrant as specified in its charter)
NEVADA 87-0439107
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

2222 SOUTH 950 EAST
PROVO, UTAH 84606
(801) 344-7000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)

----------------------

KITT FINLINSON
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
CIMETRIX INCORPORATED
2222 SOUTH 950 EAST
PROVO, UTAH 84606
(801) 344-7000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

----------------------

Copies To:
A. ROBERT THORUP
RAY, QUINNEY & NEBEKER
7TH FLOOR
79 SOUTH MAIN STREET
SALT LAKE CITY, UTAH 84111
(801) 532-1500

----------------------

CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

Title of each class of Amount to be registered Proposed Maximum Proposed Maximum Amount of
securities to be registered offering price per share aggregate offering price registration fee
- ----------------------------------------------------------------------------------------------------------------------------------

<S> <C> <C> <C> <C>
Common Stock ($0.0001 150,000 shares(2) $ 6.00(1) $ 900,000 $310.50
par value)
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------

</TABLE>

(1) Share Price determined according to Rule 457(c) as of close of business on
July 25, 1996.

THIS REGISTRATION STATEMENT CONSISTS OF 29 CONSECUTIVELY NUMBERED PAGES.
THE EXHIBIT INDEX IS ON CONSECUTIVELY NUMBERED PAGE 9.

<PAGE>

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

INFORMATION REQUIRED BY PART I TO BE CONTAINED IN THE SECTION 10(a)
PROSPECTUS IS OMITTED FROM THE REGISTRATION STATEMENT IN ACCORDANCE WITH RULE
428 UNDER THE SECURITIES ACT OF 1933 AND THE NOTE TO PART I OF FORM S-8. THE
REGISTRANT'S ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR ENDED DATED DECEMBER 31,
1995, TOGETHER WITH REGISTRANT'S QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER
ENDED MARCH 31, 1996 WILL BE DELIVERED TOGETHER WITH ALL OTHER MATERIALS
CONSTITUTING THE SECTION 10(a) PROSPECTUS.

THIS REGISTRATION STATEMENT IS FILED FOR THE PURPOSE OF REGISTERING
SHARES OF CIMETRIX COMMON STOCK UNDERLYING OPTION AGREEMENTS ISSUED UNDER THE
CIMETRIX INCORPORATED STOCK OPTION PLAN TO CERTAIN DIRECTORS OF THE REGISTRANT
UNDER WRITTEN STOCK OPTION AGREEMENTS CONSTITUTING "EMPLOYEE BENEFIT PLANS" AS
DEFINED IN RULE 405 OF THE COMMISSION'S REGULATION C.

BECAUSE "CONTROL SECURITIES" ARE INVOLVED, A REOFFER PROSPECTUS
COMPLYING WITH GENERAL INSTRUCTION C TO FORM S-8 WILL BE MADE PART OF THIS
REGISTRATION STATEMENT PURSUANT TO A POST-EFFECTIVE AMENDMENT IN RELIANCE ON
SAID GENERAL INSTRUCTION C.

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<PAGE>

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed by Registrant with the Securities and
Exchange Commission are incorporated by reference in the Registration Statement:

(1) Registrant's Form 10-KSB dated as of December 31, 1995; and

(2) Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996.

In addition, all documents subsequently filed by Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Counsel for Registrant, Ray Quinney & Nebeker PC, has rendered an
opinion to the effect that the shares of Registrant's common stock covered by
the Registration Statement will be duly and validly issued, fully paid and
non-assessable upon issuance. Attorneys at Ray Quinney & Nebeker own in the
aggregate and insignificant number of the Registrant's share which are currently
issued and outstanding. None of such shares were obtained as compensation from
the Registrant.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Registrant's Articles of Incorporation require the Registrant to
indemnify and hold harmless its directors and officers to the extent that
indemnifiable expenses or losses were not caused by the willful, bad faith or
grossly negligent conduct of the officer or director. Registrant maintained a
policy of director's and officer's liability insurance to fund this obligation.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
Registrant pursuant to the foregoing provisions, or otherwise, 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

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<PAGE>

is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by Registrant of expenses
incurred or paid by a director, officer or controlling person of 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, 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 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. The shares being registered hereby are to be issued
under this registration statement and only after the effectiveness thereof.

ITEM 8. EXHIBITS

The following Exhibits are filed as a part of this Registration
Statement:

4.1 Cimetrix Incorporated Stock Option Plan.

4.2 Stock Option Agreement with Douglas A. Davidson.

4.3 Stock Option Agreement with Mark A. Filippell.

4.4 Stock Option Agreement with Samuel W. Shoen.

5. Opinion of Ray Quinney & Nebeker, Professional Corporation.

23.1 Consent of Pritchett, Siler & Hardy

23.2 Consent of Ray Quinney & Nebeker (included in Exhibit 5).

ITEM 9. UNDERTAKINGS

(A) 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:

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<PAGE>

(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;

(ii) To reflect in the Prospectus any facts or events
arising after the effective date of this registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in this registration statement;

(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this
registration statement or any material change to such information
in this registration statement;

PROVIDED HOWEVER, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by
Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference
in this 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.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remains
unsold at the termination of the offering.

(B) Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of 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 this registration statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(C) (1) Registrant hereby undertakes to deliver or cause to be
delivered with the Prospectus to each employee to whom the
Prospectus is sent or given a copy of Registrant's Form 10-KSB, or
its annual report to stockholders for its last fiscal

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<PAGE>

year as filed with the Commission, if one has been filed, unless
such employee otherwise has received a copy of such Form or
report, in which case Registrant shall state in the Prospectus
that it will promptly furnish, without charge, a copy of such Form
or report on written request of the employee. If the last fiscal
year of Registrant has ended within 120 days prior to the use of
the Prospectus, the annual report of Registrant for the preceding
fiscal year may be so delivered, but within such 120-day period
the annual report for the last fiscal year will be furnished to
each such employee.

(2) Registrant hereby undertakes to transmit or cause to be
transmitted to all employees participating in the Plan who do not
otherwise receive such material as stockholders of Registrant, at
the time and in the manner such material is sent to its
stockholders, copies of all reports, proxy statements and other
communications distributed to its stockholders generally.

[This space left blank intentionally.]

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<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Cimetrix
Incorporated has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Provo, Utah, on the
26th day of July, 1996.

CIMETRIX INCORPORATED

By:/s/ Kitt R. Finlinson
------------------------------
Vice President and Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and
appoints A. Robert Thorup, Esq. his true and lawful attorney-in-fact and agent,
with full powers of substitution, for him and in his name, place and stead, in
any and all capacities, to sign and to file any and all amendments, including
pre- and/or post-effective amendments to this Registration Statement, with the
Securities and Exchange Commission, granting to said attorney-in-fact full power
and authority to perform any other act on behalf of the undersigned required to
be done in connection therewith.

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 or dates indicated.

Signature Title Date
- --------- ----- ----

/s/ Paul A. Bilzerian President and Chief
- ------------------------- Executive Officer,
Paul A. Bilzerian Director July 25 1996

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/s/ Kitt R. Finlinson Vice President, Chief
- ------------------------- Financial Officer and
Kitt R. Finlinson Secretary (Principal
Financial and Accounting
Officer of Registrant) July 25 1996

/s/ Douglas A. Davidson
- -------------------------
Douglas A. Davidson Chairman of the Board
of Directors; Director July 25 1996

/s/ Mark A. Filippell Director July 25 1996
- -------------------------
Mark A. Filippell

/s/ David L. Redmond Director July 25 1996
- -------------------------
David L. Redmond

/s/ Samuel W. Shoen Director July 25 1996
- -------------------------
Samuel W. Shoen

/s/ Ron Lumia Director July 25 1996
- -------------------------
Ron Lumia

/s/ W. Edward Red Director July 25 1996
- -------------------------
W. Edward Red

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<PAGE>

EXHIBIT INDEX

EXHIBIT NUMBER DESCRIPTION OF EXHIBIT LOCATION
- -------------- ---------------------- --------

4.1 Cimetrix Incorporated Stock Option Plan. Page 10

4.2 Stock Option Agreement with Douglas A. Davidson. Page 20

4.3 Stock Option Agreement with Mark A. Filippell. Page 23

4.4 Stock Option Agreement with Samuel W. Shoen. Page 25

5. Opinion of Ray Quinney & Nebeker, Professional Page 27
Corporation.

23.1 Consent of Pritchett, Siler & Hardy Page 29

23.2 Consent of Ray Quinney & Nebeker (included in
Exhibit 5).

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<PAGE>

EXHIBIT 4.1

CIMETRIX INCORPORATED
STOCK OPTION PLAN

This Stock Option Plan ("Plan") is created as of January 1, 1995, by
Cimetrix Incorporated, a Nevada corporation, for the benefit of each person who
becomes a participant in the Plan.

1. PURPOSE; EFFECTIVE DATE.

(a) The purpose of this Plan is to provide long-term incentive
compensation to certain employees, directors, officers and consultants, so
that the Company may attract and retain the services of qualified persons
on whom the Company will depend for its continued success.

(b) This Plan will become effective on the later of (i) January 1,
1995; or (ii) the date the Plan is adopted by the Company's Board of
Directors; provided, however, that unless the Company's stockholders
approve the adoption of the Plan within twelve months after the effective
date, this Plan and any Options granted pursuant to it shall be void AB
INITIO.

2. CERTAIN DEFINITIONS. Unless the context otherwise requires, the
following defined terms (together with other capitalized terms defined elsewhere
in this Plan) will govern the construction of this Plan, and of any Option
Agreements entered into pursuant to this Plan:

(a) "10% Stockholder" means a person who owns, either directly or
indirectly by virtue of the ownership attribution provision set forth in
Section 424(d) of the Code at the time he or she is granted an Option,
stock possessing more than ten percent (10%) of the total combined voting
power or value of all classes of stock of the Company or of any of its
subsidiaries.

(b) "1933 Act" means the federal Securities Act of 1933, as amended.

(d) "Code" means the Internal Revenue Code of 1986, as amended.

(e) "Committee" means a committee of one or more directors appointed
by the Board, to administer and interpret this Plan; provided that the term

<PAGE>

"Committee" will refer to the Board during such times as no committee is
appointed by the Board.

(f) "Company" means Cimetrix Incorporated, a Nevada Corporation.

(g) "Disability" has the same meaning as "permanent and total
disability," as defined in Section 22(e)(3) of the Code.

(h) "Eligible Participant" means a person who, at a particular time,
is an employee, officer, consultant, or director of the Company or any of
its Subsidiaries.

(i) "Option" means an option granted pursuant to this Plan entitling
the option holder to acquire shares of Stock to be issued by the Company
pursuant to the valid exercise of the option.

(j) "Option Agreement" means an agreement between the Company and an
Optionee, in form and substance satisfactory to the Committee in its sole
discretion, consistent with this Plan.

(k) "Option Price" with respect to any particular Option means the
exercise price at which the Optionee may acquire each share of the Option
Stock called for under such Option.

(l) "Option Stock" means Stock issued or issuable by the Company
pursuant to the valid exercise of an Option.

(m) "Optionee" means an Eligible Participant to whom Options are
granted hereunder, and any transferee thereof pursuant to a Transfer
authorized under this Plan.

(n) "Plan" means this Stock Option Plan of the Company.

(o) "QDRO" has the same meaning as "qualified domestic relations
order" as defined in Section 414(p) of the Code.

(p) "Stock" means shares of the Company's common capital stock having
a par value of $0.0001.

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(q) "Subsidiary" has the same meaning as "subsidiary corporation" as
defined in Section 424(f) of the Code.

(r) "Transfer," with respect to an Option or Option Stock, includes,
without limitation, a voluntary or involuntary sale, assignment, transfer,
conveyance, pledge, hypothecation, encumbrance, disposal, loan, gift,
attachment or levy of such Option or Option Stock, including without
limitation an assignment for the benefit of creditors of the Optionee, a
transfer by operation of law, such as a transfer by will or under the laws
of descent and distribution, an execution of judgment against the Option or
the Option Stock or the acquisition of record or beneficial ownership
thereof by a lender or creditor, a transfer pursuant to a QDRO or pursuant
to any decree of divorce, dissolution or separate maintenance, any property
settlement, any separation agreement or any other agreement with a spouse
(except for estate planning purposes) under which a part or all of the
Option or shares of Option Stock are transferred or awarded to the spouse
of the Optionee or are required to be sold; or a transfer resulting from
the filing by the Optionee of a petition or the filing of a petition
against such Optionee, under the bankruptcy laws of the United States or of
any other nation.

3. ELIGIBILITY. The Company may grant Options under this Plan only to
persons who are Eligible Participants as of the time of such grant. Subject to
the provisions of sections 4(d), 5 and 6 hereof, there is no limitation on the
number of Options that may be granted to an Eligible Participant. Nothing
herein contained shall require the Company to grant any Option to any Eligible
Participant, and the Company's decision whether to do so shall be solely in the
Committee's discretion.

4. ADMINISTRATION.

(a) COMMITTEE. The Committee, if appointed by the Board, will
administer the Plan. If the Board, in its discretion, does not appoint
such a Committee, the Board itself will administer this Plan and take such
other actions as the Committee is authorized to take hereunder in the same
manner as the Board may take other actions under the Company's Charter and
by-laws generally.

(b) AUTHORITY AND DISCRETION OF COMMITTEE. The Committee will have
full and final authority in its discretion, at any time and from time to
time, subject only to the express terms, conditions and other provisions of
the Company's Charter, by-laws, and this Plan, and the specific limitations
on such discretion set forth herein:

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<PAGE>

(i) to select and approve the persons who will be granted
Options under this Plan from among the Eligible Participants, and to
grant to any person so selected one or more Options to purchase such
number of shares of Option Stock as the Committee may determine;

(ii) to determine the period or periods of time during which
options may be exercised, the Option Price and the duration of such
Options, and to determine such other matters in connection with
specific Option grants and Options Agreements as specified under this
Plan; and

(iii) to interpret this Plan, to prescribe, amend and rescind
rules and regulations relating to this Plan, and to make all other
determinations necessary or advisable for the operation and
administration of this Plan.

(c) LIMITATION ON AUTHORITY. Notwithstanding the foregoing, or any
other provision of this Plan, the Committee will have no authority to grant
Options to any of its members, whether or not approved by the Board.

(d) OPTION AGREEMENTS. Options will be deemed granted hereunder only
upon the execution and delivery of an Option Agreement by the Optionee and
by a duly authorized officer of the Company, and a Spousal Consent, if the
Optionee is married. Options will not be deemed granted hereunder merely
upon the authorization of such grant by the Committee.

5. SHARES RESERVED FOR OPTIONS.

(a) OPTION POOL. The aggregate number of shares of Option Stock that
may be issued pursuant to the exercise of Options granted under this Plan
will not exceed One Million Nine Hundred Ninety-three Thousand Eight
Hundred Sixteen (1,993,816) shares of Stock (the "Option Pool"), provided
that such number will be increased by the number of shares of Option Stock
that the company subsequently may reacquire through repurchase or
otherwise. Shares of Option Stock that would have been issuable pursuant
to Options, but that are no longer issuable because all or part of those
Options have terminated or expired, will be deemed not to have been issued
for purposes of computing the number of shares of Option Stock remaining in
the Option Pool and available for issuance.

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<PAGE>

(b) ADJUSTMENTS UPON CHANGES. In the event of any change in the
outstanding Stock of the company as a result of a stock split, reserve
stock split, stock dividend, recapitalization, combination or
reclassification, appropriate proportionate adjustments will be made in:
(i) the aggregate number of shares of Option Stock in the Option Pool that
may be issued pursuant to the exercise of Options granted hereunder; (ii)
the Option Price and the number of shares of Option Stock subject to each
outstanding Option granted hereunder; and (iii) other rights and matters
determined on a per share basis under this Plan or any Option Agreement
hereunder. Any such adjustments will be made only by the Board, and when
so made will be effective, conclusive, and binding for all purposes with
respect to this Plan and all Options then outstanding. No such adjustments
will be required by reason of the issuance or sale by the Company for cash
or other consideration of additional shares of its Stock or securities
convertible into or exchangeable for shares of its Stock.

6. TERMS OF STOCK OPTION AGREEMENTS. Each Option granted pursuant to
this Plan will be evidenced by an Option Agreement (an "Option Agreement")
between the Company and the person to whom such Option is granted, in form and
substance satisfactory to the Committee in its sole discretion, consistent with
this Plan. Without limiting the foregoing, each Option Agreement (unless
otherwise stated therein) will be deemed to include the following terms and
conditions:

(a) NO PROMISE OF EMPLOYMENT. Nothing contained in this Plan, any
Option Agreement, or any other agreement executed in connection with the
granting of an Option under this Plan will confer upon any Optionee any
right with respect to the continuation of his or her status as an employee
of, consultant, or independent contractor to, or director or officer of,
the Company or its subsidiaries.

(b) VESTING PERIODS. Unless the Option Agreement executed by an
Optionee expressly otherwise provides and except as set forth herein, the
right to exercise an Option granted hereunder will be subject to the
following vesting periods, subject to the Optionee continuing to be an
Eligible Participant and the occurrence of any other event (including the
passage of time) that would result in the cancellation or termination of
the Option:

(i) no portion of the Option will be exercisable prior to the
first anniversary of the grant date set forth in the Option Agreement;

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(ii) the Option will become exercisable on a cumulative basis as
to fifty percent (50%) of the Option Stock on each of the first and
second anniversaries of such grant date, so that the Option will have
become fully exercisable, subject to the Optionee's remaining an
Eligible Participant, on the second anniversary of such grant date.

(i) MECHANICS AND NOTICE. An Option may be exercised to the
extent exercisable (1) by giving written notice of exercise to the
Company, specifying the number of shares of Option Stock to be
purchased and accompanied by full payment of the Option Price thereof
and the amount of withholding taxes pursuant to subsection 6(c)(ii)
below; and (2) by giving assurances satisfactory to the Company that
the shares of Option Stock to be purchased upon such exercise are
being purchased for investment and not with a view to resale in
connection with any distribution of such shares in violation of the
1933 Act; provided, however, that in the event the Option Stock is
registered under the 1993 Act, or in the event resale of such Option
Stock without such registration would otherwise be permissible, this
second condition will be inoperative if, in the opinion of the counsel
for the Company, such condition is not required under the 1993 Act, or
any other applicable law, regulation or rule of any governmental
agency.

(ii) WITHHOLDING TAXES. As a condition to the issuance of the
shares of Option Stock upon full or partial exercise of an Option
granted under this Plan, the Optionee will pay to the Company in cash,
or in such other form as the committee may determine in its
discretion, the amount of the Employee's tax withholding liability
required in connection with such exercise. For purposes of this
subsection 6(c)(ii), "tax withholding liability" will mean all federal
and state income taxes, social security and unemployment taxes, and
any other taxes applicable to the compensation income arising from the
transaction and required by applicable law to be withheld by the
Company.

(d) PAYMENT OF OPTION PRICE. Each Option Agreement will specify the
Option Price with respect to the exercise of the Option and the purchase of
Option Stock thereunder, to be fixed by the Committee in its discretion,
but in no event will the Option Price thereunder be less than 50% of the
closing trade price of the Company's common stock on the date that the
Option is granted; provided, however, that this restriction shall apply
only to Options granted to officers, directors and 10% shareholders. The
Option Price will be payable to the Company in the United States legal
tender in case of payment by check, or in such other

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<PAGE>

form of legal consideration as may be approved by the Committee, in its
discretion.

(e) TERMINATION OF THE OPTION. Except as otherwise provided herein,
each Option Agreement will specify the period of time, to be fixed by the
Committee in its discretion, during which the Option granted therein will
be exercisable (the "Option Period"); provided that the Option Period will
not exceed five years from the date of the grant, and if no Option Period
is specified in the Option Agreement, the Option Period shall be deemed to
be five years from the date of grant. To the extent not previously
exercised, each Option will terminate upon the expiration of the Option
Period specified in the Option Agreement; provided, however, that each such
Option will terminate, if earlier: (i) on the date that the Optionee
ceases to be an Eligible Participant for any reason, other than by reason
of death or Disability; (ii) twelve months after the date that the Optionee
ceases to be an Eligible Participant by reason of such person's death or
Disability. In the event of the sale of all or substantially all of the
assets of the Company, or a merger or consolidation or other reorganization
in which the Company is not the surviving corporation, or in which the
Company becomes a subsidiary of another corporation (a "Corporate
Transaction"), then notwithstanding anything else herein, the right to
exercise all then outstanding Options will vest immediately prior to such
Corporate Transaction and will terminate immediately after such Corporate
Transaction.

(f) OPTIONS NONTRANSFERABLE. No Optionee may Transfer any Option,
other than be will or the laws of decent and distribution, or pursuant to a
QDRO. During the lifetime of the Optionee, the Option will be exercisable
only by the Optionee, or the transferee there has been a Transfer pursuant
to a QDRO.

(g) QUALIFICATION OF STOCK. If, at any time, the board determines,
in its discretion, that the listing, registration, or qualification of the
Option Stock upon any securities exchange or under any state or federal
law, or the consent or approval of any governmental regulatory authority,
is necessary or desirable as a condition of or in connection with the
granting of any Option or the purchase of shares of Option Stock
thereunder, the Option may not be exercised, in whole or in part, unless
and until such listing, registration, qualification, consent, or approval
is effected or obtained free of any conditions not acceptable to the Board,
in its discretion. If the Board determines that disclosure materials must
be provided to any Optionee prior to the exercise of any option, the board
may delay the exercise of such Option until such materials are prepared and
distributed.

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<PAGE>

(h) ADDITIONAL RESTRICTIONS ON TRANSFER. By accepting Options or
Option stock under this Plan, each Optionee will be deemed to represent,
warrant and agree as follows:

(i) SECURITIES ACTO OF 1993. The Optionee understands that the
shares of the Option Stock have not been registered under the 1993
Act, and that such shares are not freely tradeable and must be held
indefinitely unless such shares are either registered under the 1993
Act or an exemption from such registration is available. The Optionee
understands that the Company is under no obligation to register the
shares of Option Stock, and that absent such registration, the Option
Stock will only be transferable in accordance with the provisions of
Rule 144 of the Securities and Exchange Commission.

(ii) OTHER APPLICABLE LAWS. The Optionee further understands
that Transfer of the Option Stock requires full compliance with the
provisions of all applicable laws.

(iii) INVESTMENT INTENT. Unless a registration statement is
in effect with respect to the sale of Option Stock obtained through
exercise of options granted hereunder: (1) upon exercise of any
Option, the Optionee will purchase the Option Stock for his or her own
account and not with a view to distribution within the meaning of the
1933 Act, and the Optionee may not Transfer the Option Stock other
than as may be effected in compliance with the 1933 Act and the rules
and regulations promulgated thereunder; (2) no one other than the
Optionee will have any beneficial interest in the Option Stock; and
(3) the Optionee has no present intention of disposing the Option
Stock at any particular time.

(i) COMPLIANCE WITH LAW. Notwithstanding any other provision of this
Plan, Options may be granted pursuant to this Plan, and Option Stock may be
issued pursuant to the exercise thereof by an Optionee, only after there
has been compliance with all applicable federal and state securities laws.
The Company will not be required to register or qualify Option Stock with
the Securities and Exchange Commission or any State agency, except that the
Company will register with, or as required by local law, file for and
secure an exemption from such registration requirements from the applicable
securities administrator or other official of each state in which an
Eligible Participant may be granted an Option hereunder prior to such
grant.

(j) STOCK CERTIFICATES. Certificates representing the Option Stock
issued pursuant to the exercise of Options will bear all legends required
by law and

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<PAGE>

necessary to effectuate this Plan's provisions. The Company may place a
"stop transfer" order against shares of the Option Stock until all
restrictions and conditions set forth in this Plan and in the legends
referred to in this section (j) have been complied with.

(k) NOTICES. Any notice to be given to the Company under the terms
of an Option Agreement will be addressed to the Company at its principal
executive office, Attention: Chief Financial Officer, or at such other
address as the Company may designate in writing. Any notice to be given to
an Optionee will be addressed to the Optionee at the address provided to
the Company by the Optionee. Any such notice will be deemed to have been
duly given if and when enclosed in a properly sealed envelope, addressed as
aforesaid, registered and deposited, postage and registry fee prepaid, in a
post office or branch post office regularly maintained by the United States
Government, or when actually delivered if not mailed.

(l) OTHER PROVISIONS. The Option Agreement may contain such other
terms, provisions and conditions, including special forfeiture conditions,
rights of repurchase, rights of first refusal and other restrictions on
Transfer of Option Stock issued upon exercise of any Options granted
hereunder, not inconsistent with this Plan, as may be determined by the
Committee in its sole discretion.

7. PROCEEDS FROM SALE OF STOCK. Cash proceeds from the sale of shares of
Option Stock issued from time to time upon the exercise of Options granted
pursuant to this Plan will be added to the general funds of the Company and as
such will be used from time to time for general corporate purposes.

8. MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS. Subject to the terms
and conditions and within the limitations of this Plan, the Committee may
modify, extend or renew outstanding Options granted under this Plan, or accept
the surrender of outstanding Options (to the extent not theretofore exercised)
and authorize the granting of new Options in substitution therefore.
Notwithstanding the foregoing, however, no modification of any Option will,
without the consent of the holder of the Option, materially alter or impair any
rights or obligations under any Option theretofore granted under this Plan.

9. AMENDMENT AND DISCONTINUANCE. The Board may amend, suspend or
discontinue this Plan at any time or from time to time; provided that no such
action may, without the approval of the stockholders of the company, materially
increase (other than by reason of an adjustment pursuant to the section 5(b)
hereof) the maximum aggregate number of shares of Option Stock in the Option
Pool that may be issued under Options granted pursuant to this Plan or
materially increase the benefits accruing to Plan participants or materially
modify eligibility requirements for the

-18-

<PAGE>

participants. Moreover, no such action may alter or impair any Option
previously granted under this Plan without the consent of the holder of such
Option.

10. PLAN COMPLIANCE WITH RULE 16B-3. With respect to persons subject to
the Section 16 of the Securities Exchange Act of 1934, transactions under this
plan are intended to comply with all applicable conditions of Rule 16b-3 or its
successors under such Act. To the extent any provision of the plan or action by
the plan administrators fails so to comply, it shall be deemed null and void.

11. COPIES OF PLAN. A copy of this Plan will be delivered to each
Optionee at or before the time he or she executes an Option Agreement.

Date Plan Adopted by Board of Directors: December 21, 1994
Date Plan Approved by Stockholders: July 29, 1995

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<PAGE>

EXHIBIT 4.2

STOCK OPTION AGREEMENT
UNDER THE CIMETRIX INCORPORATED STOCK OPTION PLAN

THIS AGREEMENT is made as of September 20, 1995, between Cimetrix
Incorporated, a Nevada corporation (the "Company"), and Douglas A. Davidson
("Optionee").

THE PARTIES AGREE AS FOLLOWS:

1. OPTION GRANT. The Company hereby grants to the Optionee an option
(the "Option") to purchase the number of shares of the Company's common stock
(the "Shares"), for an exercise price per share (the "Option Price") and based
upon a grant date, all as set forth below:

Shares under Option: 100,000 (ONE HUNDRED THOUSAND)
Option Price per Share: $4.00 (four dollars)
Grant Date: March 1, 1995

The Option will be subject to all of the terms and conditions set forth herein
and in the Company's Stock Option Plan (the "Option Plan"), a copy of which is
attached hereto as Exhibit 1 and incorporated by reference. The Option granted
hereunder will be a nonstatutory or nonqualified option for tax purposes.

2. STOCKHOLDER RIGHTS. No rights or privileges of a stockholder in the
Company are conferred by reason of the granting of the Option. Optionee will
not become a stockholder in the Company with respect to the Shares unless and
until the Option has been properly exercised and the Option Price and applicable
withholding taxes are fully paid as to the portion of the Option exercised.

3. TERMINATION. Subject to earlier termination as provided in the
Option Plan, this Option will expire, unless previously exercised in full, on
March 1, 2000.

4. TERMS OF THE OPTION PLAN. The Optionee understands that the Option
Plan includes important terms and conditions that apply to this Option. Those
terms include (without limitation): important conditions on the right of the
Optionee to exercise the Option; important restrictions on the ability of the
Optionee to transfer the Option or to transfer Shares received upon exercise of
the Option; and early termination of the Option following the occurrence of
certain events, including the termination of the Optionee's employment or
service as a director of, or consultant or independent contractor to the Company
or any of its subsidiaries. THE OPTIONEE ACKNOWLEDGES THAT HE OR SHE HAS READ
THE OPTION PLAN, AGREES TO BE BOUND BY ITS TERMS, AND HEREBY MAKES EACH OF THE
REPRESENTATIONS REQUIRED TO BE MADE BY THE OPTIONEE UNDER IT.

<PAGE>

5. ENTIRE AGREEMENT; RELEASES. This Agreement (together with the
Option Plan) sets forth the complete agreement of the parties concerning the
subject matter thereof. This Agreement supersedes and replaces all other stock
option grants, agreements or promises to grant stock options that now exist or
have ever existed between the parties, and any negotiations or understandings
regarding the same, and all agreements or promises to grant stock. The Optionee
hereby releases the Company and all of (i) its present and former officers,
directors, employees consultants, agents, and shareholders; (ii) its
subsidiaries; and (iii) all successors and assigns of any of the foregoing, from
any and all liability in connection with any and all other stock option grants,
agreements or promises to grant stock, and agreements or promises to grant stock
options that now exist or have ever existed between the parties, any
negotiations or understandings regarding the same, and any and all other claims,
liabilities, losses, actions, and causes of action that Optionee has or may have
against any of the foregoing.

6. CONSIDERATION. The Optionee acknowledges that this Agreement
constitutes good valuable consideration for the foregoing releases, and that
neither the promise or prospect of future employment by the Company or any of
the other releases has been either offered or accepted in exchange for these
releases. The Optionee also acknowledges that he has voluntarily chosen to
execute this Agreement, with the rights and obligations contained herein,
instead of continuing in the Company's employ with any outstanding options or
stock rights he may have; provided, however, that Optionee shall not be required
to return to the Company any of its stock that has previously been delivered to
Optionee.

7. MISCELLANEOUS. This Agreement will be governed by the substantive
law of the State of Utah, and may be executed in counterparts.

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<PAGE>

WHEREFORE, the parties have entered into this Agreement as of the date set
forth above.

CIMETRIX INCORPORATED:

By: /s/ Kitt R. Finlinson
---------------------------
Kitt Finlinson, Vice President

Optionee:

/s/ Douglas A. Davidson
--------------------------------
Douglas A. Davidson

Address:

Douglas A. Davidson
1145 Quivas Way
Westminster, CO 80234

Attachments: Stock Option Plan

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<PAGE>

EXHIBIT 4.3

STOCK OPTION AGREEMENT
UNDER THE CIMETRIX INCORPORATED STOCK OPTION PLAN

THIS AGREEMENT is made as of September 20, 1995, between Cimetrix
Incorporated, a Nevada corporation (the "Company"), and Mark A. Filippell
("Optionee").

THE PARTIES AGREE AS FOLLOWS:

Shares under Option: 50,000 (fifty thousand)
-----------------------
Option Price per Share: $5.00 (five dollars)
Grant Date: September 20, 1995

3. TERMINATION. Subject to earlier termination as provided in the Option
Plan, this Option will expire, unless previously exercised in full, on September
20, 2000.

<PAGE>

5. ENTIRE AGREEMENT; RELEASES. This Agreement (together with the Option
Plan) sets forth the complete agreement of the parties concerning the subject
matter thereof. This Agreement supersedes and replaces all other stock option
grants, agreements or promises to grant stock options that now exist or have
ever existed between the parties, and any negotiations or understandings
regarding the same, and all agreements or promises to grant stock. The Optionee
hereby releases the Company and all of (i) its present and former officers,
directors, employees consultants, agents, and shareholders; (ii) its
subsidiaries; and (iii) all successors and assigns of any of the foregoing, from
any and all liability in connection with any and all other stock option grants,
agreements or promises to grant stock, and agreements or promises to grant stock
options that now exist or have ever existed between the parties, any
negotiations or understandings regarding the same, and any and all other claims,
liabilities, losses, actions, and causes of action that Optionee has or may have
against any of the foregoing.

7. MISCELLANEOUS. This Agreement will be governed by the substantive law
of the State of Utah, and may be executed in counterparts.

8. VESTING. Notwithstanding paragraphs 6(b), 2(h) and Section 3 of the
Option plan, the Option shall vest as follows:
- 4,000 shares upon execution of this agreement
- 2,000 shares per month from September 95 through December 96
- 14,000 shares on December 31, 1996

WHEREFORE, the parties have entered into this Agreement as of the date set
forth above.

Optionee: CIMETRIX INCORPORATED:

/s/ Mark A. Filippell By: /S/ Kitt R. Finlinson
- ------------------------- ----------------------------------
Mark A. Filippell Kitt Finlinson, Vice President
Address:
Mark A. Filippell
22550 McCauley Road
Shaker Heights, OH 44122
Attachments: Stock Option Plan

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<PAGE>

EXHIBIT 4.4

STOCK OPTION AGREEMENT
UNDER THE CIMETRIX INCORPORATED STOCK OPTION PLAN

THIS AGREEMENT is made as of September 20, 1995, between Cimetrix
Incorporated, a Nevada corporation (the "Company"), and Samuel W. Shoen
("Optionee").

THE PARTIES AGREE AS FOLLOWS:

Shares under Option: 50,000 (fifty thousand)
-----------------------
Option Price per Share: $5.00 (five dollars)
Grant Date: September 20, 1995

3. TERMINATION. Subject to earlier termination as provided in the Option
Plan, this Option will expire, unless previously exercised in full, on September
20, 2000.

5. ENTIRE AGREEMENT; RELEASES. This Agreement (together with the Option
Plan) sets forth the complete agreement of the parties concerning the subject
matter thereof. This

<PAGE>

Agreement supersedes and replaces all other stock option grants, agreements or
promises to grant stock options that now exist or have ever existed between the
parties, and any negotiations or understandings regarding the same, and all
agreements or promises to grant stock. The Optionee hereby releases the Company
and all of (i) its present and former officers, directors, employees
consultants, agents, and shareholders; (ii) its subsidiaries; and (iii) all
successors and assigns of any of the foregoing, from any and all liability in
connection with any and all other stock option grants, agreements or promises to
grant stock, and agreements or promises to grant stock options that now exist or
have ever existed between the parties, any negotiations or understandings
regarding the same, and any and all other claims, liabilities, losses, actions,
and causes of action that Optionee has or may have against any of the foregoing.

7. MISCELLANEOUS. This Agreement will be governed by the substantive law
of the State of Utah, and may be executed in counterparts.

8. VESTING. Notwithstanding paragraphs 6(b), 2(h) and Section 3 of the
Option plan, the Option shall vest as follows:

- 4,000 shares upon execution of this agreement
- 2,000 shares per month from September 95 through December 96
- 14,000 shares on December 31, 1996

WHEREFORE, the parties have entered into this Agreement as of the date set
forth above.
CIMETRIX INCORPORATED:

By: /s/ Kitt Finlinson
------------------------------------
Kitt Finlinson, Vice President

Optionee:
/s/ Samuel W. Shoen
- --------------------------------------------------------------------------------
Samuel W. Shoen
1253 Umatilla Street
Port Townsend, WA 98368
Attachments: Stock Option Plan

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<PAGE>

EXHIBIT 5

[RAY QUINNEY & NEBEKER STATIONERY]

July 26, 1996

Kitt R. Finlinson
Vice President and Chief Financial Officer
Cimetrix Incorporated
2222 South 950 East
Provo, Utah 84606

Re: REGISTRATION AND ISSUANCE OF 300,000 SHARES OF CIMETRIX
INCORPORATED COMMON STOCK TO CERTAIN PERSONS UNDER WRITTEN
EMPLOYEE BENEFIT PLAN CONTRACTS.

Dear Mr. Finlinson:

This Firm has acted as counsel to Cimetrix Incorporated, a Nevada
corporation ("the Company), in connection with its registration of 300,000
shares of its common stock, par value $0.0001 ("the Shares") for use in the
issuance of such shares to certain persons under written Employee Benefit Plan
contracts, copies of which are filed as exhibits to the Company's Registration
Statement on Form S-8 as filed with the Securities and Exchange Commission on
July 30, 1996.

In connection with this representation, we have examined the
originals, or copies identified to our satisfaction, of such minutes,
agreements, corporate records and filings and other documents necessary to our
opinion contained in this letter. We have also relied as to certain matters of
fact upon representations made to us by officers and agents of the Company.
Based upon and in reliance on the foregoing, it is our opinion that:

1. The Company has been duly incorporated and is validly existing and
in good standing as a corporation under the laws of the State of
Nevada; and has full corporate power and authority to own its
properties and conduct its business as described in the Prospectus
referred to above.

2. When issued and distributed under the terms of the Plan, the
Shares will be duly and validly issued and will be fully
paid and nonassessable.

<PAGE>

Mr. Kitt R. Finlinson
July 26, 1996
Page 2

3. The shareholders of the Company have no pre-emptive rights to
acquire additional shares of Cimetrix Common Stock in respect of
the Shares.

We hereby consent to the use of our name in the Prospectus and
Registration Statement, and therein being disclosed as counsel to the Company in
this matter. We also consent to attachment of the form of this Opinion as an
exhibit to the Registration Statement.

Very truly yours,

RAY, QUINNEY & NEBEKER

/s/ A. Robert Thorup
--------------------
A. Robert Thorup

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<PAGE>

EXHIBIT 23.1

CONSENT OF PRITCHETT, SILER & HARDY

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of
Cimetrix Incorporated on Form S-8 of our report dated January 26, 1996 filed as
an exhibit to the Company's Annual Report on Form 10-KSB for the year ended
December 31, 1995, and to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.

PRITCHETT, SILER & HARDY
July 25, 1996