<PAGE>
As filed with the Securities and Exchange Commission on November 14, 1996
Registration No. 33-_______________
________________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
__________________
InterTAN, Inc.
(Exact name of registrant as specified in its charter)
Delaware 75-2130875
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
201 Main Street, Suite 1805, Fort Worth, Texas 76102
(Address of Principal Executive Offices) (Zip Code)
__________________
InterTAN, Inc. 1996 Stock Option Plan
(Full title of the plan)
___________________
David S. Goldberg, Esq.
Vice President, Secretary and General Counsel
201 Main Street, Suite 1805, Fort Worth, Texas 76102
(Name and address of agent for service)
(817) 348-9701
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price aggregate offering registration
per share/(1)/ price/(1)/ fee/(1)/
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $1.00 per share/(2)/ 1,500,000 shares $5.875 $8,812,500 $2,670.19
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and 457(h); the offering price and registration fee are
based on a price of $5.875 per share, which price is an average of the high and
low prices of the Common Stock on the New York Stock Exchange on November 12,
1996.
(2) Includes related preferred share purchase rights.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the registrant with the Securities and
Exchange Commission are incorporated by reference in this registration statement
and made a part hereof:
(a) the registrant's Annual Report on Form 10-K for the year ended
June 30, 1996;
(b) the registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1996; and
(c) the description of the registrant's Common Stock contained in
Form 10 dated October 2, 1986, filed pursuant to Section 12 of the
Securities Exchange Act of 1934,as amended.
In addition, all documents filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, subsequent to
the date of this registration statement and prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and to be a part
hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the issuance of the Common Stock registered hereby will be
passed upon by David S. Goldberg, Esq.,Vice President, Secretary and General
Counsel of the registrant.
II-1
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The registrant is incorporated in the State of Delaware. Under Section 145
of the Delaware General Corporation Law (the "DGCL"), a Delaware corporation has
the power, under specified circumstances, to indemnify its directors, officers,
employees and agents in connection with actions, suits or proceedings brought
against them by a third party or in the right of the corporation, by reason of
the fact that they were or are such directors, officers, employees or agents,
against expenses and liabilities incurred in any such action, suit or
proceedings so long as they acted in good faith and in a manner that they
reasonably believed to be in, or not opposed to, the best interests of such
corporation, and, with respect to any criminal action, so long as they had no
reasonable cause to believe their conduct was unlawful. With respect to suits by
or in the right of such corporation, however, indemnification is generally
limited to attorneys' fees and other expenses and is not available if such
person is adjudged to be liable to such corporation unless the court determines
that indemnification is appropriate. Article XIV of the registrant's Amended and
Restated Bylaws provides for mandatory indemnification of directors and officers
to the fullest extent permitted by Section 145 of the DGCL.
A Delaware corporation also has the power to purchase and maintain
insurance for such persons. The directors and officers of the registrant are
covered by an insurance policy indemnifying them against certain liabilities,
including certain liabilities arising under the Securities Act of 1933, which
might be incurred by them in such capacities and against which they might not be
indemnified by the registrant.
Section 102(b)(7) of the DGCL provides that a certificate of incorporation
may contain a provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director provided that such provisions shall not
eliminate or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL (relating to
liability for unauthorized acquisitions or redemptions of, or dividends on,
capital stock) or (iv) for any transaction from which the director derived an
improper personal benefit. The registrant's Restated Certificate of
Incorporation contains such a provision.
The above discussion of the registrant's Restated Certificate of
Incorporation and Amended and Restated Bylaws and Sections 102(b)(7) and 145 of
the DGCL is not intended to be exhaustive and is qualified in its entirety by
such Restated Certificate of Incorporation, Amended and Restated Bylaws and
statutes.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
II-2
<PAGE>
ITEM 8. EXHIBITS.
The following is a list of all exhibits filed as a part of this
registration statement on Form S-8, including those incorporated herein by
reference.
Exhibit No. Description of Exhibit
- ----------- ----------------------
4.1 Restated Certificate of Incorporation of the registrant, as
amended (incorporated by reference to exhibit 4(a) to the
registrant's registration statement on Form S-3 File No.
33-74314).
4.1.1 Certificate of Amendment of Restated Certificate of Incorporation
(Filed as Exhibit 3(a)(i) to InterTAN's Annual Report on Form
10-K for fiscal year ended June 30, 1995 and incorporated herein
by reference).
4.2 Certificate of Designation, Preferences and Rights of Series A
Junior Participating Preferred Stock (filed as exhibit 3(a)(i) to
registrant's registration statement on Form 10 and incorporated
by reference herein).
4.3 Amended and Restated Rights Agreement between registrant and The
First National Bank of Boston (filed as exhibit 4(b) to
registrant's current report on Form 8-K dated September 25, 1989
and incorporated by reference herein).
4.4 Trust Indenture dated as of September 20, 1993, between the
registrant and Montreal Trust Company of Canada, as trustee,
providing for the issuance of 9% Convertible Subordinated
Debentures due August 30, 2000 (filed as exhibit 4(c) to the
registrant's Annual Report on Form 10-K for fiscal year ended
June 30, 1993, and incorporated herein by reference).
4.5 Warrant Agreement dated as of August 5, 1993, between the
registrant and Trans World Electronics, Inc., providing for the
issuance of 1,449,007 Warrants (filed as exhibit 10(h) to the
registrant's Annual Report on Form 10-K for fiscal year ended
June 30, 1993, and incorporated herein by reference).
4.6* InterTAN, Inc. 1996 Stock Option Plan.
4.7* Forms of Stock Option Agreement for 1996 Stock Option Plan.
5.1* Opinion of David S. Goldberg, Vice President, Secretary and
General Counsel of the registrant, as to the legality of the
securities registered hereby.
23.1* Consent of Price Waterhouse LLP.
II-3
<PAGE>
Exhibit No. Description of Exhibit
- ----------- ----------------------
23.2* Consent of David S. Goldberg to the use of his opinion filed as
Exhibit 5.1 (set forth in his opinion filed herewith).
24.1* Powers of Attorney (included on the signature page of this
registration statement).
_____________
* Filed herewith
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made of the securities registered hereby, a post-effective amendment to
this registration statement:
(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 the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement; and
(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 the undertakings set forth in paragraphs (a)(1)(i)
and (a)(1)(ii) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
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.
II-4
<PAGE>
(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 remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby further 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 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.
II-5
<PAGE>
SIGNATURES
THE REGISTRANT
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 Fort Worth, State of Texas, on November 11, 1996.
InterTAN, Inc.
By: /s/ James T. Nichols
-----------------------------------
James T. Nichols
President and Chief
Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
We, the undersigned directors and officers of InterTAN, Inc. hereby appoint
James T. Nichols, James G. Gingerich, and David S. Goldberg, each of whom may
act without the joinder of the other, our true and lawful attorneys and agents,
to do any and all acts and things in our name and on our behalf in our
capacities indicated below, which said attorneys and agents, and each of them,
may deem necessary or advisable to enable said corporation to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission, in connection with this registration
statement, including, without limitation, power of authority to sign for us, or
any of us, in our names in any or all of the capacities indicated below, any and
all amendments (including post-effective amendments) hereto, and we hereby
ratify and confirm all that said attorneys and agents, and each of them, shall
do or cause to be done by virtue hereof.
Pursuant to the requirement of the Securities Act of 1933, as amended, this
registration statement has been signed by the following persons on the dates and
in the capacities indicated.
Signature Title Date
- --------- ----- ----
/s/ James T. Nichols President, Chief Executive November 11, 1996
- ----------------------------
James T. Nichols Officer and Director
(Principal Executive Officer)
II-6
<PAGE>
/s/ John A. Capstick Chairman of the Board November 11, 1996
- ----------------------------
John A. Capstick of Directors
/s/ James G. Gingerich Senior Vice President November 11, 1996
- ----------------------------
James G. Gingerich and Chief Financial Officer
(Principal Financial Officer)
/s/ Douglas C. Saunders Vice President and November 11, 1996
- ----------------------------
Douglas C. Saunders Corporate Controller
(Principal Accounting Officer)
/s/ John H. McDaniel Director November 11, 1996
- ----------------------------
John H. McDaniel
- ---------------------------- Director November 11, 1996
Brian H. Christopher
/s/ Clark A. Johnson Director November 11, 1996
- ----------------------------
Clark A. Johnson
/s/ Walter F. Loeb Director November 11, 1996
- ----------------------------
Walter F. Loeb
/s/ W. Darcy McKeough Director November 11, 1996
- ----------------------------
W. Darcy McKeough
/s/ Ron G. Stegall Director November 11, 1996
- ----------------------------
Ron G. Stegall
II-7
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
Number Description
- ------ -----------
4.1 Restated Certificate of Incorporation of the registrant, as
amended (incorporated by reference to exhibit 4(a) to the
registrant's registration statement on Form S-3 File No.
33-74314).
4.1.1 Certificate of Amendment of Restated Certificate of Incorporation
(Filed as Exhibit 3(a)(i) to InterTAN's Annual Report on Form
10-K for fiscal year ended June 30, 1995 and incorporated herein
by reference).
4.2 Certificate of Designation, Preferences and Rights of Series A
Junior Participating Preferred Stock (filed as exhibit 3(a)(i) to
registrant's registration statement on Form 10 and incorporated
by reference herein).
4.3 Amended and Restated Rights Agreement between registrant and The
First National Bank of Boston (filed as exhibit 4(b) to
registrant's current report on Form 8-K dated September 25, 1989
and incorporated by reference herein).
4.4 Trust Indenture dated as of September 20, 1993, between the
registrant and Montreal Trust Company of Canada, as trustee,
providing for the issuance of 9% Convertible Subordinated
Debentures due August 30, 2000 (filed as exhibit 4(c) to the
registrant's Annual Report on Form 10-K for fiscal year ended
June 30, 1993, and incorporated herein by reference).
4.5 Warrant Agreement dated as of August 5, 1993, between the
registrant and Trans World Electronics, Inc., providing for the
issuance of 1,449,007 Warrants (filed as exhibit 10(h) to the
registrant's Annual Report on Form 10-K for fiscal year ended
June 30, 1993, and incorporated herein by reference).
4.6* InterTAN, Inc. 1996 Stock Option Plan.
4.7* Forms of Stock Option Agreement for 1996 Stock Option Plan.
5.1* Opinion of David S. Goldberg, Vice President, Secretary and
General Counsel of the registrant, as to the legality of the
securities registered hereby.
<PAGE>
Exhibit
Number Description
- ------ -----------
23.1* Consent of Price Waterhouse LLP.
23.2* Consent of David S. Goldberg to the use of his opinion filed as
Exhibit 5.1 (set forth in his opinion filed herewith).
24.1* Powers of Attorney (included on the signature page of this
registration statement).
_____________
* Filed herewith
<PAGE>
EXHIBIT 4.6
INTERTAN, INC.
1996 STOCK OPTION PLAN
SECTION 1. ESTABLISHMENT.
InterTAN, Inc., a Delaware corporation ("Company"), hereby establishes
a stock option plan, to be named the InterTAN, Inc. 1996 Stock Option Plan
("Plan"), for officers and key employees of the Company and its subsidiaries.
SECTION 2. PURPOSE.
(a) The purpose of the Plan is to induce officers and key employees of
the Company and its subsidiaries who are in a position to contribute materially
to the prosperity thereof to remain with the Company or its subsidiaries, to
offer them incentives and rewards in recognition of their contributions to the
Company's success and to encourage them to continue to promote the best
interests of the Company and its subsidiaries. The Plan will also aid the
Company and its subsidiaries in competing with other enterprises for the
services of new key personnel needed to ensure the continued development of the
Company and its subsidiaries.
(b) Options granted under the Plan shall be either Incentive Stock
Options within the meaning of Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code"), or Nonstatutory Stock Options; provided that no
Incentive Stock Option shall be granted in excess of the calendar year
limitations per optionee set forth in Section 6. Options granted to an optionee
in excess of such calendar year limitations per optionee shall be Nonstatutory
Stock Options.
SECTION 3. ADMINISTRATION.
(a) The Plan shall be administered by a committee of the Board of
Directors (the "Committee"), which shall be composed of at least two directors
of the Company who are "Non-Employee Directors" within the meaning of Rule 16b-3
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
"outside directors" within the meaning of Section 162(m) of the Code, as such
Rule and Section, respectively, may be amended. The Committee is authorized to
determine the individuals to receive options, the time when they shall receive
them, the number of shares to be subject to each option, and the designation of
any such option as an Incentive Stock Option or a Nonstatutory Stock Option. In
making such determinations, the Committee may take into consideration the value
of the services rendered by the respective individuals, their present and
potential contributions to the success of the Company and its subsidiaries and
such other factors as the Committee may deem relevant in accomplishing the
purposes of the Plan.
(b) The Committee shall have the authority to (i) exercise all of the
powers granted to it under the Plan, (ii) construe, interpret and implement the
Plan and any Stock Option Agreements executed pursuant to Section 14, (iii)
prescribe, amend and rescind rules and regulations relating to
<PAGE>
the Plan, (iv) make all determinations necessary or advisable in administering
the Plan, and (v) correct any defect, supply any omission and reconcile any
inconsistency in the Plan.
(c) The determination of the Committee on all matters relating to the
Plan or any Plan agreement shall be conclusive.
(d) No member of the Board of Directors or the Committee shall be liable
for any action or determination made in good faith with respect to the Plan or
any award thereunder.
SECTION 4. TOTAL NUMBER OF SHARES TO BE OPTIONED.
(a) The number of shares of common stock, par value $1.00 per share
("Common Stock"), that the Company may issue upon exercise of options granted
under the Plan shall not exceed one million five hundred thousand (1,500,000)
shares (subject to adjustments as provided in Section 11 hereof). The shares
issued under the Plan may be either issued shares reacquired by the Company at
any time or authorized but unissued shares, as the Board of Directors from time
to time may determine.
(b) In the event that any outstanding options under the Plan expire or
are terminated for any reason, the shares of Common Stock allocable to the
unexercised portion of all of such options may again be subject to the grant of
options under the Plan.
SECTION 5. ELIGIBILITY.
(a) Options shall be granted only to officers and key employees of the
Company or its subsidiaries.
(b) No director of the Company who is not also an employee of the
Company or one of its subsidiaries will be eligible for grant of any options.
SECTION 6. LIMITATION ON INCENTIVE STOCK OPTIONS.
(a) The aggregate fair market value of Common Stock (determined as of
the time the option is granted) with respect to which Incentive Stock Options
are exercisable for the first time by any optionee in any one calendar year,
under all plans of the Company and its subsidiaries, shall not exceed $100,000.
(b) Fair Market Value means, on any date, the closing price per share of
the Common Stock on any national stock exchange in the United States of America
on which such Common Stock is traded on such date, or if no sale of the
Company's Common Stock shall have been made on that day, the preceding day on
which there was a sale of such Common Stock.
(c) The Company intends that Incentive Stock Options granted under the
Plan will qualify as "incentive stock options" within the meaning of Section 422
of the Code.
2
<PAGE>
(d) Ten Percent Owner means a person who owns, or is deemed within the
meaning of Section 422(b)(6) of the Code to own, stock possessing more than 10%
of the total combined voting power of all classes of stock of the Company (or
its parent or subsidiary corporations, within the meaning of Sections 424(e) and
424(f) of the Code). Whether a person is a Ten Percent Owner will be determined
with respect to each option based on the facts existing immediately prior to the
grant date of such option.
SECTION 7. TERMS AND CONDITIONS OF OPTIONS.
Each option granted under the Plan shall be evidenced by a Stock Option
Agreement in such form consistent with the Plan as the Committee shall
determine; provided that such Stock Option Agreement clearly and separately
identifies Nonstatutory Stock Options and Incentive Stock Options and that the
substance of the following terms and conditions be included therein:
(a) Option Price. The price at which each share of Common Stock covered
by such option may be purchased shall be determined by the Committee and shall
be no less than one hundred percent (100%) of the fair market value of the
Common Stock on the date the option is granted, or less than 110% of the fair
market value of the Common Stock on the date the option is granted if such
optionee is a "Ten Percent Owner". Fair market value shall be determined as
provided in Section 6(b). The term "Ten Percent Owner" shall have the meaning
set forth in Section 6(d).
(b) Transferability of Options.
(i) Incentive Stock Options. Incentive Stock Options may not be
transferred or assigned other than by will or the laws of descent and
distribution and may be exercised during the lifetime of the optionee only by
the optionee or by the optionee's legally authorized representative, and each
Stock Option Agreement in respect of an Incentive Stock Option shall so provide.
The designation by an optionee of a beneficiary will not constitute a transfer
of the option.
(ii) Nonstatutory Stock Options. With respect to Nonstatutory Stock
Options granted hereunder, the Committee may, in its sole discretion, provide in
any Stock Option Agreement (or in an amendment to any existing Stock Option
Agreement) such provisions regarding transferability of the Nonstatutory Stock
Options as the Committee, in its sole discretion, deems appropriate.
(c) Exercise of Option. The option and any right related thereto, if
exercised by the optionee, may be exercised (subject, however, to time
provisions of Section 9) only if the optionee has been an employee of the
Company or an employee of any subsidiary thereof at all times during the period
beginning with the date of the granting of the option and ending on the day
three (3) months before the date of such exercise; provided, however, that in
the case of an optionee who becomes permanently and totally disabled or, in the
case of Nonstatutory Stock Options only, upon retirement at age 50 years or
older, the three (3) months shall be extended to twelve (12) months. Options
granted to an employee under the Plan shall not be affected in any manner by any
change
3
<PAGE>
of duties, position or status of employment of the optionee, so long as the
optionee continues to be an employee of the Company or an employee of a
subsidiary. Except in the case of the death or disability of an optionee or as
otherwise provided in Section 9(a), only those options exercisable at the date
the optionee's employment is terminated may be exercised during the period
following such termination, whether such termination is by retirement or
otherwise.
(d) Term of Options. An Incentive Stock Option shall not be exercisable
after the expiration of ten (10) years from the date the option was granted, or
if the optionee is a Ten Percent Owner, not later than the fifth anniversary of
the date of grant. A Nonstatutory Stock Option shall not be exercisable after
the expiration of ten (10) years and one (1) month after the date the option was
granted.
(e) Death of Optionee. In the event of the death of an optionee while
the optionee is in the employ of the Company or any subsidiary thereof, the
outstanding options then held by such person and any rights related thereto
shall be exercisable only within the twelve (12) month period following such
death, and then only by the executor or administrator of the optionee's estate
or by the person or persons to whom the optionee's rights under the option shall
pass by the optionee's will or the laws of descent and distribution; provided
that in no event shall an Incentive Stock Option be exercisable more than ten
(10) years, or a Nonstatutory Stock Option more than ten (10) years and one (1)
month, after the date it was granted.
(f) In the event that any optionee shall be dismissed from the employ of
the Company or any of its subsidiaries for any reason which in the opinion of
the Committee shall constitute good cause for dismissal, any option still held
by such person at such time shall automatically terminate. The decision of the
Committee in so acting as to what shall constitute good cause for dismissal
shall be fin al and binding upon all concerned.
SECTION 8. EMPLOYMENT AT WILL.
Nothing contained in the Plan, or in any option granted pursuant to the
Plan, or in any agreement made pursuant to the provisions of this Section 8,
shall confer upon any optionee any right with respect to continuance of
employment by the Company or its subsidiaries, nor interfere in any way with the
right of the Company or its subsidiaries to terminate the optionee's employment
at will or change the optionee's compensation at any time.
SECTION 9. EXERCISE OF OPTIONS; PURCHASE OF SHARES.
(a) No option shall be exercisable until the expiration of one year from
date of grant and, unless otherwise determined by the Committee, shall (i) in
the case of Incentive Stock Options, be then exercisable as to 33-1/3% of the
total number of shares subject thereto, and exercisable as to an additional 33-
1/3% of the original number granted on each of the two succeeding anniversaries
and (ii) in the case of Nonstatutory Stock Options, be then exercisable as to
20% of the total number of shares subject thereto, and exercisable as to an
additional 20% of the original number granted on each of the four succeeding
anniversaries; provided that after the first anniversary of the date of grant,
the Committee may, in its sole discretion, accelerate the exercise
4
<PAGE>
dates of options held by an optionee whose employment with the Company is
terminated, if such optionee is in good standing with the Company at the time of
termination notwithstanding the last sentence of Section 7(c) above. The right
to purchase shares with respect to options which become exercisable in
installments shall be cumulative. Notwithstanding the grant of options initially
exercisable in installments, upon the death or total disability of any optionee,
all options then held shall become immediately exercisable without regard to
dates at which the installments are exercisable, and upon the retirement of any
optionee at age 50 or older the Committee may in its discretion accelerate the
dates at which remaining installments of options may be exercised on the date of
retirement.
(b) An option shall be exercisable for the purchase of shares only upon
payment to the Company of the full purchase price of the shares with respect to
which the option is exercised as provided elsewhere herein; provided that the
Company shall not be required to issue or deliver any certificates for shares of
stock purchased upon the exercise of an option prior to (i) the obtaining of any
approval from any governmental agency which the Company shall, in its sole
discretion, determine to be necessary or advisable, and (ii) the completion of
any registration or other qualification of such shares under any state or
federal law or ruling or regulations of any governmental body which the Company
shall, in its sole discretion, determine to be necessary or advisable and, in
addition, if the issuance of shares upon exercise of options shall not then be
registered under the Securities Act of 1933, as amended, the Company may, upon
exercise of an option, require the holder thereof (or a purchaser acting under
Section 7(e) hereof) to represent in writing that he is acquiring the shares for
investment and not with a view to distribution thereof, and may mark the
certificate(s) for the shares with a legend restricting transfer and may issue
stop transfer orders relating to such certificate to the Company's transfer
agent.
(c) Payment for the shares shall be either in United States dollars,
payable in cash or by check, or by surrender of stock certificates representing
Common Stock having an aggregate fair market value, determined as of the date of
exercise, equal to the number of shares with respect to which such option is
exercised multiplied by the option price per share, or a combination of cash and
Common Stock; provided that the Committee may in the Stock Option Agreements
impose whatever restrictions it deems necessary or advisable, including
Committee approval prior to any Reporting Optionee surrendering stock
certificates to pay for an option exercise (or to satisfy any tax withholding
liability). For purposes of this Section, the term "Reporting Optionee" shall
mean any optionee who is subject to the reporting requirements of Section 16 of
the Exchange Act. All such payments shall be accompanied by a written request
for the shares to be purchased. An option shall be deemed exercised on the date
such payment and written request are received by the Secretary of the Company.
SECTION 10. ACCELERATION OF EXERCISABILITY; CHANGE OF CONTROL.
(a) Notwithstanding anything in the Plan or in the Stock Option
Agreement evidencing any option to the contrary, in the event a Change of
Control occurs, then each option shall become immediately exercisable for the
purchase of the full number of shares subject to such option on the date of the
occurrence of such Change of Control.
5
<PAGE>
(b) "Change of Control" shall mean the occurrence of any of the
following events:
(i) any "person" or "group" of persons, as such terms are used in
Sections 13 and 14 of the Exchange Act, other than (i) any person meeting the
requirements of clauses (i) and (ii) of Rule 13d - 1(b)(1) or its successors
promulgated under the Exchange Act, or (ii) any employee benefit plan sponsored
by the Company, becomes the "beneficial owner" (as such term is used in Section
13 of the Exchange Act) of twenty percent (20%) or more of the outstanding
shares of the Common Stock entitled to vote for the election of directors;
(ii) any shares of any class of the Company's capital stock are
purchased pursuant to a tender or exchange offer (other than an offer by the
Company or a subsidiary); or
(iii) the approval by the requisite vote of the Company's
stockholders of any merger, consolidation, sale of assets, liquidation or
reorganization as a result of which the Company will not survive as a publicly-
owned corporation.
SECTION 11. CHANGE IN STOCK, ADJUSTMENTS, ETC.
(a) In the event that the outstanding shares of Common Stock are
hereafter increased or decreased or changed into or exchanged for a different
number of shares or kind of shares or other securities of the Company or of
another corporation, by reason of reorganization, merger, consolidation,
recapitalization, reclassification, stock split up, combination of shares, or a
dividend payable in Common Stock, the number and kind of shares for the purchase
of which options may be granted under the Plan shall be automatically adjusted
to reflect the change. In addition, there shall be an appropriate adjustment in
the number and kind of shares as to which outstanding options, or portions
thereof then unexercised, shall be exercisable, to the end that the optionee's
proportionate interest shall be maintained as before the occurrence of such
event, and such adjustment of outstanding options shall be made without change
of the total price applicable to the unexercised portion of the option and with
a corresponding adjustment in the option price per share; provided that each
such adjustment in the number and kind of shares subject to outstanding
Incentive Stock Options, including any adjustment in the option price, shall be
made in such manner as not to constitute a modification as defined in Section
424 of the Code. The determination of any adjustment by the Board of Directors
or the Committee shall be conclusive.
(b) The grant of an option pursuant to the Plan shall not affect in any
way the right or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure or to merge or
to consolidate or to dissolve, liquidate or sell or transfer all or any part of
its business or assets.
SECTION 12. DURATION, AMENDMENT AND TERMINATION.
(a) The Board of Directors of the Company may at any time terminate the
Plan or make such amendments thereof as it shall deem advisable and in the best
interests of the Company, without further action on the part of the stockholders
of the Company; provided that no such termination or amendment shall, without
the consent of the individual to whom any option shall
6
<PAGE>
theretofore have been granted, affect or impair the rights of such individual
under such option, and provided further, that unless the stockholders of the
Company by the affirmative vote of a majority of the shares of the Company
present and voting at a meeting of stockholders at which a quorum is present
shall have first approved thereof, no amendment of this Plan shall be made
whereby:
(i) the total number of securities which may be issued under the
Plan shall be materially increased, except by operation of the adjustment
provisions of Section 11 hereof; or
(ii) the eligibility requirements for participation in the Plan
shall be materially modified.
(b) No options shall be granted under the Plan after the 10th
anniversary of the date of its adoption, but options granted prior to or as of
such date may extend beyond such date in accordance with the provisions hereof.
SECTION 13. EFFECTIVENESS OF PLAN.
The Plan shall be deemed adopted and become effective upon the approval
thereof by the Board of Directors of the Company; provided that, notwithstanding
any other provision of the Plan, no Incentive Stock Option granted hereunder
shall be exercisable unless the Plan is approved by the affirmative vote of a
majority of the shares of the Company present and voting at a meeting of
stockholders at which a quorum is present within one (1) year after its adoption
by the Board of Directors.
SECTION 14. DATE OF GRANTING OPTIONS.
The granting of an option pursuant to the Plan shall take place on any date
the Committee decides to grant the option. Thereafter, the Company shall notify
the optionee of the grant of the option and submit to the optionee a Stock
Option Agreement duly executed by and on behalf of the Company, with the request
that the optionee execute and return the agreement within ninety (90) days
thereafter. If the optionee shall fail to return the executed Stock Option
Agreement within such ninety (90) day period, such person's option shall be
automatically terminated.
SECTION 15. APPLICATION OF FUNDS.
The proceeds received by the Company from the sale of Common Stock upon the
exercise of options granted under the Plan shall be added to the general funds
of the Company and used for its corporate purposes as the Board of Directors
shall determine.
SECTION 16. NO OBLIGATION TO EXERCISE OPTION.
Granting of an option shall impose no obligation on the optionee to
exercise such option.
7
<PAGE>
Exhibit 4.7
-----------
NSO No. ___
Option Grant for
________ Shares
NONSTATUTORY STOCK OPTION AGREEMENT
PURSUANT TO THE
INTERTAN, INC. 1996 STOCK OPTION PLAN
____________________
____________________
____________________
____________________
Dear ______________:
Effective as of ________________ (the "Grant Date"), InterTAN, Inc. (including
all of its subsidiaries, the "Company") hereby grants you a Nonstatutory Stock
Option (hereinafter referred to as the "option") to purchase _______ shares of
its authorized common stock, US$1.00 par value (the "Option Shares"), at the
option price of US$______ per share, under the InterTAN, Inc. 1996 Stock Option
Plan (the "Plan") upon the following terms and conditions:
1. Manner of Exercise; Payment of Purchase Price. Subject to the provisions
---------------------------------------------
of Section 2 hereof, the options granted shall be exercisable by you or by
a transferee who may have succeeded to your rights under the provisions of
Section 5 hereof by delivering to the Company at its principal office a
written notice substantially in the form of Exhibit A, or such other form
---------
as the Organization and Compensation Committee of the Board of Directors
shall approve, specifying the number of shares to be purchased and
accompanied by a certified or bank cashier's check payable to the order of
the Company and/or (but not more often than twice in any calendar year)
certificates for outstanding shares of the Company's common stock, in
negotiable form, having sufficient fair market value to satisfy the
purchase price, or a combination of such check and outstanding common
stock. The Company shall thereupon cause to be sent to you at your address,
as shown in your written notice, the appropriate certificate or
certificates evidencing the shares so purchased registered in your name
(or, if so elected by you, your name and that of your spouse).
2. Exercise of Option. Unless this option shall have expired as provided in
------------------
Section 3 below, and subject to the special provisions of Section 4 below,
it may be exercised from time to time in whole or in part for not more than
(a) one third (1/3) of the entire number of Option Shares at anytime after
the first anniversary of the Grant Date, (b) an additional one third (1/3)
of the entire number of Option Shares from and after the second anniversary
of the Grant Date, and (c) for the entire number of Option Shares from and
after the third anniversary of the Grant
<PAGE>
Date [20% vesting over 5 years is an alternative]. The right to purchase
shares with respect to options which become exercisable shall be cumulative
3. Expiration of Option. The options granted shall expire and become null and
--------------------
void upon the happening of whichever of the following events shall first
occur: (a) expiration of three (3) months after you cease to be employed by
the Company or any of its subsidiaries for any reason other than
termination for cause, death or permanent disability, provided, upon
retirement at age 50 years or older, the three (3) months shall be extended
to twelve (12) months; (b) a period of twelve (12) months shall have
elapsed since your death or permanent disability; (c) a period of ten (10)
years and one (1) month shall have elapsed since the Grant Date; or (d)
your employment shall have been terminated for cause as determined by the
Organization and Compensation Committee. Except as provided in Section 4
below, only those portions of this option exercisable as of the date of
termination of your employment may be exercised, whether such termination
is by retirement or otherwise.
4. Acceleration of Exercise Dates. Notwithstanding the provisions of Section
------------------------------
2 above relating to the exercise of this option in installments: (a) upon
your death or total disability this option shall be immediately
exercisable, until the expiration date provided in Section 3 above, for the
entire number of Option Shares covered hereby; (b) upon your retirement at
age 50 or older the Organization and Compensation Committee may, in its
discretion, accelerate the dates at which remaining installments of options
may be exercised, until the expiration date provided in Section 3 above;
and (c) upon any Change of Control of the Company (as defined in the Plan)
this option shall then be immediately exercisable for the entire number of
Option Shares covered hereby.
5. Nontransferability. This option is not transferable in any way whatsoever
------------------
except by will or by the laws of descent and distribution. During your
lifetime this option may be exercised only by you; after death it may be
exercised by your executor, administrator, legatee or distributee, as the
case may be, at any time within 12 months after your death, but in no event
later than 10 years and one month from the Grant Date.
6. Anti-dilution. The unexercised portion of this option shall be adjusted,
-------------
without changing the aggregate purchase price to be paid for the shares
covered hereby, insofar as may be necessary to reflect a stock split, stock
dividend, exchange of shares, recapitalization or other change in the
Company's capital structure or any merger or consolidation to which the
Company may be a party. The Organization and Compensation Committee of the
Board of Directors of the Company is authorized to effect whatever
adjustment shall be to the nearest number of whole shares. The Organization
and Compensation Committee is authorized to effect whatever adjustment may
be deemed appropriate, and its determination thereof shall be final,
binding and conclusive. This option does not affect the right or power of
the Company to make adjustments, reclassifications,
2
<PAGE>
reorganizations or other changes affecting the structure or assets of the
Company.
7. No Contract. This stock option agreement does not constitute a contract
-----------
for employment and shall not affect the right of the Company to terminate
your employment for any reason whatsoever.
8. Rights as Stockholder. The options granted shall not entitle you or any
---------------------
permitted transferee hereof to any rights of a stockholder of the Company
or to any notice of proceedings of the Company in respect of any shares
issuable upon exercise of this option unless and until the option has been
exercised with respect to such shares. The Company shall not be required to
issue or deliver any certificates for shares of its common stock purchased
hereunder prior to compliance with applicable stock exchange requirements
and federal and state laws and regulations with respect to the issuance,
registration or listing of such shares.
9. Lapse of Option. This stock option agreement shall be null and void and of
---------------
no effect in the event you shall fail to sign and return a counterpart
hereof to the Company within ninety (90) days of its delivery to you.
10. Governing Instrument and Law. This option and any shares issued hereunder
----------------------------
shall in all respects be governed by the terms and provisions of the Plan,
and by the laws of the State of Delaware, and in the event of a conflict
between the terms of this agreement and the terms of the Plan (copy
attached), the terms of the Plan shall control.
Dated: ___________________
InterTAN, Inc.
By: _____________________________________
[Name]
President and Chief Executive Officer
Accepted:
_______________________________ _____________________________________
(Signature of Optionee) (Date)
3
<PAGE>
EXHIBIT A
---------
NOTICE OF EXERCISE OF STOCK OPTION
1996 STOCK OPTION PLAN
InterTAN, Inc.
1. I hereby exercise the option granted to me by the Incentive Stock Option
Agreement (ISO No. ___), having an effective date of grant of _____________
as to a total of _____ shares of InterTan, Inc. Common Stock, for _________
of such shares.
2. I deliver herewith a certified or bank cashier's check for US$_____________
[and/or Certificate No.(s) _____________ for an aggregate of ______________
shares of outstanding InterTAN, Inc. Common Stock] in full payment for such
_________ shares at the option price of US$______ per share.
3. I have enclosed (if stock certificates are tendered, but not otherwise) a
-----------------------------------------------------
properly executed form of stock power for the transfer of any shares of
InterTAN, Inc. Common Stock tendered in payment. If the stock certificates
are for more shares than are required for full payment, a certificate for
the excess shares is to be returned to me.
4. My name* and address on the Company's records should be as follows:
Name_______________________________________________________________________
Address____________________________________________________________________
___________________________________________________________________________
SIGNED this ______ day of _________________, ______.
________________________________
(Signature)
*If joint ownership with spouse is desired, insert both names. Registration will
be as joint tenants with right of survivorship. If joint ownership is not
desired, show optionee name only.
<PAGE>
ISO No. ____
Option Grant for
______ Shares
INCENTIVE STOCK OPTION AGREEMENT
PURSUANT TO THE
INTERTAN, INC. 1996 STOCK OPTION PLAN
_______________________
_______________________
_______________________
_______________________
Dear _________________:
Effective as of ________________ (the "Grant Date"), InterTAN, Inc. (including
all of its subsidiaries, the "Company") hereby grants you an Incentive Stock
Option (hereinafter referred to as the "option") to purchase ______ shares of
its authorized common stock, US$1.00 par value (the "Option Shares"), at the
option price of US$______ per share, under the InterTAN, Inc. 1996 Stock Option
Plan (the "Plan") upon the following terms and conditions:
1. Manner of Exercise; Payment of Purchase Price. Subject to the provisions
---------------------------------------------
of Section 2 hereof, the options granted shall be exercisable by you or by
a transferee who may have succeeded to your rights under the provisions of
Section 5 hereof by delivering to the Company at its principal office a
written notice substantially in the form of Exhibit A, or such other form
---------
as the Organization and Compensation Committee of the Board of Directors
shall approve, specifying the number of shares to be purchased and
accompanied by a certified or bank cashier's check payable to the order of
the Company and/or (but not more often than twice in any calendar year)
certificates for outstanding shares of the Company's common stock, in
negotiable form, having sufficient fair market value to satisfy the
purchase price, or a combination of such check and outstanding common
stock. The Company shall thereupon cause to be sent to you at your address,
as shown in your written notice, the appropriate certificate or
certificates evidencing the shares so purchased registered in your name
(or, if so elected by you, your name and that of your spouse).
2. Exercise of Option. Unless this option shall have expired as provided in
------------------
Section 3 below, and subject to the special provisions of Section 4 below,
it may be exercised from time to time in whole or in part for not more than
(a) one third (1/3) of the entire number of Option Shares at anytime after
the first anniversary of the Grant Date, (b) one third (1/3) of the entire
number of Option Shares from and after the second anniversary of the Grant
Date, and (c) for the entire number of Option Shares from and after the
third anniversary of the Grant Date; provided however, that to the extent
the aggregate fair market value of stock with respect
<PAGE>
to which Incentive Stock Options granted to you under this and all other
options are exercisable for the first time during any calendar year,
whether because of the passing of an anniversary date or otherwise, exceeds
$100,000 (determined at the time of grant), options constituting the excess
will be treated for tax purposes as Nonstatutory Stock Options with options
being taken into account in the order of grant. Solely for income tax
purposes, if any of the options are treated as non qualified stock options
under this paragraph, you (or your qualifying transferee) may specify to
the Company at the time of exercise whether you are exercising Incentive
Stock Options, non qualified stock options or a portion of each. The
Company will issue the certificates in accordance with your designation and
so identify the nature of stock in its stock transfer records. The right to
purchase shares with respect to options which become exercisable shall be
cumulative.
3. Expiration of Option. The options granted shall expire and become null and
--------------------
void upon the happening of whichever of the following events shall first
occur: (a) expiration of three (3) months after you cease to be employed by
the Company or any of its subsidiaries for any reason other than
termination for cause, death or permanent disability; (b) a period of
twelve (12) months shall have elapsed since your death or permanent
disability; (c) a period of ten (10) years shall have elapsed since the
Grant Date; or (d) your employment shall have been terminated for cause as
determined by the Organization and Compensation Committee. Except as
provided in Section 4 below, only those portions of this option exercisable
as of the date of termination of your employment may be exercised, whether
such termination is by retirement or otherwise.
4. Acceleration of Exercise Dates. Notwithstanding the provisions of Section
------------------------------
2 above relating to the exercise of this option in installments: (a) upon
your death or total disability this option shall be immediately
exercisable, until the expiration date provided in Section 3 above, for the
entire number of Option Shares covered hereby; (b) upon your retirement at
age 50 or older the Organization and Compensation Committee may, in its
discretion, accelerate the dates at which remaining installments of options
may be exercised, until the expiration date provided in Section 3 above;
and (c) upon any Change of Control of the Company (as defined in the Plan)
this option shall then be immediately exercisable for the entire number of
Option Shares covered hereby.
5. Nontransferability. This option is not transferable in any way whatsoever
------------------
except by will or by the laws of descent and distribution. During your
lifetime this option may be exercised only by you; after death it may be
exercised by your executor, administrator, legatee or distributee, as the
case may be, at any time within 12 months after your death, but in no event
later than 10 years from the Grant Date.
6. Anti-dilution. The unexercised portion of this option shall be adjusted,
-------------
without changing the aggregate purchase price to be paid for the shares
covered hereby, insofar as may be necessary to reflect a stock split, stock
dividend, exchange of shares, recapitalization or other change in the
Company's capital
2
<PAGE>
structure or any merger or consolidation to which the Company may be a
party. The Organization and Compensation Committee of the Board of
Directors of the Company is authorized to effect whatever adjustment shall
be to the nearest number of whole shares. The Organization and Compensation
Committee is authorized to effect whatever adjustment may be deemed
appropriate, and its determination thereof shall be final, binding and
conclusive. This option does not affect the right or power of the Company
to make adjustments, reclassifications, reorganizations or other changes
affecting the structure or assets of the Company.
7. No Contract. This stock option agreement does not constitute a contract
-----------
for employment and shall not affect the right of the Company to terminate
your employment for any reason whatsoever.
8. Rights as Stockholder. The options granted shall not entitle you or any
---------------------
permitted transferee hereof to any rights of a stockholder of the Company
or to any notice of proceedings of the Company in respect of any shares
issuable upon exercise of this option unless and until the option has been
exercised with respect to such shares. The Company shall not be required to
issue or deliver any certificates for shares of its common stock purchased
hereunder prior to compliance with applicable stock exchange requirements
and federal and state laws and regulations with respect to the issuance,
registration or listing of such shares.
9. Lapse of Option. This stock option agreement shall be null and void and of
---------------
no effect in the event you shall fail to sign and return a counterpart
hereof to the Company within ninety (90) days of its delivery to you.
10. Governing Instrument and Law. This option and any shares issued hereunder
----------------------------
shall in all respects be governed by the terms and provisions of the Plan,
and by the laws of the State of Delaware, and in the event of a conflict
between the terms of this agreement and the terms of the Plan (copy
attached), the terms of the Plan shall control.
Dated: ____________________
InterTAN, Inc.
By: _____________________________________
[Name]
President and Chief Operating Officer
Accepted:
_______________________________ _____________________________________
(Signature of Optionee) (Date)
3
<PAGE>
EXHIBIT A
---------
NOTICE OF EXERCISE OF STOCK OPTION
1996 STOCK OPTION PLAN
InterTAN, Inc.
1. I hereby exercise the option granted to me by the Nonstatutory Stock Option
Agreement (NSO No. ___), having an effective date of grant of
_____________, as to a total of _______ shares of InterTAN, Inc. Common
Stock, for _________ of such shares.
2. I deliver herewith a certified or bank cashier's check for
US$______________ [and/or Certificate No.(s) _____________ for an aggregate
of ______________ shares of outstanding InterTAN, Inc. Common Stock] in
full payment for such _________ shares at the option price of US$_______
per share.
3. I have enclosed (if stock certificates are tendered, but not otherwise) a
-----------------------------------------------------
properly executed form of stock power for the transfer of any shares of
InterTAN, Inc. Common Stock tendered in payment. If the stock certificates
are for more shares than are required for full payment, a certificate for
the excess shares is to be returned to me.
4. My name* and address on the Company's records should be as follows:
Name_______________________________________________________________________
Address ___________________________________________________________________
___________________________________________________________________________
SIGNED this ______ day of _________________, ______.
________________________________
(Signature)
*If joint ownership with spouse is desired, insert both names. Registration will
be as joint tenants with right of survivorship. If joint ownership is not
desired, show optionee name only.
<PAGE>
[INTERTAN, INC. LETTERHEAD APPEARS HERE]
Exhibit 5.1
-----------
November 14, 1996
InterTAN, Inc.
201 Main Street, Suite 1805
Fort Worth, Texas 76102
Gentlemen:
As Vice President, Secretary and General Counsel of InterTAN, Inc., a
Delaware corporation (the "Company"), I have acted as counsel to the Company in
connection with the preparation and filing of the Company's Registration
Statement on Form S-8 (the "Registration Statement") filed with the Securities
and Exchange Commission (the "Commission") in connection with the Company's 1996
Stock Option Plan (the "Plan"). The Registration Statement relates to the
registration under the Securities Act of 1933, as amended (the "Act"), of
1,500,000 shares of the Company's common stock, par value $1.00 per share (the
"Common Stock").
In furnishing this opinion, I, or attorneys under my supervision, have
examined the Restated Certificate of Incorporation and Amended and Restated
Bylaws of the Company, resolutions adopted by the Company's Board of Directors
relating to the issuance and sale of the Common Stock pursuant to the Plan and
such corporate records and other documents as I have deemed necessary or
appropriate for the purposes of this opinion.
On the basis of the foregoing, I am of the opinion that: (i) the Company
was incorporated, exists and is in good standing under the laws of the State of
Delaware, and (ii) the shares of Common Stock are duly authorized and, upon
issuance, will be deemed validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement. In giving this consent, I do not admit
that I come within the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the Commission thereunder.
Sincerely,
/s/ David S. Goldberg
-----------------------
David S. Goldberg
DSG/tj
<PAGE>
Exhibit 23.1
------------
INTERTAN, INC.
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated September 18, 1996, which appears on
page 38 of the 1996 Annual Report to Shareholders of InterTAN, Inc., which is
incorporated by reference in InterTAN, Inc.'s Annual Report on Form 10-K for the
fiscal year ended June 30, 1996. We also consent to the incorporation by
reference of our report on the Financial Statement Schedules, which appears in
such Annual Report on Form 10-K.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Fort Worth, Texas
November 13, 1996
