As filed with the Securities and Exchange Commission on October 8, 1999
Registration No. 333-
---------------
- --------------------------------------------------------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
EGLOBE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3486241
-------- ----------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
1250 24TH STREET, N.W., SUITE 725
WASHINGTON, D.C. 20037
---------------- -----
(Address of Principal Executive Offices) (Zip Code)
EGLOBE, INC.
1995 EMPLOYEE STOCK OPTION AND APPRECIATION RIGHTS PLAN
-------------------------------------------------------
(Full title of the plans)
CHRISTOPHER J. VIZAS, II
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
EGLOBE, INC.
1250 24TH STREET, N.W., SUITE 725
WASHINGTON, D.C., 20037
(202) 822-8981
(Name, address and telephone number of agent for service)
COPY TO:
STEVEN M. KAUFMAN, ESQ.
HOGAN & HARTSON L.L.P.
555 THIRTEENTH STREET, N.W.
WASHINGTON, D.C. 20004
(202) 637-5600
<TABLE>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Proposed Proposed
Title of securities Amount to be registered maximum offering price maximum aggregate Amount of
to be registered per share (2) offering price (2) registration fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK,
PAR VALUE $.001 1,500,000 (1) $2.8125 $4,218,750 $1,172.81
====================================================================================================================================
</TABLE>
(1) Represents shares of Common Stock issuable pursuant to the eGlobe, Inc.
1995 Employee Stock Option and Appreciation Rights Plan, as amended.
(2) Estimated pursuant to Rule 457(h) under the Securities Act solely for
purposes of calculating the amount of the registration fee.
Pursuant to Rule 429 under the Securities Act, this Registration Statement also
amends the information contained in the earlier registration statement relating
to, among other plans, the eGlobe, Inc. 1995 Employee Stock Option and
Appreciation Rights Plan: Registration Statement No. 333-15057, filed on October
30, 1996 and Registration Statement No. 333-63043, filed on September 8, 1998.
<PAGE>
EXPLANATORY NOTE
As permitted by General Instruction E to the Form S-8, this
Registration Statement incorporates by reference the information contained in
two earlier registration statements relating to, among other plans, the eGlobe,
Inc. 1995 Employee Stock Option and Appreciation Rights Plan, filed on October
30, 1996, Registration Statement No. 333-15057 and filed on September 8, 1998,
Registration Statement No. 333-63043.
On May 14, 1999, the Board of Directors of eGlobe, Inc. (the "Company")
approved and adopted, subject to stockholder approval, amendments to the
Company's 1995 Employee Stock Option and Appreciation Rights Plan (as amended
and restated, the "Employee Plan"). The amendments included an amendment to
Article 4 of the Plan to increase the number of shares of Common Stock, par
value $.001 ("Common Stock"), of the Company reserved under the Plan from
1,750,000 to 3,250,000. Such increase reflects the transfer of 437,000 shares of
Common Stock from the Company's 1995 Directors Stock Option and Appreciation
Rights Plan (the "Directors Plan") previously available for grant under the
Directors Plan plus an increase of an additional 1,183,000 shares of Common
Stock. Other amendments to the Plan were designed to (i) make non-employee
directors of the Company eligible to receive grants under the Employee Plan,
(ii) provide that shares issued under the Employee Plan through the settlement,
assumption or substitution of outstanding awards or obligations to grant future
awards as a result of acquiring another entity shall not reduce the maximum
number of shares available for delivery under the Employee Plan, and (iii)
change the price at which nonqualified stock options may be granted to a price
not less than the par value of the shares of Common Stock covered by the option
grant. The Company's stockholders approved the amendments to the Plan at the
annual meeting of stockholders held on June 16, 1999. Accordingly, as amended,
the total number of shares of Common Stock available under the Plan is
3,250,000, of which 1,500,000 shares are being registered hereunder.
A complete description of the amendments to the Plan is included in the
Company's definitive proxy statement on Schedule 14A dated May 25, 1999, with
respect to the Company's annual meeting of stockholders held on June 16, 1999.
-2-
<PAGE>
ITEM 8. EXHIBITS.
EXHIBIT NO. DESCRIPTION OF EXHIBIT
----------- ----------------------
4.1 eGlobe, Inc. 1995 Employee Stock Option and Appreciation
Rights Plan, as amended.
5.1 Opinion of Hogan & Hartson L.L.P. with respect to the
legality of the Common Stock registered hereby.
23.1 Consent of BDO Seidman, LLP.
23.2 Consent of PricewatehouseCoopers LLP.
23.3 Consent of Hogan & Hartson L.L.P. (included in Exhibit
5.1).
24.1 Power of Attorney (included on signature page).
-3-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Washington, D.C., on the 6 day of October, 1999.
EGLOBE, INC.
By: /s/ Christopher J. Vizas, II
-----------------------------
Christopher J. Vizas, II
Chairman and Chief Executive Officer
(Duly Authorized Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Christopher J. Vizas, II,
Graeme S.R. Brown, III and Anne E. Haas, jointly and severally, each in his own
capacity, his true and lawful attorneys-in-fact, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this Registration Statement
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, with full power and authority to
do so and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact, or his or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
<TABLE>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Christopher J. Vizas, II
-------------------------------------- Chairman, Chief Executive Officer and October 7, 1999
Christopher J. Vizas, II Director (Principal Executive Officer)
/s/ Anne E. Haas
- --------------------------------------- Controller and Treasurer (Principal October 7, 1999
Anne E. Haas Accounting Officer)
Director
- --------------------------------------
David W. Warnes
/s/ Richard H. Krinsley Director October 7, 1999
- --------------------------------------
Richard H. Krinsley
/s/ Donald H. Sledge Director October 7, 1999
- --------------------------------------
Donald H. Sledge
Director
- --------------------------------------
James O. Howard
Director
- --------------------------------------
Richard Chiang
/s/ John H. Wall Director October 7, 1999
- --------------------------------------
John H. Wall
</TABLE>
-4-
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
----------- ----------------------
4.1 eGlobe, Inc. 1995 Employee Stock Option and Appreciation
Rights Plan, as amended.
5.1 Opinion of Hogan & Hartson L.L.P. with respect to the
legality of the Common Stock registered hereby.
23.1 Consent of BDO Seidman, LLP.
23.2 Consent of PricewatehouseCoopers LLP.
23.3 Consent of Hogan & Hartson L.L.P. (included in Exhibit
5.1).
24.1 Power of Attorney (included on signature page).
-5-
EXHIBIT 4.1
EGLOBE, INC.
1995 EMPLOYEE STOCK OPTION AND
APPRECIATION RIGHTS PLAN
AS AMENDED AND RESTATED
<PAGE>
TABLE OF CONTENTS
1. Purpose ......................................................... 1
2. General Provisions................................................. 1
3. Eligibility........................................................ 2
4. Number of Shares Subject to Plan................................... 2
5. Stock Options...................................................... 2
6. Stock Appreciation Rights.......................................... 6
7. Effect of Changes in Capitalization................................ 8
8. Nontransferability................................................. 9
9. Amendment, Suspension, or Termination of Plan...................... 10
10. Effective Date..................................................... 10
11. Termination Date................................................... 10
12. Resale of Shares Purchased......................................... 10
13. Acceleration of Rights and Options................................. 10
14. Written Notice Required; Tax Withholding........................... 11
15. Compliance with Securities Laws.................................... 11
16. Waiver of Vesting Restrictions by Committee........................ 12
17. Reports to Participants............................................ 12
18. No Employee Contract............................................... 12
<PAGE>
EGLOBE, INC.
1995 EMPLOYEE STOCK OPTION AND
APPRECIATION RIGHTS PLAN
AS AMENDED AND RESTATED
1. Purpose. eGlobe, Inc. hereby establishes its 1995 Employee
Stock Option and Appreciation Rights Plan (the "Plan"). The purpose of the Plan
is to advance the interests of eGlobe, Inc. and its subsidiaries (collectively
"the Company") and the Company's stockholders by providing a means by which the
Company shall be able to attract and retain competent employees, officers,
non-employee directors, consultants and advisors by providing them with an
opportunity to participate in the increased value of the Company which their
effort, initiative, and skill have helped produce.
2. General Provisions.
(a) The Plan will be administered by the Compensation
Committee of the Board of Directors of the Company (the "Committee"), provided,
however, that except as otherwise expressly provided in this Plan or in order to
comply with Rule 16b-3 under the Securities Exchange Act of 1934, as now in
effect or as hereafter amended (the "Exchange Act"), the Board of Directors of
the Company (the "Board") may exercise any power or authority granted to the
Committee under this Plan. The Committee shall be comprised of two or more
directors designated by the Board.
(b) The Committee shall have full power to construe and
interpret the Plan and to establish and amend rules and regulations for its
administration. Any action of the Committee with respect to the Plan shall be
taken by majority vote or by the unanimous written consent of the Committee
members.
(c) The Committee shall determine, in its sole discretion,
which participants under the Plan shall be granted stock options or stock
appreciation rights, the time or times at which options or rights are granted,
as well as the number and the duration of the options or rights which are
granted to participants; provided, however, that no participant may be granted
options to purchase more than 500,000 shares of common stock of the Company
("Common Stock") under the Plan in any two (2) year period.
(d) The Committee shall also determine any other terms and
conditions relating to options and rights granted under the Plan as the
Committee may prescribe, in its sole discretion.
(e) The Committee shall make all other determinations and
take all other actions which it deems necessary or advisable for the
administration of the Plan.
(f) All decisions, determinations and interpretations made
by the Committee shall be binding and conclusive on all participants in the Plan
and on their legal representatives, heirs and beneficiaries.
3. Eligibility. The Company's employees, non-employee
directors, advisors, consultants and any other individual whose participation in
the Plan is determined to be in the best interests of the Company by the Board
shall be eligible to participate in the Plan and to receive options and rights
hereunder, provided, however, that Incentive Stock Options may only be granted
to employees of the Company or its subsidiaries.
4. Number of Shares Subject to Plan. The aggregate number of
shares of the Company's Common Stock which may be granted to participants shall
be 3,250,000 shares, subject to adjustment only as provided in Sections 5(h) and
7 hereof. These shares may consist of shares of the Company's authorized but
unissued Common Stock or shares of the Company's authorized and
<PAGE>
issued Common Stock reacquired by the Company and held in its treasury or any
combination thereof. If an option granted under this Plan is surrendered, or for
any other reason ceases to be exercisable in whole or in part, the shares as to
which the option ceases to be exercisable shall be available for options to be
granted to the same or other participants under the Plan, except to the extent
that an option is deemed surrendered by the exercise of a tandem stock
appreciation right and that right is paid by the Company in stock, in which
event the shares issued in satisfaction of the right shall not be available for
new options or rights under the Plan. Further, shares issued under the Plan
through the settlement, assumption or substitution of outstanding awards or
obligations to grant future awards as a result of acquiring another entity shall
not reduce the maximum number of shares available for delivery under the Plan.
5. Stock Options.
(a) Type of Options. Options granted may be either
Nonqualified Stock Options or Incentive Stock Options as determined by the
Committee in its sole discretion and as reflected in the Notice of Grant issued
by the Committee. "Incentive Stock Option" means an option intended to qualify
as an incentive stock option within the meaning of ss. 422 of the Internal
Revenue Code of 1986 (the "Code"). "Nonqualified Stock Option" means an option
not intended to qualify as an Incentive Stock Option or an Incentive Stock
Option which is converted to a Nonqualified Stock Option under Section 5(f)
hereof.
(b) Option Price. The price at which options may be granted
under the Plan shall be determined by the Committee at the time of grant as
follows:
(i) For Incentive Stock Options the option price shall
be equal to 100% of the Fair Market Value of the stock on the date the option is
granted; provided, however, that for Incentive Stock Options granted to any
person who, at the time such option is granted, owns (as defined in ss. 422 of
the Code) shares possessing more than 10% of the total combined voting power of
all classes of shares of the Company or its parent or subsidiary corporation,
the option price shall be 110% of the Fair Market Value.
(ii) For Nonqualified Stock Options the option price
shall be not less than the par value of a share of the Stock covered by the
Option.
(iii) For purposes of this Plan, and except as
otherwise set forth herein, "Fair Market Value" shall mean: (A) if there is an
established market for the Company's Common Stock on a stock exchange, in an
over-the-counter market or otherwise, shall be the closing price of the shares
of Common Stock on such exchange or in such market (the highest such closing
price if there is more than one such exchange or market) on the valuation date,
or (B) if there were no such sales on the valuation date, then in accordance
with Treas. Reg. ss. 20.2031-2 or successor regulations. Unless otherwise
specified by the Committee at the time or grant (or in the formula proposed for
such grant, if applicable), the valuation date for purposes of determining Fair
Market Value shall be the date of grant. The Committee (or the Board of
Directors with respect to grants to Committee members pursuant to Section 5(g)
hereof may specify in any grant of an option or stock appreciation right that,
instead of the date of grant, the valuation date shall be a valuation period of
up to ninety (90) days prior to the date of grant, and Fair Market Value for
purposes of such grant shall be the average over the valuation period of the
closing price of the shares of Common Stock on such exchange or in such market
(the highest such closing price if there is more than one such exchange or
market) on each date on which sales were made in the valuation period, provided,
however, that if the Committee (or the Board of Directors) fails to specify a
valuation period and there were no sales on the date of grant then Fair Market
Value shall be determined as if the Committee had specified a thirty (30) day
valuation period for such determination, unless there is no established market
for the Company's Common Stock in which case the determination of Fair Market
Value shall be in accordance with clause (B) above.
<PAGE>
(c) Exercise of Option. The right to purchase shares
covered by any option under this Plan shall be exercisable only in accordance
with the terms and conditions of the grant to the participant. Such terms and
conditions may include a time period or schedule whereby some of the options
granted may become exercisable, or "vested", over time and certain conditions,
such as continuous service or specified performance criteria or goals, must be
satisfied for such vesting. The determination as to whether to impose any such
vesting schedule or performance criteria, and the terms of such schedule or
criteria, shall be within the sole discretion of the Committee. These terms and
conditions may be different for different participants so long as all options
satisfy the requirements of the Plan.
The exercise of options shall be paid for in cash or in shares
of the Company's Common Stock, or any combination thereof. Shares tendered as
payment for option exercises shall, if acquired from the Company, have been held
for at least six months and shall be valued at the Fair Market Value of the
shares on the date of exercise. The Committee may, in its discretion, agree to a
loan by the Company to one or more participants of a portion of the exercise
price (not to exceed the exercise price minus the par value of the shares to be
acquired, if any) for up to three (3) years with interest payable at the prime
rate quoted in the Wall Street Journal on the date of exercise. Members of the
Committee may receive such loans from the Company for the exercise of their
options, if any, only with approval by the Board.
The Committee may also permit a participant to effect a net
exercise of an option without tendering any shares of the Company's stock as
payment for the option. In such an event, the participant will be deemed to have
paid for the exercise of the option with shares of the Company's stock and shall
receive from the Company a number of shares equal to the difference between the
shares that would have been tendered and the number of options exercised.
Members of the Committee may effect a net exercise of their options only with
the approval of the Board.
The Committee may also cause the Company to enter into
arrangements with one or more licensed stock brokerage firms whereby
participants may exercise options without payment therefor but with irrevocable
orders to such brokerage firm to immediately sell the number of shares necessary
to pay the exercise price for the option and the withholding taxes, if any, and
then to transmit the proceeds from such sales directly to the Company in
satisfaction of such obligations.
The Committee may prescribe forms which must be completed and
signed by a participant and tendered with payment of the exercise price in order
to exercise an option.
(d) Duration of Options. Unless otherwise prescribed by the
Committee or this Plan, options granted hereunder shall expire ten (10) years
from the date of grant, subject to early termination as provided in Section 5(f)
hereof.
(e) Incentive Stock Options Limitations. In no event shall
an Incentive Stock Option be granted to any person who, at the time such option
is granted, owns (as defined in ss. 422 of the Code) shares possessing more than
10% of the total combined voting power of all classes of shares of the Company
or of its parent or subsidiary corporation, unless the option price is at least
110% of the Fair Market Value of the stock subject to the Option, and such
Option is by its terms not exercisable after the expiration of five (5) years
from the date such Option is granted. Moreover, the aggregate Fair Market Value
(determined as of the time that option is granted) of the shares with respect to
which Incentive Stock Options are exercisable for the first time by any
individual employee during any single calendar year under the Plan shall not
exceed $100,000. In addition, in order to receive the full tax benefits of an
Incentive Stock Option, the employee must not resell or otherwise dispose of the
stock acquired upon exercise of the Incentive Stock Option until two (2) years
after the date the option was granted and one (1) year after it was exercised.
<PAGE>
(f) Early Termination of Options. In the event a
participant's employment with or service to the Company shall terminate as the
result of total disability, as defined below, or the result of retirement at 65
years of age or later, then any options granted to such participant shall expire
and may no longer be exercised three (3) months after such termination. If the
participant dies while employed or engaged by the Company, to the extent that
the option was exercisable at the time of the participant's death, such option
may, within one year after the participant's death, be exercised by the person
or persons to whom the participant's rights under the option shall pass by will
or by the applicable laws of descent and distribution; provided, however, that
an option may not be exercised to any extent after the expiration of the option
as originally granted. In the event a participant's employment or engagement by
the Company shall terminate as the result of any circumstances other than those
referred to above, whether terminated by the participant or the Company, with or
without cause, then all options granted to such participant under this Plan
shall terminate and no longer be exercisable as of the date of such termination,
provided, however, that if an employee with an Incentive Stock Option terminates
employment prior to its exercise, but notwithstanding such termination becomes
or remains a non-employee advisor, consultant or director eligible for
Nonqualified Stock Options hereunder or any other stock option plan of the
Company, then the Incentive Stock Option shall be converted to a Nonqualified
Stock Option on the date the Incentive Stock Option would otherwise have
terminated. A change in a participant's status from one eligible category to
another (e.g., from an employee to a consultant) without a break in service
shall not be considered a termination of that participant's employment or
engagement for purposes hereof.
An employee who is absent from work with the Company because
of total disability, as defined below, shall not by virtue of such absence alone
be deemed to have terminated such participant's employment with the Company. All
rights which such participant would have had to exercise options granted
hereunder will be suspended during the period of such absence and may be
exercised cumulatively by such participant upon his return to the Company so
long as such rights are exercised prior to the expiration of the option as
originally granted. For purposes of this Plan, "total disability" shall mean
disability, as a result of sickness or injury, to the extent that the
participant is prevented from engaging in any substantial gainful activity and
is eligible for and receives a disability benefit under Title II of the Federal
Social Security Act.
Notwithstanding the foregoing, the Committee may, in its
discretion, permit the exercise of an option after termination of a
participant's employment or engagement by the Company or during any absence from
work because of total disability.
(g) Grants to Committee Members. The Committee shall have
no authority to make grants to its members hereunder, rather the Board of
Directors (with members of the Committee abstaining) shall have the authority to
make grants under this Plan to members of the Committee. Any designation of such
grants may be by means of a formula specified by the Board of Directors to award
grants automatically at a stated time. Nothing in this Section 5(g) shall be
interpreted to prohibit the Board of Directors from granting options or rights
to its members if the Board of Directors is administering the Plan in accordance
with Section 2(a) above.
6. Stock Appreciation Rights.
(a) Grant. Stock appreciation rights may be granted by the
Committee under this Plan upon such terms and conditions as it may prescribe. A
stock appreciation right may be granted in connection with an option previously
granted to or to be granted under this Plan or may be granted by itself. Each
stock appreciation right related to an option (a "Tandem Right") shall become
nonexercisable and be forfeited if the option to which it relates (the "Related
Option") is exercised. "Stock appreciation right" as used in this Plan means a
right to receive the excess of Fair Market Value, on the date of exercise, of a
share of the Company's Common Stock on which an appreciation right is exercised
over the option price provided for in the related option and is issued in
<PAGE>
consideration of services performed for the Company or for its benefit by the
participant. Such excess is hereafter called "the differential."
(b) Exercise of Stock Appreciation Rights. Stock
appreciation rights shall be exercisable and be payable in the following manner:
(i) A stock appreciation right not issued with a
Related Option (a "Separate Right") shall be exercisable at the time or times
prescribed by the Committee. A Tandem Right shall be exercisable by the
participant at the same time or times that the Related Option could be
exercised. A participant wishing to exercise a stock appreciation right shall
give written notice of such exercise to the Company. Upon receipt of such
notice, the Company shall determine, in its sole discretion, whether the
participant's stock appreciation rights shall be paid in cash or in shares of
the Company's Common Stock or any combination of cash and shares and thereupon
shall, without deducting any transfer or issue tax, deliver to the person
exercising such right an amount of cash or shares of the Company's Common Stock
or a combination thereof with a value equal to the differential. The date the
Company receives the written notice of exercise hereunder is the exercise date.
The shares issued upon the exercise of a stock appreciation right may consist of
shares of the Company's authorized but unissued Common Stock or of its
authorized and issued Common Stock reacquired by the Company and held in its
treasury or any combination thereof. No fractional share of Common Stock shall
be issued; rather, the Committee shall determine whether cash shall be given in
lieu of such fractional share or whether such fractional share shall be
eliminated.
(ii) The exercise of a Tandem Right shall
automatically result in the surrender of the Related Option by the participant
on a share for share basis. Likewise, the exercise of a stock option shall
automatically result in the surrender of the related Tandem Right. Shares
covered by surrendered options shall be available for granting further options
under this Plan except to the extent and in the amount that such rights are paid
by the Company with shares of stock, as more fully discussed in Section 4
hereof.
(iii) The Committee may impose any other terms and
conditions it prescribes upon the exercise of a stock appreciation right, which
conditions may include a condition that the stock appreciation right may only be
exercised in accordance with rules and regulations adopted by the Committee from
time to time.
(c) Limitation on Payments. Notwithstanding any other
provision of this Plan, the Committee may from time to time determine, including
at the time of exercise, the maximum amount of cash or stock which may be given
upon exercise of any stock appreciation right in any year; provided, however,
that all such amounts shall be paid in full no later than the end of the year
immediately following the year in which the participant exercised such stock
appreciation rights. Any determination under this paragraph may be changed by
the Committee from time to time provided that no such change shall require the
participant to return to the Company any amount theretofore received or to
extend the period within which the Company is required to make full payment of
the amount due as the result of the exercise of the participant's stock
appreciation rights.
(d) Expiration or termination of stock appreciation
rights.
(i) Each Tandem Right and all rights and obligations
thereunder shall expire on the date on which the Related Option expires or
terminates. Each Separate Right shall expire on the date prescribed by the
Committee.
7. Effect of Changes in Capitalization
<PAGE>
(a) Changes in Common Stock. If the number of outstanding
shares of Common Stock is increased or decreased or changed into or exchanged
for a different number or kind of shares or other securities of the Company by
reason of any recapitalization, reclassification, stock split-up, combination of
shares, exchange of shares, stock dividend or other distribution payable in
capital stock, or other increase or decrease in such shares effected without
receipt of consideration by the Company, occurring after the effective date of
the Plan, a proportionate and appropriate adjustment shall be made by the
Company in the number and kind of shares for which options or stock appreciation
rights are outstanding, so that the proportionate interest of the participant
immediately following such event shall, to the extent practicable, be the same
as immediately prior to such event. Any such adjustment in outstanding options
shall not change the aggregate option price payable with respect to shares
subject to the unexercised portion of the option outstanding but shall include a
corresponding proportionate adjustment in the option price per share. Similar
adjustments shall be made to the terms of stock appreciation rights.
(b) Reorganization with the Company Surviving. Subject to
Section 7(c) hereof, if the Company shall be the surviving entity in any
reorganization, merger or consolidation of the Company with one or more other
entities, any option theretofore granted pursuant to the Plan shall pertain to
and apply to the securities to which a holder of the number of shares of Common
Stock subject to such option would have been entitled immediately following such
reorganization, merger or consolidation, with a corresponding proportionate
adjustment of the option price per share so that the aggregate option price
thereafter shall be the same as the aggregate option price of the shares
remaining subject to the option immediately prior to such reorganization, merger
or consolidation. Similar adjustments shall be made to the terms of stock
appreciation rights.
(c) Other Reorganizations, Sale of Assets or Common Stock.
Upon the dissolution or liquidation of the Company, or upon a merger,
consolidation or reorganization of the Company with one or more other entities
in which the Company is not the surviving entity, or upon a sale of
substantially all of the assets of the Company to another person or entity, or
upon any transaction (including, without limitation, a merger or reorganization
in which the Company is the surviving entity) approved by the Board that results
in any person or entity (other than persons who are holders of stock of the
Company at the time the Plan is approved by the Stockholders and other than an
Affiliate) owning 80 percent or more of the combined voting power of all classes
of stock of the Company, the Plan and all options and stock appreciation rights
outstanding hereunder shall terminate, except to the extent provision is made in
connection with such transaction for the continuation of the Plan and/or the
assumption of the options and stock appreciation rights theretofore granted, or
for the substitution for such options and stock appreciation rights of new
options and stock appreciation rights covering the stock of a successor entity,
or a parent or subsidiary thereof, with appropriate adjustments as to the number
and kinds of shares and exercise prices, in which event the Plan, options and
stock appreciation rights theretofore granted shall continue in the manner and
under the terms so provided. In the event of any such termination of the Plan,
each participant shall have the right (subject to the general limitations on
exercise set forth in Section 5(d) hereof and except as otherwise specifically
provided in the option agreement relating to such option or stock appreciation
right), immediately prior to the occurrence of such termination and during such
period occurring prior to such termination as the Committee in its sole
discretion shall designate, to exercise such option or stock appreciation right
in whole or in part, whether or not such option or stock appreciation right was
otherwise exercisable at the time such termination occurs, but subject to any
additional provisions that the Committee may, in its sole discretion, include in
any option agreement. The Committee shall send written notice of an event that
will result in such a termination to all participants not later than the time at
which the Company gives notice thereof to its stockholders.
(d) Adjustments. Adjustments under this Section 7 relating
to stock or securities of the Company shall be made by the Committee, whose
determination in that respect shall be final and conclusive. No fractional
shares of Common Stock or units of other securities shall
<PAGE>
be issued pursuant to any such adjustment, and any fractions resulting from any
such adjustment shall be eliminated in each case by rounding downward to the
nearest whole share or unit.
(e) No Limitations on Company. The grant of an option or
stock appreciation right pursuant to the Plan shall not affect or limit 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,
consolidate, dissolve or liquidate, or to sell or transfer all or any part of
its business or assets.
8. Nontransferability. During a participant's lifetime, a
right or an option may be exercisable only by the participant. options and
rights granted under the Plan and the rights and privileges conferred thereby
shall not be subject to execution, attachment or similar process and may not be
transferred, assigned, pledged or hypothecated in any manner (whether by
operation of law or otherwise) other than by will or by the applicable laws of
descent and distribution. Notwithstanding the foregoing, to the extent permitted
by applicable law and, if the Company has a class of securities registered under
the Exchange Act, by Exchange Act Rule 16b-3, the Committee may, in its sole
discretion, (i) permit a recipient of a Nonqualified Stock Option to designate
in writing during the participant's lifetime a beneficiary to receive and
exercise the participant's Nonqualified Stock Options in the event of such
participant's death (as provided in Section 5(f)), (ii) grant Nonqualified Stock
Options that are transferable to the immediate family, a family trust of the
participant or any other legal entity in which immediate family members own or
hold the only interests and (iii) modify existing Nonqualified Stock Options to
be transferable to the immediate family, a family trust or a family legal entity
of the participant. Any other attempt to transfer, assign, pledge, hypothecate
or otherwise dispose of any option or right under the Plan, or of any right or
privilege conferred thereby, contrary to the provisions of the Plan shall be
null and void.
9. Amendment, Suspension, or Termination of Plan. The
Committee or the Board of Directors may at any time suspend or terminate the
Plan and may amend it from time to time in such respects as the Committee may
deem advisable in order that options and rights granted hereunder shall conform
to any change in the law, or in any other respect which the Committee or the
Board may deem to be in the best interests of the Company; provided, however,
that no such amendment shall, without the participant's consent, alter or impair
any of the rights or obligations under any option or stock appreciation rights
theretofore granted to him or her under the Plan; and provided further that no
such amendment shall, without shareholder approval, increase the total number of
shares available for grants of options or rights under the Plan (except as
provided by Section 7 hereof).
10. Effective Date. The effective date of the Plan is December
14, 1995.
11. Termination Date. Unless this Plan shall have been
previously terminated by the Committee, this Plan shall terminate on December
14, 2005, except as to stock, options and rights theretofore granted and
outstanding under the Plan at that date, and no stock, option or right shall be
granted after that date.
12. Resale of Shares Purchased. All shares of stock acquired
under this Plan may be freely resold, subject to applicable state and federal
securities laws restricting their transfer. As a condition to exercise of an
option, however, the Company may impose various conditions, including a
requirement that the person exercising such option represent and warrant that,
at the time of such exercise, the shares of Common Stock being purchased are
being purchased for investment and not with a view to resale or distribution
thereof. In addition, the resale of shares purchased upon the exercise of
Incentive Stock Options may cause the employee to lose certain tax benefits if
the employee fails to comply with the holding period requirements described in
Section 5(e) hereof.
<PAGE>
13. Acceleration of Rights and Options. If the Company or its
shareholders enter into an agreement to dispose of all or substantially all of
the assets or stock of the Company by means of a sale, merger or other
reorganization, liquidation, or otherwise, any right or option granted pursuant
to the Plan shall become immediately and fully exercisable during the period
commencing as of the date of the agreement to dispose of all or substantially
all of the assets or stock of the Company and ending when the disposition of
assets or stock contemplated by that agreement is consummated or the option is
otherwise terminated in accordance with its provisions or the provisions of the
Plan, whichever occurs first; provided that no option or right shall be
immediately exercisable under this Section on account of any agreement of merger
or other reorganization where the shareholders of the Company immediately before
the consummation of the transaction will own 50% or more of the total combined
voting power of all classes of stock entitled to vote of the surviving entity
(whether the Company or some other entity) immediately after the consummation of
the transaction. In the event the transaction contemplated by the agreement
referred to in this section is not consummated, but rather is terminated,
canceled or expires, the options and rights granted pursuant to the Plan shall
thereafter be treated as if that agreement had never been entered into. In the
event any provision of the Plan or any option or right granted pursuant to the
Plan would prevent the use of pooling of interests accounting in a corporate
transaction involving the Company and such transaction is contingent upon
pooling of interests accounting, then that provision shall be deemed amended or
revoked to the extent required to preserve such pooling of interests. The
Company may require in any agreement that an optionee who receives a grant under
the Plan shall, upon advice from the Company, take (or refrain from taking, as
appropriate) all actions necessary or desirable to ensure that pooling of
interests accounting is available.
14. Written Notice Required; Tax Withholding. Any option or
right granted pursuant to the Plan shall be exercised when written notice of
that exercise by the participant has been received by the Company at its
principal office and, with respect to options, when full payment for the shares
with respect to which the option is exercised has been received by the Company.
By accepting a grant under the Plan, each participant agrees that, if and to the
extent required by law, the Company shall withhold or require the payment by
participant of any state, federal or local taxes resulting from the exercise of
an option or right; provided, however, that to the extent permitted by law, the
Committee (or, for Committee members, the Board) may in its discretion, permit
some or all of such withholding obligation to be satisfied by the delivery by
the participant of, or the retention by the Company of, shares of its Common
Stock.
15. Compliance with Securities Laws. Shares shall not be
issued with respect to any option or right granted under the Plan unless the
exercise of that option and the issuance and delivery of the shares pursuant
thereto shall comply with all relevant provisions of state and federal law,
including without limitation the Securities Act of 1933, as amended, the rules
and regulations promulgated thereunder and the requirements of any stock
exchange or automated quotation system upon which shares of the Company's stock
may then be listed or traded, and shall be further subject to the approval of
counsel for the Company with respect to such compliance. Further, each
participant must consent to the imposition of a legend on the certificate
representing the shares of Common Stock issued upon the exercise of the option
or right restricting their transferability as may be required by law, the option
or right, or the Plan.
16. Waiver of Vesting Restrictions by Committee.
Notwithstanding any provision of the Plan, the Committee shall have the
discretion to waive any vesting restrictions on the participant's options or
rights, or the early termination thereof.
17. Reports to Participants. The Company shall furnish to each
participant a copy of the annual report, if any, sent to the Company's
shareholders. Upon written request, the Company shall furnish to each
participant a copy of its most recent annual report and each quarterly report to
shareholders issued since the end of the Company's most recent fiscal year.
<PAGE>
18. No Employee Contract. The grant of restricted stock or an
option or right under the Plan shall not confer upon any participant any right
with respect to continuation of employment by, or the rendition of advisory or
consulting services to, the Company, nor shall it interfere in any way with the
Company's right to terminate the participant's employment or services at any
time.
As adopted by the Board of Directors of the Company on
December 14, 1995, as approved by stockholders on July 26, 1996, as amended and
restated by the Board of Directors on October 25, 1997, as amended and restated
by the Board of Directors on January 17, 1998 and as approved by stockholders
(with respect to the increase in the number of shares) on February 26, 1998 and
as further amended and restated by the Board of Directors on May 14, 1999.
EGLOBE, INC.
By:
----------------------------
EXHIBIT 5.1
[LETTERHEAD OF HOGAN & HARTSON L.L.P.]
October 7, 1999
Board of Directors
eGlobe, Inc..
1250 24th Street, N.W., Suite 725
Washington, D.C. 20037
Members of the Board of Directors:
This firm has acted as counsel to eGlobe, Inc. (the
"Company"), a Delaware corporation, in connection with its registration,
pursuant to a registration statement on Form S-8 (the "Registration Statement"),
of 1,500,000 shares (the "Shares") of common stock, par value $.001 per share,
of the Company, issuable under the Company's 1995 Employee Stock Option and
Appreciation Plan (the "Stock Option Plan"). This letter is furnished to you at
your request to enable you to fulfill the requirements of Item 601(b)(5) of
Regulation S-K, 17 C.F.R. (S)229.601(b)(5), in connection with such
registration.
For purposes of this opinion letter, we have examined copies
of the following documents:
1. An executed copy of the Registration Statement.
2. A copy of the Stock Option Plan, as certified by the
Secretary of the Company on the date hereof as then
being complete, accurate and in effect.
3. The Restated Certificate of Incorporation of the
Company, as certified by the Secretary of the Company
on the date hereof as then being complete, accurate
and in effect.
4. The Amended and Restated By-laws of the Company, as
certified by the Secretary of the Company on the date
hereof as then being complete, accurate and in
effect.
5. A certificate of good standing of the Company issued
by the Secretary of State of the State of Delaware
dated October 7, 1999.
8. Resolutions of the Board of Directors of the Company
adopted on May 14, 1999, as certified by the
Secretary of the Company on the date hereof as then
being complete, accurate and in effect.
9. Resolutions of the stockholders of the Company
adopted at a meeting held on June 16, 1999, as
certified by the Secretary of the Company on the date
hereof as then being complete, accurate and in
effect.
10. A certificate of officers of the Company, dated
October 7, 1999, as to certain facts relating to the
Company.
In our examination of the aforesaid documents, we have assumed
the genuineness of all signatures, the legal capacity of natural persons, the
authenticity, accuracy and completeness of all documents submitted to us as
originals, and the conformity with the original documents of all
<PAGE>
documents submitted to us as certified, telecopies, photostatic, or reproduced
copies. This opinion letter is given, and all statements herein are made, in the
context of the foregoing.
This opinion letter is based as to matters of law solely on
Delaware corporate law. We express no opinion herein as to any other laws,
statutes, regulations, or ordinances.
Based upon, subject to, and limited by the foregoing, we are
of the opinion that the Shares, when issued and delivered in the manner and on
the terms contemplated in the Registration Statement and the Stock Option Plan
(with the Company having received the consideration therefor as specified in the
Stock Option Plan, the form of which is in accordance with applicable law), will
be validly issued, fully paid and non-assessable under Delaware corporate law.
We assume no obligation to advise you of any changes in the
foregoing subsequent to the delivery of this opinion letter. This opinion letter
has been prepared solely for your use in connection with the filing of the
Registration Statement on or about the date of this opinion letter, and should
not be quoted in whole or in part or otherwise be referred to, nor be filed with
or furnished to any governmental agency or other person or entity, without the
prior written consent of this firm.
We hereby consent to the filing of this opinion letter as
Exhibit 5.1 to the Registration Statement. In giving this consent, we do not
thereby admit that we are an "expert" within the meaning of the Securities Act
of 1933, as amended.
Very truly yours,
/S/ HOGAN & HARTSON L.L.P.
---------------------------
HOGAN & HARTSON L.L.P.
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors and Stockholders
eGlobe, Inc.
Denver, Colorado
We hereby consent to the incorporation by reference in this Registration
Statement of our report dated March 19, 1999, except for Note 18, which is as of
April 10, 1999, relating to the consolidated financial statements and schedule
of eGlobe, Inc. appearing in the Company's Annual Report on Form 10-K for the
nine months ended December 31, 1998.
/s/ BDO SEIDMAN, LLP
---------------------------
BDO SEIDMAN, LLP
Denver, Colorado
October 5, 1999
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of eGlobe, Inc. of our report dated May 15, 1998 except
Note 12, which is as of September 11, 1998 and the last paragraph of Note 7,
which is as of February 12, 1999 relating to the financial statements of IDX
International, Inc., which appears in the Current Report on Form 8-K/A of
eGlobe, Inc. (formerly Executive TeleCard, Ltd.) dated April 30, 1999.
/s/ PricewaterhouseCoopers LLP
------------------------------
PricewaterhouseCoopers LLP
McLean, Virginia
October 5, 1999
