<PAGE>
As filed with the Securities and Exchange Commission on April 19,
1996.
Registration No. 333-__________
- -----------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-----------------------
SA TELECOMMUNICATIONS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 75-2258519
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1600 Promenade Center, 15th Floor
Richardson, Texas 75080
(Address of Principal Executive Offices) (Zip Code)
-----------------------
January 1, 1994 Amended Stock Option Plan
(Comprising a part of the Incentive Stock Option Plan)
(Full title of the plan)
-----------------------
LYNN H. JOHNSON, ESQ. Copy to:
Vice President and General Counsel MARK S. SOLOMON, ESQ.
SA TELECOMMUNICATIONS, INC. Arter & Hadden
1600 Promenade Center, 15th Floor 1717 Main Street, Suite 4100
Richardson, Texas 75080 Dallas, Texas 75201-4605
(214) 690-5888 (214) 761-2100
(Name, address and telephone
number, including area code,
of agent for service)
-----------------------
<TABLE>
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered(1) Share(2) Price(2) Fee(3)
- ---------- ------------- --------- ---------- ------------
<S> <C> <C> <C> <C>
Common Stock 2,000,000 $2.21875 $4,437,500 $1531.00
($.0001 par Shares
value)
- ------------------------------------------------------------------
1
<PAGE>
<FN>
(1) The securities to be registered represent shares of
Common Stock reserved for issuance under the January 1, 1994
Amended Stock Option Plan (comprising a part of the Incentive Stock
Option Plan) of SA Telecommunications, Inc. (collectively referred
to herein as the "Incentive Stock Option Plan"). Pursuant to Rule
416, shares of Common Stock of the Company issuable pursuant to the
exercise of options granted under the Incentive Stock Option Plan
in order to prevent dilution resulting from any future stock split,
stock dividend or similar transaction are also being registered
hereunder.
(2) Estimated solely for the purpose of calculating the
registration fee based upon the average of the high and low price
per share of the Common Stock on the Nasdaq Stock Market's SmallCap
Market on April 17, 1996 ($2.21875), in accordance with Rules
457(c) and (h) and General Instruction E to Form S-8.
(3) Relates only to additional shares registered hereby and
does not include the amount of the registration fee previously paid
in connection with the 2,000,000 shares previously registered by
that Registration Statement on Form S-8 filed with the Commission
on January 27, 1993 (SEC Reg. No. 33-57712).
</FN>
</TABLE>
The contents of that Registration Statement on Form S-8, SEC
File No. 33-57712, filed with the Securities and Exchange
Commission on January 27, 1993 (the "Original Registration
Statement") relating to the Incentive Stock Option Plan are
incorporated herein by reference. The Incentive Stock Option Plan
is comprised of two separate employee benefit plans; namely, the SA
Holdings, Inc. 1992 Employee Stock Option Plan (the "1992 Plan")
and the SA Holdings, Inc. January 1, 1994 Amended Stock Option Plan
(the "1994 Amended Plan"). The 1994 Amended Plan was originally
adopted by the Board of Directors of the Company on October 30,
1993 and was amended and restated on January 1, 1994. The 1994
Amended Plan authorized the issuance of an additional 2,000,000
shares of Common Stock under the Incentive Stock Option Plan. The
shares to be registered hereunder relate to such additional shares.
The only information and documents required in this
Registration Statement that were not included in the Original
Registration Statement are the additional Exhibits included in
"Item 8. Exhibits" below.
Item 8. Exhibits.
(a) Exhibits.
Exhibit Description
4.1 January 1, 1994 Amended Stock Option Plan
(filed herewith)
5.1 Opinion of Arter & Hadden (filed herewith)
2
<PAGE>
23.1 Consent of Arter & Hadden (included in their
opinion filed as Exhibit 5.1)
23.2 Consent of Price Waterhouse LLP (filed
herewith)
23.3 Consent of King, Burns & Company, P.C. (filed
herewith)
SIGNATURES
The Registrant. Pursuant to the requirements of the
Securities Act of 1933, as amended, the Registrant certifies that
it has reasonable grounds to believe that it meets all 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 Dallas,
Texas on April 18, 1996.
SA TELECOMMUNICATIONS, INC.
By: /s/ Jack W. Matz, Jr.
------------------------------
Jack W. Matz, Jr.
Chairman and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the
following persons and in the capacities indicated on April 18,
1996.
Signature Title
/s/ Jack W. Matz, Jr.
- -------------------------
Jack W. Matz, Jr. Chairman, Chief Executive Officer
and Director (Principal Executive
and Accounting Officer)
/s/ Paul R. Miller
- -------------------------
Paul R. Miller President, Chief Operating Officer
and Director
/s/ J. David Darnell
- -------------------------
J. David Darnell Vice President - Finance, Chief
Financial Officer and Director
(Principal Financial Officer)
3
<PAGE>
/s/ Terry R. Houston
- -------------------------
Terry R. Houston Vice President - Telecom
Acquisitions and Director
/s/ Igor I. Mamantov
- -------------------------
Igor I. Mamantov Director
/s/ John Q. Ebert
- -------------------------
John Q. Ebert Director
s/s Howard F. Curd
- -------------------------
Howard F. Curd Director
/s/ Dean A. Thomas
- -------------------------
Dean A. Thomas Director
/s/ Barry J. Williams, J.D.
- -------------------------
Barry J. Williams, M.D. Director
/s/ Pete W. Smith
- -------------------------
Pete W. Smith Director
/s/ Thomas L. Cunningham
- -------------------------
Thomas L. Cunningham Director
/s/ John H. Nugent
- -------------------------
John H. Nugent Director
/s/ Reuben F. Richards
- -------------------------
Reuben F. Richards Director
4
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
- ----------- ----------------------
4.1 January 1, 1994 Amended Stock Option Plan (filed
herewith)
5.1 Opinion of Arter & Hadden (filed herewith)
23.1 Consent of Arter & Hadden (included in their
opinion filed as Exhibit 5.1)
23.2 Consent of Price Waterhouse LLP (filed herewith)
23.3 Consent of King, Burns & Company, P.C. (filed
herewith)
5
<PAGE>
EXHIBIT 4.1
SA HOLDINGS, INC.
JANUARY 1, 1994 AMENDED STOCK OPTION PLAN
(Qualified and Non-Qualified)
1. PURPOSE
The purposes of this Amended Stock Option Plan (the "Plan")
are to attract, retain, reward, and motivate the officers,
directors and employees (collectively referred to herein as
"Employees"), of SA HOLDINGS, INC. (the "Corporation"); as reason
for Employees to continue their employment; to encourage stock
ownership by such Employees by providing them with a means to
acquire shares of the Common Stock or to increase their
stockholdings; and to provide a greater community of interest
between Employees and the Corporation's stockholders by permitting
the Corporation to grant stock options ("SO's") and non-qualified
stock options ("NQSO's") (collectively the "Options") to eligible
Employees as provided in Section 3 hereof.
It is intended that the SO's granted under the Plan shall
comply with the regulations for "stock options" provided for in
Section 422 of the Internal Revenue Code, and regulations
thereunder, as the same may be hereafter amended from time to time
(such laws and regulations are hereinafter referred to as the
"Code"). It is further intended to exempt directors and officers
transactions under this Plan from Section 16(b) of the Securities
Exchange Act of 1934.
2. ADMINISTRATION
The Plan shall be administered by the Board of Directors of
the Corporation which is authorized, subject to the provisions of
the Plan, to establish rules and regulations governing the Plan, to
appoint such agents as it deems appropriate for the proper
administration of the Plan, and to delegate such authority to
administer the Plan to the SOP Committee of the Board of Directors
or its delegate, as the Board of Directors may consider
appropriate. Any questions of interpretation of the Plan as
determined by the Board of Directors or its delegate shall be final
and binding upon all persons.
3. PARTICIPANTS
The Employees eligible to receive Options under the Plan shall
be determined from time to time in the sole discretion of the Board
of Directors of the Corporation or its delegate. The persons to
whom SO's shall be granted shall herein be called "Optionees."
<PAGE>
4. SHARES RESERVED UNDER THE PLAN
Subject to the provisions of Section 6 of the Plan, the
maximum number of shares for which Options may be granted under
this Plan is 2,000,000 shares of Common Stock, at $.0001 par value
per share, of the Corporation. Shares issued pursuant to the Plan
will be authorized and unissued shares or shares re-acquired by the
Corporation.
5. OPTIONS
Options may be granted from time to time within ten (10) years
from January 1, 1994 subject to the following provisions:
(a) Notwithstanding anything to the contrary, to the
extent necessary to comply with the requirements of Rule 16-3
promulgated by the Securities and Exchange Commission under
the Securities Exchange Act of 1934 (or any successor
thereto), the Plan should be administered by a committee of
two or more Directors appointed by the Board of Directors of
the Corporation (the group responsible for administering the
Plan is referred to herein as the "SOP Committee"). Options
may be granted only by formula for positions not individuals
under this plan (such formula is incorporated as Exhibit A
hereto), and must be by unanimous agreement of the members of
the SOP Committee. Stock Option Agreements ("Option
Agreements"), in the form as approved by the SOP Committee,
and containing such terms and conditions not inconsistent with
the provisions of this Plan as shall have been determined by
the SOP Committee, may be executed on behalf of the
Corporation by the Chairman of the Board, President, and Chief
Executive Officer, the Executive Vice President and Chief
Operating Officer, or the Chief Financial Officer and
Treasurer of the Corporation. The SOP Committee shall have
complete authority to construe, interpret and administer the
provisions of the Plan and the provisions of the Option
Agreements relating to options granted hereunder; to
prescribe, amend and rescind rules and regulations pertaining
to the Plan; and to make all other determinations necessary or
deemed advisable in the administration of the Plan.
The determinations, interpretations and constructions
made by the SOP Committee shall be final and conclusive.
Members of the SOP Committee shall be specified by the Board
of Directors, and shall consist solely of outside Directors.
(b) No Option may be exercised more than ten (10) years
after its grant. Options having a duration of less than ten
(10) years may be granted. If an Optionee, at the time of
<PAGE>
grant, owns more than ten percent (10%) of the combined voting
power of all classes of the Corporation's stock, then the
exercise period for such Options may not exceed five (5) years
from the date of grant.
(c) The Option price per share of an option shall not be
less than the fair market value of a share of the
Corporation's Common Stock on the date of grant unless the
Optionee, at the time of such grant, owns stock representing
more than ten percent (10%) of the voting power of all classes
of stock of the Corporation, in which case the option price
per share of such Option shall not be less than one hundred
ten percent (110%) of such fair market value. For the
purposes of the Plan, the term "fair market value" shall mean
the closing price of the Corporation's Common Stock on the
NASDAQ (or such other exchange or over-the-counter market upon
which such stock is traded if it is not traded on the NASDAQ)
on the date on which the Option in question is granted unless
the grant shall occur prior to the opening of trading on the
NASDAQ (or such other exchange or over-the-counter market) on
such date in which case "fair market value" shall mean the
closing price on the next preceding trading date. In the
absence of a closing price on the date on which the Option is
granted or on the date prior to the date on which the Option
is granted, as may be the case, "fair market value" shall mean
the closing price on the trading day next preceding the date
in question or an average of closing prices not to exceed 15
business days preceding or following the grant date by
unanimous vote of the SO Committee or its delegate.
(d) No Option under this Plan may be transferable by the
Optionee except by will or the laws of descent and
distribution, and no Option may be exercised during the
lifetime of an Optionee except by the Optionee, his guardian
or attorney-in-fact.
(e) Options granted under the Plan are deemed to expire
upon the termination of an Employee for reasons other than
death, total disability (as defined in Section 22(e)(3) of the
Code), and retirement without the specific consent of the SO
Committee or its delegate.
(f) The Board of Directors, or its delegate, may at any
time, in its discretion and in such manner as it deems
appropriate, agree to waive or modify any of the terms of any
outstanding Options, provided that any such modification shall
be subject to the consent of the affected Optionee and that
any such waiver or modification shall be in accordance with
the terms of the Plan.
(g) All shares purchased under Options shall be paid in
full at the time of purchase. Shares acquired by exercise of
<PAGE>
Options shall be paid in cash, Common Stock of the Corporation
or the equivalent thereof. The Options granted under the Plan
may be exercised in whole or in part. If exercised in part it
must be approved by the SO Committee or its delegate prior to
exercising.
6. ADJUSTMENT PROVISIONS
(a) If the Corporation shall at any time change the
number of issued shares of Common Stock without new
consideration to the Corporation (such as stock dividends,
stock splits, or stock exchange), the total number of shares
reserved for issuance under this Plan and the number of shares
covered by each outstanding Option shall be adjusted so that
the aggregate consideration payable to the Corporation and the
value of each Option shall not be changed.
(b) If a dissolution or liquidation of the Corporation,
or change of control, in the sole opinion of the Chief
Executive Officer of the Corporation shall occur, the SO
Committee of the Board of Directors, or its delegate, in its
discretion, may accelerate all or any portion of the Options
granted under this Plan. The Corporation shall give notice of
the proposed dissolution, liquidation, or change in ownership
of the Corporation and shall notify the Optionee of their
right to exercise such Options (including any Options which
have been accelerated by the Board of Directors) within a
period not to exceed ninety (90) days of the mailing of the
notice, provided that such 90 day exercise period shall not
extend the exercise date of any Option. Any Options which are
not exercised within the notice period shall terminate upon
the dissolution or liquidation of the Corporation.
(c) If the outstanding shares of the Corporation shall
be exchanged for shares of the Corporation, or another
corporation by reason of any merger, consolidation, or other
recapitalization, or in the event of any other material change
in the capital stock of the Corporation by reason of any
reclassification, reorganization, recapitalization, or
otherwise, there shall be a proportionate and equitable
adjustment of the terms of the Option with respect to the
amount and class of shares remaining subject to the Option and
the purchase price to be paid thereof, as follows: if the
outstanding shares of the Corporation shall be exchanged for
other stock of the Corporation or of another Corporation, the
Optionee shall be entitled to purchase, pursuant to his
Option, such number of shares of the Corporation or of such
other corporation as were exchangeable for the number of
shares of the Corporation which the Optionee would have been
entitled to purchase except for such action, and the cash
consideration payable per share shall be proportionately and
<PAGE>
equitably adjusted in the discretion of the Board of Directors
except under the change of control provision in 6(b) above
then the Chief Executive Officer will approve or put forth the
alternative in his sole discretion.
(d) If, as a result of any of the events hereinabove
specified, the Board of Directors, or its delegate, shall be
of the opinion that the other provisions of this Section 6
will not effect an equitable and proportionate adjustment of
the terms of the Option with respect to the amount and class
of shares remaining subject thereto and the purchase price to
be paid therefor, there shall be made such other or further
adjustments in the terms of the Option as shall be necessary
in the opinion of the Board of Directors to effectuate an
equitable and proportionate adjustment of the terms of the
Option or Options except under the change of control provision
in 6(b) then the Chief Executive Officer will approve or put
forth the alternative in his sole discretion.
7. PURCHASE FOR INVESTMENT/REGISTRATION RIGHTS
Each Employee or Contractor receiving shares upon exercise of
an Option may be required by the Corporation to furnish a
representation that he/she is acquiring the shares as an investment
and not with a view to distribution if the Corporation, in its sole
discretion, determines that such representation is required to
insure that the resale or other disposition of the shares would not
involve a violation of the Securities Act of 1933, as amended, or
of any other applicable laws. The Corporation reserves the right
to place a legend on certificates for shares delivered pursuant to
the Plan and to issue "stop transfer" or similar instructions to
the transfer agent which the Corporation, in its sole discretion,
deems necessary and proper to assure compliance with (a) any such
representation, or (b) any federal or state law.
Notwithstanding any of the above, the Corporation will file
with the Securities and Exchange Commission Form S-8, Registration
Statement Under the Securities Act of 1933, to register the shares
granted under this Plan. All shares issued subsequent to the
filing of the aforementioned Registration Statement, due to the
exercising of Options granted under the Plan, should not be subject
to the restrictions noted in the paragraph above unless otherwise
decided by the SO Committee or its delegate. The Corporation
reserves the right to register additional shares to be issued under
the Plan in the future by utilizing a Form S-8 Registration
Statement.
<PAGE>
8. COMPLIANCE WITH SECURITIES LAWS
No certificate for shares shall be delivered upon the
exercising of an Option until the Corporation has taken any action
which is required to comply with the provisions of the Securities
Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, any other applicable laws and with the requirements of any
exchange on which the Common Stock may, at the time, be listed.
9. SALABILITY
Each Optionee is prohibited from selling the Common Stock
received upon the exercise of the Option until at least six months
after the date of the option grant.
10. FORFEITURE
Each Optionee is required to provide services to the
Corporation. In addition, Optionee is bound to resell the stock to
the Corporation at the lower of Fair Market Value or original cost
of the options if the Optionee leaves the employment for any reason
whatsoever prior to fully vesting in accordance with the vesting
schedule for each individual position.
11. AMENDMENT, MODIFICATION, AND TERMINATION OF THE PLAN
The Board of Directors reserves the right to terminate, amend
or modify the Plan at any time. The approval of the stockholders
will not be required for the actions of the Board of Directors,
which in its sole discretion, are necessary for the fair and
equitable administration of the Plan.
This Plan shall not be amended more than once every six
months, other than to comport with applicable changes in the
Internal Revenue Code, the Employees Retirement Income Security Act
of 1974, as amended, or the rules thereunder.
12. EFFECTIVE DATE OF THE PLAN
The Plan shall become effective on January 1, 1994.
13. GOVERNING LAW
All questions arising with respect to the provisions of the
Plan shall be determined by application of the laws of the State of
Texas, except to the extent Texas law is preempted by federal
statute.
<PAGE>
EXHIBIT A
JANUARY 1, 1994 AMENDED STOCK OPTION PLAN
SEMI-ANNUAL STOCK OPTION GRANT BY FORMULA FOR POSITIONS
BOARD OF DIRECTORS MEETING ON MARCH 24, 1994
The following semi-annual stock option grants by formula for
positions under the January 1, 1994 Amended Stock Option Plan were
approved by the Board of Directors on March 24, 1994. Each
subsequent semi-annual stock option grant under the January 1, 1994
Amended Stock Option Plan will be made in accordance with this
formula.
Board Members (including Assistant Secretary) 10,000
Officers of the Board
Chairman 10,000
Vice Chairman 7,500
Secretary 5,000
Assistant Secretary 2,500
Committee Members 5,000
Chairman of Committee 5,000
Officers and Employees of the Corporation
President 40,000
Senior Vice President 35,000
Vice President 30,000
Assistant Vice President 7,500
Corporate Controller 20,000
Manager 5,000
Employees of Distinction 2,500
Employees - A 2,000
Employees - B 1,000
Directors, Officers and Employees of Subsidiaries
Outside Directors 3,500
President 7,500
Vice President 5,000
Assistant Vice President 2,500
Controller 3,000
Manager 2,000
Employees of Distinction 2,000
Employees - A 1,500
Employees - B 500
<PAGE>
EXHIBIT 4.1
SA HOLDINGS, INC.
JANUARY 1, 1994 AMENDED STOCK OPTION PLAN
(Qualified and Non-Qualified)
1. PURPOSE
The purposes of this Amended Stock Option Plan (the "Plan")
are to attract, retain, reward, and motivate the officers,
directors and employees (collectively referred to herein as
"Employees"), of SA HOLDINGS, INC. (the "Corporation"); as reason
for Employees to continue their employment; to encourage stock
ownership by such Employees by providing them with a means to
acquire shares of the Common Stock or to increase their
stockholders; and to provide a greater community of interest
between Employees and the Corporation's stockholders by permitting
the Corporation to grant stock options ("SO's") and non-qualified
stock options ("NQSO's") (collectively the "Options") to eligible
Employees as provided in Section 3 hereof.
It is intended that the SO's granted under the Plan shall
comply with the regulations for "stock options" provided for in
Section 422 of the Internal Revenue Code, and regulations
thereunder, as the same may be hereafter amended from time to time
(such laws and regulations are hereinafter referred to as the
"Code"). It is further intended to exempt directors and officers
transactions under this Plan from Section 16(b) of the Securities
Exchange Act of 1934.
2. ADMINISTRATION
The Plan shall be administered by the Board of Directors of
the Corporation which is authorized, subject to the provisions of
the Plan, to establish rules and regulations governing the Plan, to
appoint such agents as it deems appropriate for the proper
administration of the Plan, and to delegate such authority to
administer the Plan to the SOP Committee of the Board of Directors
or its delegate, as the Board of Directors may consider
appropriate. Any questions of interpretation of the Plan as
determined by the Board of Directors or its delegate shall be final
and binding upon all persons.
3. PARTICIPANTS
The Employees eligible to receive Options under the Plan shall
be determined from time to time in the sole discretion of the Board
of Directors of the Corporation or its delegate. The persons to
whom SO's shall be granted shall herein be called "Optionees."
<PAGE>
4. SHARES RESERVED UNDER THE PLAN
Subject to the provisions of Section 6 of the Plan, the
maximum number of shares for which Options may be granted under
this Plan is 2,000,000 shares of Common Stock, at $.0001 par value
per share, of the Corporation. Shares issued pursuant to the Plan
will be authorized and unissued shares or shares re-acquired by the
Corporation.
5. OPTIONS
Options may be granted from time to time within ten (10) years
from January 1, 1994 subject to the following provisions:
(a) Notwithstanding anything to the contrary, to the
extent necessary to comply with the requirements of Rule 16-3
promulgated by the Securities and Exchange Commission under
the Securities Exchange Act of 1934 (or any successor
thereto), the Plan should be administered by a committee of
two or more Directors appointed by the Board of Directors of
the Corporation (the group responsible for administering the
Plan is referred to herein as the "SOP Committee"). Options
may be granted only by formula for positions not individuals
under this plan (such formula is incorporated as Exhibit A
hereto), and must be by unanimous agreement of the members of
the SOP Committee. Stock Option Agreements ("Option
Agreements"), in the form as approved by the SOP Committee,
and containing such terms and conditions not inconsistent with
the provisions of this Plan as shall have been determined by
the SOP Committee, may be executed on behalf of the
Corporation by the Chairman of the Board, President, and Chief
Executive Officer, the Executive Vice President and Chief
Operating Officer, or the Chief Financial officer and
Treasurer of the Corporation. The SOP Committee shall have
complete authority to construe, interpret and administer the
provisions of the Plan and the provisions of the Option
Agreements relating to options granted hereunder; to
prescribe, amend and rescind rules and regulations pertaining
to the Plan; and to make all other determinations necessary or
deemed advisable in the administration of the Plan.
The determinations, interpretations and constructions
made by the SOP Committee shall be final and conclusive.
Members of the SOP Committee shall be specified by the Board
of Directors, and shall consist solely of outside Directors.
(b) No Option may be exercised more than ten (10) years
after its grant. Options having a duration of less than ten
(10) years may be granted. If an Optionee, at the time of
<PAGE>
grant, owns more than ten percent (10%) of the combined voting
power of all classes of the Corporation's stock, then the
exercise period for such Options may not exceed five (5) years
from the date of grant.
(c) The Option price per share of an option shall not be
less than the fair market value of a share of the
Corporation's Common Stock on the date of grant unless the
Optionee, at the time of such grant, owns stock representing
more than ten percent (10%) of the voting power of all classes
of stock of the Corporation, in which case the option price
per share of such Option shall not be less than one hundred
ten percent (110%) of such fair market value. For the
purposes of the Plan, the term "fair market value" shall mean
the closing price of the Corporation's Common Stock on the
NASDAQ (or such other exchange or over-the-counter market upon
which such stock is traded if it is not traded on the NASDAQ)
on the date on which the Option in question is granted unless
the grant shall occur prior to the opening of trading on the
NASDAQ (or such other exchange or over-the-counter market) on
such date in which case "fair market value" shall mean the
closing price on the next preceding trading date. In the
absence of a closing price on the date on which the Option is
granted or on the date prior to the date on which the Option
is granted, as may be the case, "fair market value" shall mean
the closing price on the trading day next preceding the date
in question or an average of closing prices not to exceed 15
business days preceding or following the grant date by
unanimous vote of the SO Committee or its delegate.
(d) No Option under this Plan may be transferable by the
Optionee except by will or the laws of descent and
distribution, and no Option may be exercised during the
lifetime of an Optionee except by the Optionee, his guardian
or attorney-in-fact.
(e) Options granted under the Plan are deemed to expire
upon the termination of an Employee for reasons other than
death, total disability (as defined in Section 22(e)(3) of the
Code), and retirement without the specific consent of the SO
Committee or its delegate.
(f) The Board of Directors, or its delegate, may at any
time, in its discretion and in such manner as it deems
appropriate, agree to waive or modify any of the terms of any
outstanding Options, provided that any such modification shall
be subject to the consent of the affected Optionee and that
any such waiver or modification shall be in accordance with
the terms of the Plan.
(g) All shares purchased under Options shall be paid in
full at the time of purchase. Shares acquired by exercise of
<PAGE>
Options shall be paid in cash, Common Stock of the Corporation
or the equivalent thereof. The Options granted under the Plan
may be exercised in whole or in part. If exercised in part it
must be approved by the SO Committee or its delegate prior to
exercising.
6. ADJUSTMENT PROVISIONS
(a) If the Corporation shall at any time change the
number of issued shares of Common Stock without new
consideration to the Corporation (such as stock dividends,
stock splits, or stock exchange), the total number of shares
reserved for issuance under this Plan and the number of shares
covered by each outstanding Option shall be adjusted so that
the aggregate consideration payable to the Corporation and the
value of each Option shall not be changed.
(b) If a dissolution or liquidation of the Corporation,
or change of control, in the sole opinion of the Chief
Executive Officer of the Corporation shall occur, the SO
Committee of the Board of Directors, or its delegate, in its
discretion, may accelerate all or any portion of the Options
granted under this Plan. The Corporation shall give notice of
the proposed dissolution, liquidation, or change in ownership
of the Corporation and shall notify the Optionee of their
right to exercise such Options (including any Options which
have been accelerated by the Board of Directors) within a
period not to exceed ninety (90) days of the mailing of the
notice, provided that such 90 day exercise period shall not
extend the exercise date of any Option. Any Options which are
not exercised within the notice period shall terminate upon
the dissolution or liquidation of the Corporation.
(c) If the outstanding shares of the Corporation shall
be exchanged for shares of the Corporation, or another
corporation by reason of any merger, consolidation, or other
recapitalization, or in the event of any other material change
in the capital stock of the Corporation by reason of any
reclassification, reorganization, recapitalization, or
otherwise, there shall be a proportionate and equitable
adjustment of the terms of the Option with respect to the
amount and class of shares remaining subject to the Option and
the purchase price to be paid thereof, as follows: if the
outstanding shares of the Corporation shall be exchanged for
other stock of the Corporation or of another Corporation, the
Optionee shall be entitled to purchase, pursuant to his
Option, such number of shares of the Corporation or of such
other corporation as were exchangeable for the number of
shares of the Corporation which the Optionee would have been
entitled to purchase except for such action, and the cash
consideration payable per share shall be proportionately and
<PAGE>
equitably adjusted in the discretion of the Board of Directors
except under the change of control provision in 6(b) above
then the Chief Executive Officer will approve or put forth the
alternative in his sole discretion.
(d) If, as a result of any of the events hereinabove
specified, the Board of Directors, or its delegate, shall be
of the opinion that the other provisions of this Section 6
will not effect an equitable and proportionate adjustment of
the terms of the Option with respect to the amount and class
of shares remaining subject thereto and the purchase price to
be paid therefor, there shall be made such other or further
adjustments in the terms of the Option as shall be necessary
in the opinion of the Board of Directors to effectuate an
equitable and proportionate adjustment of the terms of the
Option or Options except under the change of control provision
in 6(b) then the Chief Executive Officer will approve or put
forth the alternative in his sole discretion.
7. PURCHASE FOR INVESTMENT/REGISTRATION RIGHTS
Each Employee or Contractor receiving shares upon exercise of
an Option may be required by the Corporation to furnish a
representation that he/she is acquiring the shares as an investment
and not with a view to distribution if the Corporation, in its sole
discretion, determines that such representation is required to
insure that the resale or other disposition of the shares would not
involve a violation of the Securities Act of 1933, as amended, or
of any other applicable laws. The Corporation reserves the right
to place a legend on certificates for shares delivered pursuant to
the Plan and to issue "stop transfer" or similar instructions to
the transfer agent which the Corporation, in its sole discretion,
deems necessary and proper to assure compliance with (a) any such
representation, or (b) any federal or state law.
Notwithstanding any of the above, the Corporation will file
with the Securities and Exchange Commission Form S-8, Registration
Statement Under the Securities Act of 1933, to register the shares
granted under this Plan. All shares issued subsequent to the
filing of the aforementioned Registration Statement, due to the
exercising of Options granted under the Plan, should not be subject
to the restrictions noted in the paragraph above unless otherwise
decided by the SO Committee or its delegate. The Corporation
reserves the right to register additional shares to be issued under
the Plan in the future by utilizing a Form S-8 Registration
Statement.
<PAGE>
8. COMPLIANCE WITH SECURITIES LAWS
No certificate for shares shall be delivered upon the
exercising of an Option until the Corporation has taken any action
which is required to comply with the provisions of the Securities
Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, any other applicable laws and with the requirements of any
exchange on which the Common Stock may, at the time, be listed.
9. SALABILITY
Each Optionee is prohibited from selling the Common Stock
received upon the exercise of the Option until at least six months
after the date of the option grant.
10. FORFEITURE
Each Optionee is required to provide services to the
Corporation. In addition, Optionee is bound to resell the stock to
the Corporation at the lower of Fair Market Value or original cost
of the options if the Optionee leaves the employment for any reason
whatsoever prior to fully vesting in accordance with the vesting
schedule for each individual position.
11. AMENDMENT, MODIFICATION, AND TERMINATION OF THE PLAN
The Board of Directors reserves the right to terminate, amend
or modify the Plan at any time. The approval of the stockholders
will not be required for the actions of the Board of Directors,
which in its sole discretion, are necessary for the fair and
equitable administration of the Plan.
This Plan shall not be amended more than once every six
months, other than to comport with applicable changes in the
Internal Revenue Code, the Employees Retirement Income Security Act
of 1974, as amended, or the rules thereunder.
12. EFFECTIVE DATE OF THE PLAN
The Plan shall become effective on January 1, 1994.
13. GOVERNING LAW
All questions arising with respect to the provisions of the
Plan shall be determined by application of the laws of the State of
Texas, except to the extent Texas law is preempted by federal
statute.
<PAGE>
EXHIBIT A
JANUARY 1, 1994 AMENDED STOCK OPTION PLAN
SEMI-ANNUAL STOCK OPTION GRANT BY FORMULA FOR POSITIONS
BOARD OF DIRECTORS MEETING ON MARCH 24, 1994
The following semi-annual stock option grants by formula for
positions under the January 1, 1994 Amended Stock Option Plan were
approved by the Board of Directors on march 24, 1994. Each
subsequent semi-annual stock option grant under the January 1, 1994
Amended Stock Option Plan will be made in accordance with this
formula.
Board Members (including Assistant Secretary) 10,000
Officers of the Board
Chairman 10,000
Vice Chairman 7,500
Secretary 5,000
Assistant Secretary 2,500
Committee Members 5,000
Chairman of Committee 5,000
Officers and Employees of the Corporation
President 40,000
Senior Vice President 35,000
Vice President 30,000
Assistant Vice President 7,500
Corporate Controller 20,000
Manager 5,000
Employees of Distinction 2,500
Employees - A 2,000
Employees - B 1,000
Directors, Officers and Employees of Subsidiaries
Outside Directors 3,500
President 7,500
Vice President 5,000
Assistant Vice President 2,500
Controller 3,000
Manager 2,000
Employees of Distinction 2,000
Employees - A 1,500
Employees - B 500
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated March 21,
1996, which appears on page F-2 of SA Telecommunications, Inc.'s
Annual Report on Form 10-KSB for the year ended December 31, 1995.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Dallas, Texas
April 18, 1996
<PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to
the incorporation by reference in this Registration Statement of
our report dated March 10, 1994 included in the Form 10-KSB of SA
Holdings, Inc. (now known as SA Telecommunications, Inc.) for the
year ended December 31, 1993, and to all references to our firm
included in the Registration Statement.
/s/ King, Burns & Company, P.C.
KING, BURNS & COMPANY, P.C.
Dallas, Texas
April 16, 1996
