<PAGE>
As filed with the Securities and Exchange Commission on March 7,
1996
Registration No. 33-_________
===================================================================
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, Suite 1510
Richardson, Texas 75080
(Address of Principal Executive Offices) (Zip Code)
-----------------------
SA HOLDINGS, INC. 1994 EMPLOYEE STOCK OPTION PLAN
(Full title of the plan)
-----------------------
LYNN H. JOHNSON, ESQ. Copy to:
Vice President & General Counsel MARK S. SOLOMON, ESQ.
SA TELECOMMUNICATIONS, INC. Arter & Hadden
1600 Promenade Center, Suite 1510 1717 Main St., 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 Maximum Proposed Maximum
Title of Securities to Amount to be Offering Price Aggregate Amount of
be Registered Registered(1) Per Share Offering Price(2) Registration Fee
- ---------------------- ------------- ---------------- ----------------- -----------------
<S> <C> <C> <C> <C>
Common Stock 2,000,000 Shares (2) $4,348,816 $1,500
($.0001 par value)
=========================================================================================================================
<FN>
(1) The securities to be registered represent shares of
Common Stock issued or reserved for issuance under the SA Holdings,
Inc. 1994 Employee Stock Option Plan (the "Plan"). Pursuant to
Rule 416, shares of Common Stock of the Company issuable pursuant
to the exercise of options granted or to be granted under the Plan
in order to prevent dilution resulting from any future stock split,
stock dividend or similar transaction are also being registered
hereunder.
(2) Estimated pursuant to Rule 457(h) solely for the purpose
of calculating the registration fee as follows: (i) the maximum
proposed offering price at which outstanding options under the Plan
(1,245,250 shares of Common Stock) may be exercised is $2,509,113
and (ii) the maximum proposed offering price at which unissued
options may be exercised under the Plan (754,750 shares of Common
Stock) is $1,839,703 calculated on the basis of the closing
sale price per share of Common Stock on the Nasdaq Stock
Market's SmallCap Market on March 4, 1996 ($2.4375), in
accordance with Rule 457(c).
</FN>
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual
Information.*
* Information required by Part I to be contained in the Section
10(a) Prospectus is omitted from the Registration Statement in
accordance with Rule 428 under the Securities Act of 1933, as
amended (the "Securities Act"), and the Note to Part I of Form
S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
SA Telecommunications, Inc. f/k/a SA Holdings, Inc. (the
"Registrant" or the "Company") hereby incorporates by reference in
this Registration Statement the following documents previously
filed or to be filed with the Securities and Exchange Commission
(the "Commission"):
(1) the Company's Annual Report on Form 10-KSB filed with the
Commission for the fiscal year ended December 31, 1994;
(2) the Company's Quarterly Reports filed with the Commission
on Form 10-QSB for the quarters ended March 31, 1995 (and
amended on Form 10-QSB/A as filed with the Commission on
December 12, 1995), June 30, 1995 (as amended on Form 10-
QSB/A as filed with the Commission on December 12, 1995)
and September 30, 1995;
(3) the Company's Current Reports on Form 8-K (i) dated July
31, 1995 and filed with the Commission on August 15, 1995
(and amended on Form 8-K/A as filed with the Commission
on October 13, 1995 and on Form 8-K/A-2 as filed with the
Commission on December 12, 1995), (ii) dated October
6, 1995 and filed with the Commission on October 11,
1995 and (iii) the Company's Form 8-K/A-2 as filed with
the Commission on December 11, 1995, which is the
Company's second amendment to the Company's Form 8-K
dated May 12, 1994;
(4) the description of the Company's common stock, par value
$.0001 per share (the "Common Stock"), contained in Item
1 of the Company's Registration Statement on Form 8-A
dated October 19, 1989 and filed with the Commission
under the Exchange Act, including any amendment or report
filed for the purpose of updating such description; and
(5) all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act subsequent to the date of this Registration
Statement shall be deemed to be incorporated herein by
reference and to be a part hereof from the date of filing
of such documents until such time as there shall have
been filed a post-effective amendment that indicates that
all securities offered under the Registration Statement
have been sold or that deregisters all securities
remaining unsold at the time of such amendment.
<PAGE>
Any statement contained herein or 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 the statement contained herein or in
any subsequently filed document that also is or is deemed to be
incorporated by reference herein, or in any document forming any
part of the Section 10(a) Prospectus to be delivered to
participants in connection with, modifies or supersedes such
statement. Any 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.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law
(the "DGCL") provides broad authority for indemnification of
officers and directors. Article 10 of the Company's Certificate of
Incorporation, as amended, provides for indemnification of officers
and directors to the fullest extent permitted by the DGCL.
Article V of the Company's Bylaws contains provisions requiring the
indemnification of the Company's directors and officers upon and
pursuant to terms specified therein and under applicable provisions
of the DGCL. The Company believes that these provisions are
necessary to abstract and retain qualified persons as directors and
officers.
<PAGE>
The Registrant does not maintain directors' and officers'
liability insurance.
The foregoing summaries are necessarily subject to the
complete text of the statute, Certificate of Incorporation and
Bylaws of the Company referred to above and are qualified in their
entirety by reference thereto.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
(a) Exhibits.
Exhibit Description
4.1 SA Holdings, Inc. 1994 Employee Stock Option
Plan (the "Plan") (filed herewith)
4.2 Form of Incentive Stock Option Agreement
relating to options granted under the Plan
(filed herewith)
4.3 Form of Non-Qualified Stock Option Agreement
relating to options granted under the Plan
(filed herewith)
5.1 Opinion of Arter & Hadden regarding legality
of securities being registered (filed
herewith)
23.1 Consent of Arter & Hadden (included in their
opinion filed as Exhibit 5.1) (filed
herewith)
23.2 Consent of Price Waterhouse LLP (filed
herewith)
23.3 Consent of King, Burns & Company, P.C.
(filed herewith)
23.4 Cosent of Duff and Anderson, P.C. (filed
herewith)
23.5 Consent of Samson, Robbins & Associates,
P.L.L.C. (filed herewith)
Item 9. Undertakings.
(a) Rule 415 Offering. The undersigned Registrant hereby
undertakes:
(1) to file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement (A) to include any prospectus required
by Section 10(a)(3) of the Securities Act of 1933, as amended
(the "Securities Act"); (B) 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,
represents a fundamental change in the information set forth
in the registration statement; and (C) to include any
material information with respect to the plan of distribution
not previously disclosed in the registration statement or any
material change to such information in the registration
statement;
<PAGE>
provided, however, that paragraphs (a)(1)(A) and
(a)(1)(B) do not apply if the registration statement is on
Form S-3 or Form S-8 and the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant
pursuant to Section 13 of Section 15(d) of the Exchange Act
that are incorporated by reference in the registration
statement;
(2) that, for the purpose of determining any
liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and
(3) to remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
(b) Filings Incorporating Subsequent Exchange Act Documents
by Reference. The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to Section
13(a) or section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Exchange Act) 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.
(h) Filing of Registration Statement on Form S-8. Insofar
as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as
expressed in the Securities 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 of whether such
indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of
such issue.
[Remainder of Page II-4 Intentionally Left Blank]
<PAGE>
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 Plano,
Texas, on March 4, 1996:
SA TELECOMMUNICATIONS, INC.
By: /s/ Jack W. Matz. Jr.
Jack W. Matz, Jr.
Chairman of the Board and
Chief Executive Officer
POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints Jack W. Matz, Jr.
and Lynn Johnson, Esq., and each of them, his true and lawful
attorneys-in-fact and agents with full power of substitution and
re-substitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to
file the same with all exhibits thereto and all 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 and to 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 and agents, or any of them, or their or his
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 and in the capacities indicated on March 4,
1996:
Signature Title
/s/ Jack W. Matz, Jr. Chairman, Chief Executive
Jack W. Matz, Jr. Officer and Director
(Principal Executive Officer)
/s/ Paul R. Miller President, Chief Operating
Paul R. Miller Officer and Director
/s/ J. David Darnell Chief Financial Officer, Vice
J. David Darnell President-Finance and
Director (Principal Financial and
Accounting Officer)
/s/ John Q. Ebert Director
John Q. Ebert
/s/ Igor I. Mamatov Director
Igor I. Mamatov
/s/ Dean A. Thomas Director
Dean A. Thomas
/s/ Barry J. Williams, M.D. Director
Barry J. Williams, M.D.
/s/ Pete W. Smith Director
Pete W. Smith
/s/ Thomas L. Cunningham Director
Thomas L. Cunningham
/s/ John H. Nugent Director
John H. Nugent
____________________________ Director
Howard F. Curd
/s/ Terry R. Houston Vice President-Telecom
Terry R. Houston Acquisitions and Director
<PAGE>
INDEX TO EXHIBITS
Exhibit Description
4.1 SA Holdings, Inc. 1994 Employee Stock
Option Plan (the "Plan") (filed herewith)
4.2 Form of Incentive Stock Option Agreement
relating to options granted under the
Plan (filed herewith)
4.3 Form of Non-Qualified Stock Option
Agreement relating to options granted
under the Plan (filed herewith)
5.1 Opinion of Arter & Hadden regarding
legality of securities being registered
(filed herewith)
23.1 Consent of Arter & Hadden (included in
their opinion filed as Exhibit 5.1)
(filed herewith)
23.2 Consent of Price Waterhouse LLP (filed
herewith)
23.3 Consent of King, Burns & Company, P.C.
(filed herewith)
23.4 Cosent of Duff and Anderson, P.C. (filed
herewith)
23.5 Consent of Samson, Robbins & Associates,
P.L.L.C. (filed herewith)
<PAGE>
Exhibit 4.1
SA HOLDINGS, INC.
1994 EMPLOYEE STOCK OPTION PLAN
1. Purpose. The purpose of this 1994 Stock Option Plan
(hereinafter called the "Plan") is to further the success of SA
Holdings, Inc., a Delaware corporation (hereinafter called the
"Company"), and certain of its affiliates by making available
Common Stock of the Company for purchase by certain officers and
employees of the Company and its affiliates and certain bona fide
consultants, and thus to provide an additional incentive to such
individuals to continue in the service of the Company or its
affiliates and to give them a greater interest as shareholders in
the success of the Company. Subject to compliance with the
provisions of the Plan and the Internal Revenue Code of 1986, as
amended, Incentive Stock Options are authorized by Section 422 of
the Code and stock options which do not qualify under Section 422
of the Code are authorized and may be granted under the Plan.
2. Definitions. As used in this Plan the following terms
shall have the meanings indicated as follows:
(a) "Board" means the Board of Directors of the Company.
(b) "Code" means the Internal Revenue Code of 1986, as
amended.
(c) "Committee" means the Committee administering the
Plan described in Paragraph 3 hereof.
(d) "Common Stock" means the Company's Common Stock, par
value $0.0001 per share.
(e) "Date of Grant" means the date on which an option is
granted under a written option agreement executed by the
Company and a Participant pursuant to the Plan.
(f) "Disinterested Person" means a "disinterested
person" as defined under Rule 16b-3 promulgated under the
Exchange Act or any successor provision.
(g) "Effective Date" means the effective date of this
Plan specified in Paragraph 13 hereof.
(h) "Exchange Act" means the Securities Exchange Act of
1934, as it may be amended from time to time.
(i) "Incentive Stock Option" means an option qualifying
under Section 422 of the Code.
(j) "Parent" means a parent corporation of the Company
as defined in Section 424(e) of the Code.
<PAGE>
(k) "Participants" means the employees and officers of
the Company, its Subsidiaries and its Parents and those
directors of the Company who are also employees of the Company
or its subsidiaries. Bona fide consultants to the Company may
also be "Participants" hereunder, provided that such persons
shall only be entitled to receive nonqualified stock options
(as defined below).
(l) "Subsidiary" means a subsidiary corporation of the
Company as defined in Section 424(f) of the Code.
3. Administration of the Plan. The Board of Directors of
the Company shall appoint a committee (the "Committee") comprised
of two (2) or more directors to administer the Plan. Only directors
who are Disinterested Persons shall be eligible to serve as members
of the Committee. The Committee shall report all action taken by it
to the Board, which shall review and ratify or approve those
actions that are by law required to be so reviewed and ratified or
approved by the Board. The Committee shall have full and final
authority in its discretion, subject to the provisions of the Plan,
to determine the Participants to whom, and the time or times at
which, options shall be granted and the number of shares and
purchase price of Common Stock covered by each option; to construe
and interpret the Plan and any agreements made pursuant to the
Plan; to determine the terms and provisions (which need not be
identical or consistent with respect to each Participant) of the
respective option agreements and any agreement ancillary thereto
including, but without limitation, terms covering the payment of
the option price vesting schedules and any forfeiture provisions
with respect to stock acquired upon the exercise of any option; and
to make all other determinations and to take all other actions
deemed necessary or advisable for the proper administration of the
Plan. All such actions and determinations shall be conclusively
binding for all purposes and upon all persons.
4. Options Authorized. The options granted under this Plan
may be Incentive Stock Options or stock options that do not qualify
as Incentive Stock Options (sometimes referred to herein as
"nonqualified options" or "nonqualified stock options"). The
Committee shall have the full power and authority to determine
which options shall be nonqualified stock options and which shall
be Incentive Stock Options; to grant only Incentive Stock Options
or, alternatively, only nonqualified stock options; and to, in its
sole discretion, grant to the holder of an outstanding option, in
exchange for the surrender and cancellation of such option, a new
option having a purchase price lower than that provided in the
option so surrendered and cancelled and containing such other terms
and conditions as the Committee may prescribe in accordance with
the provisions of the Plan. Under no circumstances may nonqualified
stock options be granted where the exercise of such nonqualified
stock options may affect the exercise of Incentive Stock Options
granted pursuant to the Plan. No options may be granted under the
Plan prior to the Effective Date. In addition to any other
limitations set forth herein, (1) no Participant shall receive any
grant of options, whether Incentive Stock Options or nonqualified
stock options, exercisable for more than two hundred fifty thousand
(250,000) shares of Common Stock during any one fiscal year of the
Company and (2) the aggregate fair market value (determined in
accordance with Paragraph 7(a) of the Plan as of the time the
option is granted) of the stock with respect to which Incentive
Stock Options are exercisable for the first time by a Participant
in any calendar year (under all plans of the Company and of any
Parent or Subsidiary) shall not exceed $100,000.
<PAGE>
5. Common Stock Subject to Options. The aggregate number of
shares of the Company's Common Stock which may be issued upon the
exercise of options shall not exceed two million (2,000,000),
subject to adjustment under the provisions of Paragraph 8. The
shares of Common Stock to be issued upon the exercise of options
may be authorized but unissued shares, or shares issued and
reacquired by the Company. In the event any option shall, for any
reason, terminate or expire or be surrendered without having been
exercised in full, the shares subject to such option shall again be
available for options to be granted under the Plan, except that
shares for which relinquished options (or portions thereof) are
exercisable shall not again be available for options under the
Plan.
6. Participants. Except as hereinafter provided, options
may be granted under the Plan to any Participant. In determining
the Participants to whom options shall be granted and the number of
shares to be covered by such option, the Committee may take into
account the nature of the services rendered by the respective
Participants, their present and potential contributions to the
Company's success and such other factors as the Committee in its
discretion shall deem relevant. A participant who has been granted
an option under the Plan may be granted an additional option or
options under the Plan, in the Committee's discretion.
7. Terms and Conditions of Options. The grant of an option
under the Plan shall be evidenced by a written agreement executed
by the Company and the applicable Participant and shall contain
such terms and be in such form as the Committee may from time to
time approve, subject to the following limitations and conditions:
(a) Option Price. The option price per share with
respect to each option shall be determined by the Committee,
but shall in no instance be less than the par value of the
shares subject to the option. In addition, the option price
per share with respect to Incentive Stock Options granted
hereunder shall in no instance be less than the fair market
value of the shares subject to the option as determined by the
Committee. For the purposes of this Paragraph 7(a), fair
market value shall be, where applicable, the Closing Price of
the Common Stock on the Date of Grant. For this purpose, the
Closing Price of the Common Stock on the Date of Grant shall
be (i) if the Common Stock is listed or admitted for trading
on any United States national securities exchange, the last
reported sales price of Common Stock on such exchange, as
reported in any newspaper of general circulation, (ii) if
actual transactions in the Common Stock are included in the
National Association of Securities Dealers Automated Quotation
National Market System ("NASDAQ-NMS") or are reported on a
consolidated transaction reporting system, the last sales
price of the Common Stock on such system, (iii) if Common
Stock is otherwise quoted on the National Association of
Securities Dealer Automated Quotation System ("NASDAQ"), or
any similar system of automated dissemination of quotations of
securities prices in common use, the mean between the closing
high bid and low asked quotations for such day of Common Stock
on such system, (iv) if none of clause (i), (ii) or (iii) is
applicable, the mean between the high bid and low asked
quotations for Common Stock as reported by the National Daily
Quotation Service if at least two securities dealers have
inserted both bid and asked quotations for Common Stock on at
least five (5) of the ten (10) preceding days.
Notwithstanding the foregoing, however, fair market value
shall be determined consistent with Code Section 422(b)(4) or
any successor provisions. The Committee may permit the option
purchase price to be payable
<PAGE>
by transfer to the Company of Common Stock owned by the option
holder with a fair market value at the time of the exercise
equal to the option purchase price.
(b) Period of Option. The expiration date of each
option shall be fixed by the Committee but, notwithstanding
any provision of the Plan to the contrary, such expiration
date shall not be more than ten (10) years from the Date of
Grant.
(c) Vesting of Shareholder Rights. Neither the optionee
nor his successor in interest shall have any of the rights of
a shareholder of the Company until the shares relating to the
option hereunder are issued by the Company and are properly
delivered to such optionee, or successor.
(d) Exercise of Option. Each option shall be
exercisable from time to time (but not less than six (6)
months after the Date of Grant) over such period and upon such
terms and conditions as the Committee shall determine, but not
at any time as to less than one hundred (100) shares unless
the remaining shares which have become so purchasable are less
than one hundred (100) shares. After the death of the
optionee, an option may be exercised as provided in Paragraph
15 hereof.
(e) Nontransferability of Option. No option shall be
transferable or assignable by an optionee, other than by will
or the laws of descent and distribution or pursuant to a
qualified domestic relations order and each option shall be
exercisable, during the optionee's lifetime, only by him or
her or, during periods of legal disability, by his or her
legal representative. No option shall be subject to execution,
attachment, or similar process.
(f) Disqualifying Disposition. The option agreement
evidencing any Incentive Stock Options granted under this Plan
shall provide that if the optionee makes a disposition, within
the meaning of Section 424(c) of the Code and regulations
promulgated thereunder, of any share or shares of Common Stock
issued to him or her pursuant to exercise of the option within
the two-year period commencing on the day after the Date of
Grant of such option or within the one-year period commencing
on the day after the date of issuance of the share or shares
to him or her pursuant to the exercise of such option, he or
she shall, within ten (10) days of such disposition date,
notify the Company of the sales price or other value ascribed
to or used to measure the disposition of the share or shares
thereof and immediately deliver to the Company any amount of
federal income tax withholding required by law.
(g) Limitation on Grants to Certain Shareholders. An
Incentive Stock Option may be granted to a Participant only if
such Participant, at the time the option is granted, does not
own, after application of the attribution rules of Code
Section 424, stock possessing more than 10% of the total
combined voting power of all classes of Common Stock of the
Company or of its Parent or Subsidiary. The preceding
restrictions shall not apply if at the time the option is
granted the option price is at least 110% of the fair market
value (as defined in Paragraph 7(a) above) of the Common Stock
subject to the option and such option by its terms is not
exercisable after the expiration of five (5) years from the
Date of Grant.
<PAGE>
(h) Consistency with Code. Notwithstanding any other
provision in this Plan to the contrary, the provisions of all
agreements granting incentive stock options pursuant to the
Plan shall not violate the requirements of the Code applicable
to the Incentive Stock Options authorized hereunder.
8. Adjustments. The Committee, in its discretion, may make
such adjustments in the option price and the number of shares
covered by outstanding options that are required to prevent any
dilution or enlargement of the rights of the holders of such
options that would otherwise result from any reorganization,
recapitalization, stock split, stock dividend, combination of
shares, merger, consolidation, issuance of rights or any other
change in the capital structure of the Company. The Committee, in
its discretion, may also make such adjustments in the aggregate
number of shares that may be the subject of options which are
appropriate to reflect any transaction or event described in the
preceding sentence.
9. Restriction of Issuing Shares. The exercise of each
option shall be subject to the condition that if at any time the
Company shall determine in its discretion that the satisfaction of
withholding tax or other withholding liabilities, or that the
listing, registration, or qualification of any shares otherwise
deliverable upon such exercise upon any securities exchange or
under any state or federal law, or that the consent or approval of
any regulatory body, is necessary or desirable as a condition of,
or in connection with, such exercise or the delivery or purchase of
shares pursuant thereto, then in any such event, such exercise
shall not be effective unless such withholding, listing,
registration, qualification, consent, or approval shall have been
effected or obtained free of any conditions not acceptable to the
Company.
10. Use of Proceeds. The proceeds received by the Company
from the sale of Common Stock pursuant to the exercise of options
granted under the Plan shall be added to the Company's general
funds and used for general corporate purposes.
11. Amendment, Suspension, and Termination of Plan. The
Board may at any time suspend or terminate the Plan or may amend it
from time to time in such respects as the Board may deem advisable
in order that the options granted thereunder may conform to any
changes in the law or in any other respect that the Board may deem
to be in the best interests of the Company; provided, however, that
without approval by the shareholders of the Company voting the
proper percentage of its voting power, no such amendment shall make
any change in the Plan for which shareholder approval is required
of the Company in order to comply with (i) Rule 16b-3, as amended,
promulgated under the Exchange Act, (ii) the Code or regulatory
provisions dealing with Incentive Stock Options, (iii) any rules
for listed companies promulgated by any national stock exchange on
which the Company's stock is traded or (iv) any other applicable
rule or law. Unless sooner terminated hereunder, the Plan shall
terminate ten (10) years after the Effective Date. No option may be
granted during any suspension or after the termination of the Plan.
Except as provided in Paragraph 12, no amendment, suspension, or
termination of the Plan shall, without an optionee's consent,
impair or negate any of the rights or obligations under any option
theretofore granted to such optionee under the Plan.
12. Tax Withholding. The Committee may, in its sole
discretion, (a) require an optionee to remit to the Company a cash
amount sufficient to satisfy, in whole or in part, any federal,
state or local withholding tax requirements prior to the delivery
of any certificate for
<PAGE>
shares pursuant to the exercise of an option hereunder; or (b)
satisfy such withholding requirements through another lawful
method.
13. Effective Date and Termination Date. This Plan shall
become effective on the date (the "Effective Date") of the last to
occur of (i) the adoption of the Plan by the Board and (ii) the
approval, within twelve (12) months of such adoption, by a majority
(or such other proportion as may be required by state law) of the
outstanding voting shares of the Company, voted either in person or
by proxy, at a duly held stockholders meeting. This Plan shall
terminate on January 1, 2004, and any option outstanding on such
date will remain outstanding until it has either expired or has
been exercised.
14. Termination of Employment. In the event of the
retirement (with the written consent of the Company) or other
termination of the employment of an employee to whom an option has
been granted under the Plan, other than (a) a termination that is
either (i) for cause or (ii) voluntary on the part of the employee
and without the written consent of the Company, or (b) a
termination by reason of death, the employee may (unless otherwise
provided in his option agreement) exercise his option at any time
within three (3) months after such retirement or other termination
of employment (or within one (1) year after termination of
employment due to disability within the meaning of Code Section
422(c)(7)), or within such other time as the Committee shall
authorize, but in no event after ten (10) years from the date of
granting thereof (or such lesser period as may be specified in the
stock option agreement), but only to the extent of the number of
shares for which his options were exercisable by him at the date of
the termination of his employment. In the event of the termination
of the employment of an employee to whom an option has been granted
under the Plan that is either (i) for cause or (ii) voluntary on
the part of the employee and without the written consent of the
Company, any option held by him under the Plan, to the extent not
previously exercised, shall forthwith terminate on the date of such
termination of employment. Options granted under the Plan shall not
be affected by any change of employment so long as the holder
continues to be an employee of the Company, a Subsidiary or a
Parent. The option agreement may contain such provisions as the
Committee shall approve with respect to the effect of approved
leaves of absence. Nothing in the Plan or in any option granted
pursuant to the Plan shall confer on any individual any right to
continue in the employ of the Company or any of its Subsidiaries or
Parents or interfere in any way with the right of the Company or
any of its Subsidiaries or Parents to terminate his employment at
any time.
15. Death of Holder of Option. In the event an employee to
whom an option has been granted under the Plan dies during, or
within three (3) months after the termination of, his employment by
the Company or a Subsidiary or Parent, such option (unless it shall
have been previously terminated pursuant to the provisions of the
Plan or unless otherwise provided in his option agreement) may be
exercised (to the extent of the entire number of shares covered by
the option whether or not purchasable by the employee at the date
of his death) by the executor or administrator of the optionee's
estate or by the person or persons to whom the optionee shall have
transferred such option by will or by the laws of descent and
distribution, at any time within a period of one (1) year after his
death, but not after the exercise termination date set forth in the
relevant stock option agreement.
<PAGE>
16. Loans to Assist in Exercise of Options. If approved by
the Board, the Company or any Parent or Subsidiary may lend money
or guarantee loans by third parties to an individual to finance the
exercise of any option granted under the Plan. No such loans to
finance the exercise of an Incentive Stock Option shall have an
interest rate or other terms that would cause any part of the
principal amount to be characterized as interest for purposes of
the Code.
17. Rule 16b-3 Plan. This Plan is intended and has been
drafted to comply in all respects with Rule 16b-3, as amended,
under the Exchange Act. If any provision of this Plan does not
comply with Rule 16b-3, as amended, this Plan shall be
automatically amended to comply with Rule 16b-3, as amended.
<PAGE>
Exhibit 4.2
SA HOLDINGS, INC.
INCENTIVE STOCK OPTION AGREEMENT
UNDER
1994 EMPLOYEE STOCK OPTION PLAN
NONTRANSFERABLE INCENTIVE STOCK OPTION AGREEMENT (this
"Agreement") entered into this ____ day of _________________,
199___, between SA HOLDINGS, INC., a Delaware corporation (the
"Company"), and ________________________________ (the "Optionee,"
which term as used herein shall be deemed to include any successor
to the Optionee by will or by the laws of descent and distribution,
unless the context shall otherwise require).
Pursuant to the Company's 1994 Employee Stock Option Plan
(the "Plan"), the Company, acting through the Employee Option Plan
Committee of its Board of Directors (the "Committee"), approved the
issuance to the Optionee, effective as of the date set forth above,
of an incentive stock option to purchase up to an aggregate of
____________ shares of common stock, $.0001 par value, of the
Company (the "Common Stock"), at the price of $____________ per
share (the "Option Price") which represents not less than 100% of
the fair market value of a share of Common Stock determined in
accordance with the Plan or 110% of the fair market value of a
share of Common Stock determined in accordance with the Plan in the
case of any stockholder of the Company who possesses more than 10%
of the total number of shares of Common Stock outstanding, upon the
terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual premises and
undertakings hereinafter set forth, the parties hereto agree as
follows:
1. Option; Option Price. On behalf of the Company, the
Committee hereby grants as of the date of this Agreement to the
Optionee the option (the "Option") to purchase, subject to the
terms and conditions of this Agreement and the Plan (which are
incorporated by reference herein and which in all cases shall
control in the event of any conflict with the terms, definitions
and provisions of this Agreement), _______________ shares of Common
Stock of the Company at an exercise price per share equal to the
Option Price, which Option is intended to qualify for Federal
income tax purposes as an "incentive stock option" within the
meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code"). A copy of the Plan as in effect on the date
hereof has been supplied to the Optionee, and the Optionee hereby
acknowledges receipt thereof.
2. Term. The term (the "Option Term") of the Option shall
commence on the date of this Agreement and shall expire on the
__________ anniversary of the date of this Agreement, unless such
Option shall theretofore have been terminated in accordance with
the terms hereof or of the Plan but in no event shall the Option
Term extend beyond ten (10) years from the date hereof, or if the
Optionee is the holder of more than 10% of the total number of
shares of
<PAGE>
Common Stock outstanding, in no event shall the Option Term extend
beyond five (5) years from the date hereof.
3. Vesting; Restrictions on Sale; Right of Repurchase. (a)
Unless accelerated, as set forth in the Plan or herein, the Option
granted hereunder shall vest and become exercisable on the date
which is six (6) months and one (1) day after the date of grant of
the Option (the "Option Vesting Date"). Subject to the provisions
of Sections 5 and 8 hereof, shares as to which the Option becomes
exercisable pursuant to the foregoing provisions may be purchased
at any time thereafter prior to the expiration or termination of
the Option. The shares of Common Stock acquired upon the exercise
of this Option may not be sold except in accordance with the
provisions of Exhibit A attached hereto. Further, if the Optionee
shall cease to be an employee of the Company or its subsidiaries
for any reason whatsoever (whether voluntary or involuntary and
whether or not for cause), prior to the expiration of the time
period set forth in said Exhibit A, the Company shall have the
exclusive and irrevocable right, but not the obligation (the
"Company's Right of Repurchase"), to require the Optionee to sell
to the Company an amount of shares of Common Stock equivalent to
the total number of shares acquired by the Optionee pursuant to the
terms of this Option for an amount per share equivalent to the
Option Price (the "Reacquisition Price"). The Company may exercise
the Company's Right of Repurchase by providing Optionee written
notice of its intention to do so. Thereafter, Optionee shall have
five (5) days to provide the Company with an appropriate Assignment
and such other instruments and documents as requested by the
Company and its counsel to effect such assignment to the Company.
Upon receipt of such documents, the Company shall pay to Optionee
the aggregate Reacquisition Price.
(b) Anything contained in this Agreement to the contrary
notwithstanding, the Option shall not be exercisable to the extent
that the aggregate Fair Market Value (as determined in accordance
with Section 7(a) of the Plan) on the date hereof of all stock with
respect to which incentive stock options are exercisable for the
first time by the Optionee during any calendar year (under the Plan
and all other plans of the Company and its subsidiaries, if any)
exceeds $100,000. Such prohibition on exercise shall be temporary
and shall not effect subsequent exercises if the restriction set
forth herein is not violated at such time.
4. Termination of Option. (a) The unexercised portion of
the Option shall automatically terminate and shall become null and
void and be of no further force or effect upon the first to occur
of the following:
(i) the expiration of the Option Term;
(ii) the expiration of three (3) months from the
date that the Optionee retires from the Company with the
written consent of the Company;
(iii) the expiration of twelve (12) months from
the date that the Optionee ceases to be an employee of the
Company or any of its subsidiaries as a result of the
Optionee's death or permanent and total disability (within
the meaning of Section 422(c)(6) of the Code);
<PAGE>
(iv) immediately (unless otherwise provided in
writing by agreement between the parties) if the Optionee
ceases to be an employee of the Company or any of its
subsidiaries for any reason whatsoever (whether voluntary or
involuntary and whether or not for cause);
(v) except to the extent permitted by Section
7(e) of the Plan, the date on which the Option or any part
thereof or right or privilege relating thereto is transferred
(otherwise than by will or the laws of descent and
distribution), assigned, pledged, hypothecated, attached or
otherwise disposed of by the Optionee.
(b) Anything contained herein to the contrary
notwithstanding, the Option shall not be affected by any change of
duties or position of the Optionee (including a transfer to or from
the Company or one of its subsidiaries), so long as the Optionee
continues to be an officer or employee of the Company or one of its
subsidiaries.
5. Procedure for Exercise. (a) The Option may be
exercised, from time to time, in whole or in part (but for the
purchase of whole shares only), by delivery of a written notice
(the "Notice") from the Optionee to the Vice President-Finance of
the Company, which Notice shall:
(i) state that the Optionee elects to exercise
the Option;
(ii) state the number of shares with respect to
which the Option is being exercised (the "Optioned Shares");
(iii) state the method of payment for the
Optioned Shares pursuant to Section 5(b);
(iv) state the date upon which the Optionee
desires to consummate the purchase of the Optioned Shares
(which date must be prior to the termination of such Option
and no later than thirty (30) days from the delivery of such
Notice);
(v) include any representations of the Optionee
required under Section 8(c); and
(vi) if the Option shall be exercised pursuant
to Section 10 by any person other than the Optionee, include
evidence to the satisfaction of the Committee of the right of
such person to exercise the Option.
(b) Payment of the Option Price for the Optioned Shares
shall be made (i) in cash or by personal or certified check, (ii)
by delivery of stock certificates (in negotiable form) representing
shares of Common Stock that have been owned of record by the
Optionee for at least six (6) months prior to the date of exercise
and that have a Fair Market Value on the date of exercise
(determined in the manner set forth in Section 7(a) of the Plan)
less than or equal
<PAGE>
to the aggregate Option Price of the Optioned Shares or (iii) a
combination of the methods set forth in the foregoing clauses (i)
and (ii).
(c) The Company shall issue a stock certificate in the
name of the Optionee (or such other person exercising the Option in
accordance with the provisions of Section 10) for the Optioned
Shares as soon as practicable after receipt of the Notice and
payment of the aggregate Option Price for such shares.
6. No Rights as a Stockholder. The Optionee shall not have
any privileges of a stockholder of the Company with respect to any
Optioned Shares until the date of issuance of a stock certificate
pursuant to Section 5(c).
7. Adjustments. If, at any time while the Option is
outstanding, the Common Stock is changed by reason of a
recapitalization, stock split, reverse stock split, stock dividend,
combination of shares, or converted into or exchanged for other
securities as a result of a merger, consolidation or
reorganization, the Committee shall make adjustments in the number
and class of shares of stock subject to the Option, and the Option
Price of the Option, subject to the provisions of Section 8 of the
Plan (or any similar or successor provisions of the Plan which may
be hereafter adopted).
8. Additional Provisions Related to Exercise. (a) The
Option shall be exercisable only on such date or dates and during
such period and for such number of shares of Common Stock as are
set forth in this Agreement.
(b) The Option may not at any one time be exercised as
to less than One Hundred (100) shares of Common Stock unless the
remaining shares which have become so purchasable are less than one
hundred (100) shares of Common Stock.
(c) To exercise the Option, the Optionee shall follow
the procedures set forth in Section 5 hereof. Upon the exercise of
the Option at a time when there is not in effect a registration
statement under the Securities Act relating to the shares of Common
Stock issuable upon exercise of the Option, the Committee in its
discretion may, as a condition to the exercise of the Option,
require the Optionee (i) to represent in writing that the shares of
Common Stock received upon exercise of the Option are being
acquired for investment and not with a view to distribution and
(ii) to make such other representations and warranties as are
deemed appropriate by counsel to the Company. No shares of Common
Stock shall be issued and delivered upon the exercise of the Option
unless and until the Company and/or the Optionee shall have
complied with all applicable Federal or state registration, listing
and/or qualification requirements and all other requirements of law
or of any regulatory agencies having jurisdiction.
(d) Stock certificates representing shares of Common
Stock acquired upon the exercise of the Option that have not been
registered under the Securities Act shall, if required by the
Committee, bear the following legend:
<PAGE>
"THESE SECURITIES HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933. THEY MAY
NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT AS TO THE SECURITIES
UNDER SAID ACT OR PURSUANT TO AN EXEMPTION
FROM REGISTRATION OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED."
9. No Evidence of Employment or Service. Nothing contained
in the Plan or this Agreement shall confer upon the Optionee any
right to continue in the employ of the Company or any of its
subsidiaries or interfere in any way with the right of the Company
or its subsidiaries (subject to the terms of any separate agreement
to the contrary) to terminate the Optionee's employment or to
increase or decrease the Optionee's compensation at any time.
10. Restriction on Transfer. The Option may not be
transferred, pledged, assigned, hypothecated or otherwise disposed
of in any way by the Optionee, except by will or by the laws of
descent and distribution, and may be exercised during the lifetime
of the Optionee only by the Optionee. If the Optionee dies, the
Option shall thereafter be exercisable, during the period specified
in Section 4(a)(iii), by his executors or administrators to the
full extent to which the Option was exercisable by the Optionee at
the time of his death. The Option shall not be subject to
execution, attachment or similar process. Any attempted
assignment, transfer, pledge, hypothecation or other disposition of
the Option contrary to the provisions hereof, and the levy of any
execution, attachment or similar process upon the Option, shall be
null and void and without effect.
11. Disqualifying Dispositions. If the shares of Common
Stock acquired upon the exercise of this Option are disposed of
within two (2) years following the date of this Agreement or one
(1) year following the issuance of shares of Common Stock pursuant
to the terms of this Agreement to the Optionee or the Optionee
otherwise makes a disposition within the meaning of Section 424(c)
of the Code and the regulations promulgated thereunder (a
"Disqualifying Disposition"), the Optionee shall, within ten (10)
days subsequent to such Disqualifying Disposition, notify the
Company in writing of the date, sales price or other value ascribed
to or used to measure the disposition of the shares thereof and the
other terms of such Disqualifying Disposition and shall immediately
deliver to the Company any amount of federal income tax withholding
required by law.
12. Merger, Consolidation, Sale of Assets, Etc., Resulting in
a Change of Control.
(a) In the event of a Change in Control (as hereinafter
defined), the Company's Right of Repurchase shall immediately be
and become null and void ab initio and shall no longer be
exercisable by the Company if, within that period equal to the
duration specified on Exhibit A hereto plus 6 months of such Change
in Control, the Optionee shall cease for any reason to be an
officer or employee of the Company. For purposes of this
Agreement,
<PAGE>
a Change in Control of the Company shall be deemed to have occurred
if (i) there shall be consummated (x) any consolidation or merger
of the Company in which the Company is not the continuing or
surviving corporation or pursuant to which shares of the Common
Stock would be converted into cash, securities or other property,
other than a merger of the Company in which the holders of the
Common Stock immediately prior to the merger have the same
proportionate ownership of Common Stock of the surviving
corporation immediately after the merger, or (y) any sale, lease,
exchange or other transfer (in one transaction or a series of
related transactions) of all, or substantially all, of the assets
of the Company; or (ii) the stockholders of the Company approve any
plan or proposal for the liquidation or dissolution of the Company;
or (iii) any person (as such term is used in Sections 13(d) and
14(d)(2) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")), shall become the beneficial owner (within the
meaning of Rule 13d-3 under the Exchange Act) of thirty percent
(30%) or more of the Company's outstanding Common Stock, except for
any person who had such beneficial ownership prior to the date
hereof; or (iv) during any period of two (2) consecutive years,
individuals who at the beginning of such period constitute the
entire Board of Directors shall cease for any reason to constitute
a majority thereof; provided, however, that an event or series of
events described in (i), (ii), (iii) or (iv) above shall not
constitute a Change in Control if a majority of the directors in
office who were also directors on the date which is three (3) years
prior to the occurrence of such an event shall so determine.
(b) Any exercise of the Option permitted pursuant to
Section 12(a) shall be made within 180 days of the Optionee's
termination as an employee or officer of the Company.
13. Notices. All notices or other communications which are
required or permitted hereunder shall be in writing and sufficient
if (i) personally delivered, (ii) sent by nationally-recognized
overnight courier or (iii) sent by registered or certified mail,
postage prepaid, return receipt requested, addressed as follows:
if to the Optionee, to the address set forth on the
signature page hereto; and
if to the Company, to:
SA Holdings, Inc.
1912 Avenue K, Suite 100
Plano, Texas 75074
Attention: Vice President-Finance
or to such other address as the party to whom notice is to be given
may have furnished to each other party in writing in accordance
herewith. Any such communication shall be deemed to have been
given (i) when delivered, if personally delivered, (ii) on the
first Business Day (as hereinafter defined) after dispatch, if sent
by nationally-recognized overnight courier and (iii) on the third
Business Day following the date on which the piece of mail
containing such communication is posted, if sent by mail. As used
herein, "Business Day" means a day that is not a Saturday, Sunday
or a day on which banking institutions in the city to which the
notice or communication is to be sent are not required to be open.
<PAGE>
14. No Waiver. No waiver of any breach or condition of this
Agreement shall be deemed to be a waiver of any other or subsequent
breach or condition, whether of like or different nature.
15. Optionee Undertaking. The Optionee hereby agrees to
take whatever additional actions and execute whatever additional
documents the Company or its counsel may in their reasonable
judgment deem necessary or advisable in order to carry out or
effect one or more of the obligations or restrictions imposed on
the Optionee pursuant to the express provisions of this Agreement.
16. Modification of Rights. The rights of the Optionee are
subject to modification and termination in certain events as
provided in this Agreement and the Plan.
17. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware
applicable to contracts made and to be wholly performed therein.
18. Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an original,
but all of which together shall constitute one and the same
instrument.
19. Entire Agreement. This Agreement and the Plan
constitute the entire agreement between the parties with respect to
the subject matter hereof, and supersede all previously written or
oral negotiations, commitments, representations and agreements with
respect thereto.
SA HOLDINGS, INC.
By:_____________________________________
Name:___________________________________
Title:__________________________________
OPTIONEE:
________________________________________
Name:___________________________________
Address:________________________________
________________________________
________________________________
<PAGE>
EXHIBIT A
TO
STOCK OPTION AGREEMENT
UNDER
1994 STOCK OPTION PLAN
Duration: 18 months
Any shares of Common Stock acquired upon the exercise in
whole or in part of this Option may not be assigned, transferred or
sold by Optionee except as set forth herein. Commencing on that
date which is one month after the Option Vesting Date (such date
being referred to herein as "Restriction Lapse Date No. 1"), and on
the same day of each successive calendar month thereafter (each
such date being referred to herein as the next successive
Restriction Lapse Date until Restriction Lapse Date No. 18), the
restrictions for assignment, transfer or sale set forth in this
Agreement shall expire as to, but not more than, the aggregate
number of shares of Common Stock determined in accordance with the
terms of the Agreement and the schedule set forth below, provided
that any shares of Common Stock so assigned, transferred or sold
following exercise of this Option shall be deducted from the
aggregate amount which may be disposed of hereunder.
<TABLE>
<CAPTION>
Aggregate Number of shares of Common Stock
(expressed as a fraction of total number
Restriction of Optioned Shares acquired hereunder)
Lapse Date No. which may be sold
- -------------- ------------------------------------------
<S> <C>
1 1/18
2 2/18
3 3/18
4 4/18
5 5/18
6 6/18
7 7/18
8 8/18
9 9/18
10 10/18
11 11/18
12 12/18
13 13/18
14 14/18
15 15/18
16 16/18
17 17/18
18 18/18
</TABLE>
<PAGE>
EXHIBIT A
TO
STOCK OPTION AGREEMENT
UNDER
1994 STOCK OPTION PLAN
Duration: 24 months
Any shares of Common Stock acquired upon the exercise in
whole or in part of this Option may not be assigned, transferred or
sold by Optionee except as set forth herein. Commencing on that
date which is one month after the Option Vesting Date (such date
being referred to herein as "Restriction Lapse Date No. 1"), and on
the same day of each successive calendar month thereafter (each
such date being referred to herein as the next successive
Restriction Lapse Date until Restriction Lapse Date No. 24), the
restrictions for assignment, transfer or sale set forth in this
Agreement shall expire as to, but not more than, the aggregate
number of shares of Common Stock determined in accordance with the
terms of the Agreement and the schedule set forth below, provided
that any shares of Common Stock so assigned, transferred or sold
following exercise of this Option shall be deducted from the
aggregate amount which may be disposed of hereunder.
<TABLE>
<CAPTION>
Aggregate Number of shares of Common Stock
(expressed as a fraction of total number
Restriction of Optioned Shares acquired hereunder)
Lapse Date No. which may be sold
- -------------- ------------------------------------------
<S> <C>
1 1/24
2 2/24
3 3/24
4 4/24
5 5/24
6 6/24
7 7/24
8 8/24
9 9/24
10 10/24
11 11/24
12 12/24
13 13/24
14 14/24
15 15/24
16 16/24
17 17/24
18 18/24
19 19/24
20 20/24
21 21/24
22 22/24
23 23/24
24 24/24
</TABLE>
<PAGE>
EXHIBIT A
TO
STOCK OPTION AGREEMENT
UNDER
1994 STOCK OPTION PLAN
Duration: 30 months
Any shares of Common Stock acquired upon the exercise in
whole or in part of this Option may not be assigned, transferred or
sold by Optionee except as set forth herein. Commencing on that
date which is one month after the Option Vesting Date (such date
being referred to herein as "Restriction Lapse Date No. 1"), and on
the same day of each successive calendar month thereafter (each
such date being referred to herein as the next successive
Restriction Lapse Date until Restriction Lapse Date No. 30), the
restrictions for assignment, transfer or sale set forth in this
Agreement shall expire as to, but not more than, the aggregate
number of shares of Common Stock determined in accordance with the
terms of the Agreement and the schedule set forth below, provided
that any shares of Common Stock so assigned, transferred or sold
following exercise of this Option shall be deducted from the
aggregate amount which may be disposed of hereunder.
<TABLE>
<CAPTION>
Aggregate Number of shares of Common Stock
(expressed as a fraction of total number
Restriction of Optioned Shares acquired hereunder)
Lapse Date No. which may be sold
- -------------- ------------------------------------------
<S> <C>
1 1/30
2 2/30
3 3/30
4 4/30
5 5/30
6 6/30
7 7/30
8 8/30
9 9/30
10 10/30
11 11/30
12 12/30
13 13/30
14 14/30
15 15/30
16 16/30
17 17/30
18 18/30
19 19/30
20 20/30
21 21/30
22 22/30
23 23/30
24 24/30
25 25/30
26 26/30
27 27/30
28 28/30
29 29/30
30 30/30
</TABLE>
<PAGE>
Exhibit 4.3
SA HOLDINGS, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
UNDER
1994 EMPLOYEE STOCK OPTION PLAN
NONTRANSFERABLE NON-QUALIFIED STOCK OPTION AGREEMENT (this
"Agreement") entered into this ____ day of _________________,
199___, between SA HOLDINGS, INC., a Delaware corporation (the
"Company"), and ________________________________ (the "Optionee,"
which term as used herein shall be deemed to include any successor
to the Optionee by will or by the laws of descent and distribution,
unless the context shall otherwise require).
Pursuant to the Company's 1994 Employee Stock Option Plan (the
"Plan"), the Company, acting through the Employee Option Plan
Committee of its Board of Directors (the "Committee"), approved the
issuance to the Optionee, effective as of the date set forth above,
of a non-qualified option to purchase up to an aggregate of
____________ shares of common stock, $.0001 par value, of the
Company (the "Common Stock"), at the price of $____________ per
share (the "Option Price"), upon the terms and conditions
hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual premises and
undertakings hereinafter set forth, the parties hereto agree as
follows:
1. Option; Option Price. On behalf of the Company, the
Committee hereby grants as of the date of this Agreement to the
Optionee the option (the "Option") to purchase, subject to the
terms and conditions of this Agreement and the Plan (which are
incorporated by reference herein and which in all cases shall
control in the event of any conflict with the terms, definitions
and provisions of this Agreement), _______________ shares of Common
Stock of the Company at an exercise price per share equal to the
Option Price, which Option is not intended to qualify for Federal
income tax purposes as an "incentive stock option" within the
meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code"). A copy of the Plan as in effect on the date
hereof has been supplied to the Optionee, and the Optionee hereby
acknowledges receipt thereof.
2. Term. The term (the "Option Term") of the Option shall
commence on the date of this Agreement and shall expire on the
__________ anniversary of the date of this Agreement, unless such
Option shall theretofore have been terminated in accordance with
the terms hereof or of the Plan but in no event shall the Option
Term extend beyond ten (10) years from the date hereof.
3. Vesting; Restrictions on Sale; Right of Repurchase.
Unless accelerated as set forth in the Plan or herein, the Option
granted pursuant to the terms of this Agreement shall vest and
become exercisable on the date which is six (6) months and one (1)
day after the date of grant of the Option (the "Option Vesting
Date"). Subject to the provisions of Sections 5 and 8
<PAGE>
hereof, shares as to which the Option becomes exercisable pursuant
to the foregoing provisions may be purchased at any time thereafter
prior to the expiration or termination of the Option. Any shares
of Common Stock acquired upon the exercise of this Option may not
be sold except in accordance with Exhibit A hereto. Further, if
the Optionee shall cease to be an employee of the Company or its
subsidiaries for any reason whatsoever (whether voluntary or
involuntary and whether or not for cause), prior to the expiration
of the time period set forth on Exhibit A hereto, the Company shall
have the exclusive and irrevocable right, but not the obligation
(the "Company's Right of Repurchase"), to require the Optionee to
sell to the Company an amount of shares of Common Stock equivalent
to the total number of shares acquired by the Optionee pursuant to
the terms of this Option for an amount per share equivalent to the
Option Price (the "Reacquisition Price"). The Company may exercise
the Company's Right of Repurchase by providing Optionee written
notice of its intention to do so. Thereafter, Optionee shall have
five (5) days to provide the Company with an appropriate Assignment
and such other instruments and documents as requested by the
Company and its counsel to effect such assignment to the Company.
Upon receipt of such documents, the Company shall pay to Optionee
the aggregate Reacquisition Price.
4. Termination of Option. (a) The unexercised portion of
the Option shall automatically terminate and shall become null and
void and be of no further force or effect upon the first to occur
of the following:
(i) the expiration of the Option Term;
(ii) the expiration of three (3) months from the
date that the Optionee retires from the Company with the
written consent of the Company;
(iii) the expiration of twelve (12) months from
the date that the Optionee ceases to be an employee of the
Company or any of its subsidiaries as a result of the
Optionee's death or permanent and total disability (within the
meaning of Section 422(c)(6) of the Code);
(iv) immediately (unless otherwise provided in
writing by agreement between the parties) if the Optionee
ceases to be an employee of the Company or any of its
subsidiaries for any reason whatsoever (whether voluntary or
involuntary and whether or not for cause);
(v) except to the extent permitted by Section 7(e)
of the Plan, the date on which the Option or any part thereof
or right or privilege relating thereto is transferred
(otherwise than by will or the laws of descent and
distribution), assigned, pledged, hypothecated, attached or
otherwise disposed of by the Optionee.
(b) Anything contained herein to the contrary
notwithstanding, the Option shall not be affected by any change of
duties or position of the Optionee (including a transfer to or from
the Company or one of its subsidiaries), so long as the Optionee
continues to be an officer or employee of the Company or one of its
subsidiaries.
<PAGE>
5. Procedure for Exercise. (a) The Option may be
exercised, from time to time, in whole or in part (but for the
purchase of whole shares only), by delivery of a written notice
(the "Notice") from the Optionee to the Vice President-Finance of
the Company, which Notice shall:
(i) state that the Optionee elects to exercise the
Option;
(ii) state the number of shares with respect to
which the Option is being exercised (the "Optioned Shares");
(iii) state the method of payment for the
Optioned Shares pursuant to Section 5(b);
(iv) state the date upon which the Optionee desires
to consummate the purchase of the Optioned Shares (which date
must be prior to the termination of such Option and no later
than thirty (30) days from the delivery of such Notice);
(v) include any representations of the Optionee
required under Section 8(c); and
(vi) if the Option shall be exercised pursuant to
Section 10 by any person other than the Optionee, include
evidence to the satisfaction of the Committee of the right of
such person to exercise the Option.
(b) Payment of the Option Price for the Optioned Shares
shall be made (i) in cash or by personal or certified check, (ii)
by delivery of stock certificates (in negotiable form) representing
shares of Common Stock that have been owned of record by the
Optionee for at least six (6) months prior to the date of exercise
and that have a Fair Market Value on the date of exercise
(determined in the manner set forth in Section 7(a) of the Plan)
less than or equal to the aggregate Option Price of the Optioned
Shares or (iii) a combination of the methods set forth in the
foregoing clauses (i) and (ii).
(c) The Company shall issue a stock certificate in the
name of the Optionee (or such other person exercising the Option in
accordance with the provisions of Section 10) for the Optioned
Shares as soon as practicable after receipt of the Notice and
payment of the aggregate Option Price for such shares.
6. No Rights as a Stockholder. The Optionee shall not have
any privileges of a stockholder of the Company with respect to any
Optioned Shares until the date of issuance of a stock certificate
pursuant to Section 5(c).
7. Adjustments. If, at any time while the Option is
outstanding, the Common Stock is changed by reason of a
recapitalization, stock split, reverse stock split, stock dividend,
combination of shares, or converted into or exchanged for other
securities as a result of a merger, consolidation or
reorganization, the Committee shall make adjustments in the number
<PAGE>
and class of shares of stock subject to the Option, and the Option
Price of the Option, subject to the provisions of Section 8 of the
Plan (or any similar or successor provisions of the Plan which may
be hereafter adopted).
8. Additional Provisions Related to Exercise. (a) The
Option shall be exercisable only on such date or dates and during
such period and for such number of shares of Common Stock as are
set forth in this Agreement.
(b) The Option may not at any one time be exercised as
to less than One Hundred (100) shares of Common Stock unless the
remaining shares which have become so purchasable are less than one
hundred (100) shares of Common Stock.
(c) To exercise the Option, the Optionee shall follow
the procedures set forth in Section 5 hereof. Upon the exercise of
the Option at a time when there is not in effect a registration
statement under the Securities Act relating to the shares of Common
Stock issuable upon exercise of the Option, the Committee in its
discretion may, as a condition to the exercise of the Option,
require the Optionee (i) to represent in writing that the shares of
Common Stock received upon exercise of the Option are being
acquired for investment and not with a view to distribution and
(ii) to make such other representations and warranties as are
deemed appropriate by counsel to the Company. No shares of Common
Stock shall be issued and delivered upon the exercise of the Option
unless and until the Company and/or the Optionee shall have
complied with all applicable Federal or state registration, listing
and/or qualification requirements and all other requirements of law
or of any regulatory agencies having jurisdiction.
(d) Stock certificates representing shares of Common
Stock acquired upon the exercise of the Option that have not been
registered under the Securities Act shall, if required by the
Committee, bear the following legend:
"THESE SECURITIES HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933. THEY MAY
NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT AS TO THE SECURITIES
UNDER SAID ACT OR PURSUANT TO AN EXEMPTION
FROM REGISTRATION OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED."
9. No Evidence of Employment or Service. Nothing contained
in the Plan or this Agreement shall confer upon the Optionee any
right to continue in the employ of the Company or any of its
subsidiaries or interfere in any way with the right of the Company
or its subsidiaries (subject to the terms of any separate agreement
to the contrary) to terminate the Optionee's employment or to
increase or decrease the Optionee's compensation at any time.
<PAGE>
10. Restriction on Transfer. The Option may not be
transferred, pledged, assigned, hypothecated or otherwise disposed
of in any way by the Optionee, except by will or by the laws of
descent and distribution, and may be exercised during the lifetime
of the Optionee only by the Optionee. If the Optionee dies, the
Option shall thereafter be exercisable, during the period specified
in Section 4(a)(iii), by his executors or administrators to the
full extent to which the Option was exercisable by the Optionee at
the time of his death. The Option shall not be subject to
execution, attachment or similar process. Any attempted
assignment, transfer, pledge, hypothecation or other disposition of
the Option contrary to the provisions hereof, and the levy of any
execution, attachment or similar process upon the Option, shall be
null and void and without effect.
11. Taxes. Whenever under the Plan shares of Common Stock
are to be delivered to an Optionee upon exercise of an Option, the
Company shall require as a condition of delivery that the Optionee
remit or, in appropriate cases, agree to remit when due, an amount
sufficient to satisfy all current or estimated future Federal,
state and local withholding tax and employment tax requirements
relating thereto.
12. Merger, Consolidation, Sale of Assets, Etc., Resulting in
a Change of Control.
(a) In the event of a Change in Control (as hereinafter
defined), the Company's Right of Repurchase shall immediately be
and become null and void ab initio and shall no longer be
exercisable by the Company if, within that period equal to the
duration specified on Exhibit A hereto plus 6 months of such Change
in Control, the Optionee shall cease for any reason to be an
officer or employee of the Company. For purposes of this
Agreement, a Change in Control of the Company shall be deemed to
have occurred if (i) there shall be consummated (x) any
consolidation or merger of the Company in which the Company is not
the continuing or surviving corporation or pursuant to which shares
of the Common Stock would be converted into cash, securities or
other property, other than a merger of the Company in which the
holders of the Common Stock immediately prior to the merger have
the same proportionate ownership of Common Stock of the surviving
corporation immediately after the merger, or (y) any sale, lease,
exchange or other transfer (in one transaction or a series of
related transactions) of all, or substantially all, of the assets
of the Company; or (ii) the stockholders of the Company approve any
plan or proposal for the liquidation or dissolution of the Company;
or (iii) any person (as such term is used in Sections 13(d) and
14(d)(2) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")), shall become the beneficial owner (within the
meaning of Rule 13d-3 under the Exchange Act) of thirty percent
(30%) or more of the Company's outstanding Common Stock, except for
any person who had such beneficial ownership prior to the date
hereof; or (iv) during any period of two (2) consecutive years,
individuals who at the beginning of such period constitute the
entire Board of Directors shall cease for any reason to constitute
a majority thereof; provided, however, that an event or series of
events described in (i), (ii), (iii) or (iv) above shall not
constitute a Change in Control if a majority of the directors in
office who were also directors on the date which is three (3) years
prior to the occurrence of such an event shall so determine.
<PAGE>
(b) Any exercise of the Option permitted pursuant to
Section 12(a) shall be made within 180 days of the Optionee's
termination as an employee or officer of the Company.
13. Notices. All notices or other communications which are
required or permitted hereunder shall be in writing and sufficient
if (i) personally delivered, (ii) sent by nationally-recognized
overnight courier or (iii) sent by registered or certified mail,
postage prepaid, return receipt requested, addressed as follows:
if to the Optionee, to the address set forth on the
signature page hereto; and
if to the Company, to:
SA Holdings, Inc.
1912 Avenue K, Suite 100
Plano, Texas 75074
Attention: Vice President-Finance
or to such other address as the party to whom notice is to be given
may have furnished to each other party in writing in accordance
herewith. Any such communication shall be deemed to have been
given (i) when delivered, if personally delivered, (ii) on the
first Business Day (as hereinafter defined) after dispatch, if sent
by nationally-recognized overnight courier and (iii) on the third
Business Day following the date on which the piece of mail
containing such communication is posted, if sent by mail. As used
herein, "Business Day" means a day that is not a Saturday, Sunday
or a day on which banking institutions in the city to which the
notice or communication is to be sent are not required to be open.
14. No Waiver. No waiver of any breach or condition of this
Agreement shall be deemed to be a waiver of any other or subsequent
breach or condition, whether of like or different nature.
15. Optionee Undertaking. The Optionee hereby agrees to take
whatever additional actions and execute whatever additional
documents the Company or its counsel may in their reasonable
judgment deem necessary or advisable in order to carry out or
effect one or more of the obligations or restrictions imposed on
the Optionee pursuant to the express provisions of this Agreement.
16. Modification of Rights. The rights of the Optionee are
subject to modification and termination in certain events as
provided in this Agreement and the Plan.
17. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware
applicable to contracts made and to be wholly performed therein.
<PAGE>
18. Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an original,
but all of which together shall constitute one and the same
instrument.
19. Entire Agreement. This Agreement and the Plan constitute
the entire agreement between the parties with respect to the
subject matter hereof, and supersede all previously written or oral
negotiations, commitments, representations and agreements with
respect thereto.
SA HOLDINGS, INC.
By:________________________________
Name:______________________________
Title:_____________________________
OPTIONEE:
___________________________________
Name:______________________________
Address:___________________________
___________________________
___________________________
<PAGE>
EXHIBIT A
TO
STOCK OPTION AGREEMENT
UNDER
1994 STOCK OPTION PLAN
Duration: 18 months
Any shares of Common Stock acquired upon the exercise in whole
or in part of this Option may not be assigned, transferred or sold
by Optionee except as set forth herein. Commencing on that date
which is one month after the Option Vesting Date (such date being
referred to herein as "Restriction Lapse Date No. 1"), and on the
same day of each successive calendar month thereafter (each such
date being referred to herein as the next successive Restriction
Lapse Date until Restriction Lapse Date No. 18), the restrictions,
transfer or sale set forth in this Agreement shall expire as to,
but not more than, the aggregate number of shares of Common Stock
determined in accordance with the terms of the Agreement and the
schedule set forth below, provided that any shares of Common Stock
so assigned, transferred or sold following exercise of this Option
shall be deducted from the aggregate amount which may be disposed
of hereunder.
<TABLE>
<CAPTION>
Aggregate Number of shares of Common Stock
(expressed as a fraction of total number
Restriction of Optioned Shares acquired hereunder)
Lapse Date No. which may be sold
- -------------- ------------------------------------------
<S> <C>
1 1/18
2 2/18
3 3/18
4 4/18
5 5/18
6 6/18
7 7/18
8 8/18
9 9/18
10 10/18
11 11/18
12 12/18
13 13/18
14 14/18
15 15/18
16 16/18
17 17/18
18 18/18
</TABLE>
<PAGE>
EXHIBIT A
TO
STOCK OPTION AGREEMENT
UNDER
1994 STOCK OPTION PLAN
Duration: 24 months
Any shares of Common Stock acquired upon the exercise in whole
or in part of this Option may not be assigned, transferred or sold
by Optionee except as set forth herein. Commencing on that date
which is one month after the Option Vesting Date (such date being
referred to herein as "Restriction Lapse Date No. 1"), and on the
same day of each successive calendar month thereafter (each such
date being referred to herein as the next successive Restriction
Lapse Date until Restriction Lapse Date No. 24), the restrictions
for assignment, transfer or sale set forth in this Agreement shall
expire as to, but not more than, the aggregate number of shares of
Common Stock determined in accordance with the terms of the
Agreement and the schedule set forth below, provided that any
shares of Common Stock so assigned, transferred or sold following
exercise of this Option shall be deducted from the aggregate amount
which may be disposed of hereunder.
<TABLE>
<CAPTION>
Aggregate Number of shares of Common Stock
(expressed as a fraction of total number
Restriction of Optioned Shares acquired hereunder)
Lapse Date No. which may be sold
- -------------- ------------------------------------------
<S> <C>
1 1/24
2 2/24
3 3/24
4 4/24
5 5/24
6 6/24
7 7/24
8 8/24
9 9/24
10 10/24
11 11/24
12 12/24
13 13/24
14 14/24
15 15/24
16 16/14
17 17/24
18 18/24
19 19/24
20 20/24
21 21/24
22 22/24
23 23/24
24 24/24
</TABLE>
<PAGE>
EXHIBIT A
TO
STOCK OPTION AGREEMENT
UNDER
1994 STOCK OPTION PLAN
Duration: 30 months
Any shares of Common Stock acquired upon the exercise in whole
or in part of this Option may not be assigned, transferred or sold
by Optionee except as set forth herein. Commencing on that date
which is one month after the Option Vesting Date (such date being
referred to herein as "Restriction Lapse Date No. 1"), and on the
same day of each successive calendar month thereafter (each such
date being referred to herein as the next successive Restriction
Lapse Date until Restriction Lapse Date No. 30), the restrictions
for assignment, transfer or sale set forth in this Agreement shall
expire as to, but not more than, the aggregate number of shares of
Common Stock determined in accordance with the terms of the
Agreement and the schedule set forth below, provided that any
shares of Common Stock so assigned, transferred or sold following
exercise of this Option shall be deducted from the aggregate amount
which may be disposed of hereunder.
<TABLE>
<CAPTION>
Aggregate Number of shares of Common Stock
(expressed as a fraction of total number
Restriction of Optioned Shares acquired hereunder)
Lapse Date No. which may be sold
- -------------- ------------------------------------------
<S> <C>
1 1/30
2 2/30
3 3/30
4 4/30
5 5/30
6 6/30
7 7/30
8 8/30
9 9/30
10 10/30
11 11/30
12 12/30
13 13/30
14 14/30
15 15/30
16 16/30
17 17/30
18 18/30
19 19/30
20 20/30
21 21/30
22 22/30
23 23/30
24 24/30
25 25/30
26 26/30
27 27/30
28 28/30
29 29/30
30 30/30
</TABLE>
<PAGE>
Exhibit 5.1
ARTER & HADDEN
1717 Main Street, Suite 4100
Dallas, Texas 75201
(214) 761-2100
March 6, 1996
SA Telecommunications, Inc.
1912 Avenue K, Suite 100
Plano, Texas 75074-5959
Re: SA Telecommunications, Inc.
Registration Statement on Form S-8
1994 Employee Stock Option Plan
Gentlemen:
We have acted as counsel to SA Telecommunications, Inc., a
Delaware corporation (the "Company"), in connection with the
preparation of the Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and
Exchange Commission on or about March 1, 1996, under the Securities
Act of 1933, as amended (the "Securities Act"), relating to
2,000,000 shares of the $0.0001 par value common stock (the "Common
Stock") of the Company that will be issued on the exercise of stock
options (collectively, the "Options") granted or that may be
granted under the SA Telecommunications, Inc. 1994 Employee Stock
Option Plan (the "Employee Plan").
You have requested the opinion of this firm with respect to
certain legal aspects of the Registration Statement. In connection
therewith, we have examined and relied upon the original, or copies
identified to our satisfaction, of (1) the Certificate of
Incorporation and the Bylaws of the Company, as both have been
amended; (2) minutes and records of the corporate proceedings of
the Company with respect to the establishment, approval and
amendment of the Employee Plan, the granting of the Options under
the Employee Plan, the issuance of shares of Common Stock pursuant
to the Employee Plan and related matters; (3) the Registration
Statement and exhibits thereto, including the Employee Plan and the
option agreements listed as exhibits to the Registration Statement;
and (4) such other documents and instruments as we have deemed
necessary for the expression of the opinions herein contained. In
making the foregoing examinations, we have assumed the genuineness
of all signatures and the authenticity of all documents submitted
to us as originals, and the conformity to original documents of all
documents submitted to us as certified or photostatic copies. As
to various questions of fact material to this opinion, and
<PAGE>
as to the content and form of the Certificate of Incorporation, the
Bylaws, minutes, records, resolutions and other documents or
writings of the Company, we have relied, to the extent we deem
reasonably appropriate, upon representations or certificates of
officers or directors of the Company and upon documents, records
and instruments furnished to us by the Company, without independent
check or verification of their accuracy.
Based upon our examination, consideration of, and reliance on
the documents and other matters described above, and subject to the
comments and exceptions noted below, we are of the opinion that,
assuming (i) the outstanding Options were duly granted and the
Options to be granted in the future will be duly granted in
accordance with the terms of the Employee Plan, (ii) the Company
maintains an adequate number of authorized but unissued shares
and/or treasury shares of Common Stock available for issuance to
those persons who exercise Options granted under the Employee Plan,
(iii) the exercise of Options is in accordance with the provisions
thereof and in accordance with the provisions of the Employee Plan,
and (iv) the consideration for the shares of Common Stock issuable
upon the exercise of such Options is actually received by the
Company as provided in the Employee Plan and the particular Option
and such consideration exceeds the par value of such shares, then
the shares of Common Stock issued pursuant to the exercise of the
Options will be validly issued, fully paid and nonassessable.
We bring to your attention the fact that this legal opinion is
an expression of professional judgment and not a guaranty of
result. This opinion is rendered as of the date hereof, and we
undertake no, and hereby disclaim any, obligation to advise you of
any changes in or new developments that might affect any matters or
opinions set forth herein.
This opinion is limited in all respects to the General
Corporation Law of the State of Delaware as in effect on the date
hereof; however, we are not members of the Bar of the State of
Delaware and our knowledge of its General Corporation Law is
derived from a reading of the most recent compilation of that
statute available to us without consideration of any judicial or
administrative interpretations thereof.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to references to our firm
included in or made a part of the Registration Statement. In
giving this consent, we do not admit that we come within the
category of
<PAGE>
person whose consent is required under Section 7 of the Securities
Act or the Rules and Regulations of the Securities and Exchange
Commission thereunder. This opinion may not be relied upon by any
person other than the addressee identified above.
Very truly yours,
/s/ Arter & Hadden
ARTER & HADDEN
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Prospectus constituting part of this Registration Statement on Form
S-3 of our report dated April 12, 1995 appearing on page F-3 of SA
Holdings, Inc.'s (now known as SA Telecommunications, Inc.) Annual
Report on Form 10-KSB for the year ended December 31, 1994.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Dallas, Texas
March 5, 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
March 5, 1996
<PAGE>
Exhibit 23.4
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 on U.S. Communications, Inc. dated April 21, 1995
included in the Form 8-K/A-2 of SA Telecommunications, Inc. (now
known as SA Telecommunications, Inc.) dated July 31, 1995. We also
consent to the reference to us under the heading "Experts" in such
Registration Statement.
Duff and Anderson, P.C.
/s/ Duff and Anderson, P.C.
Levelland, Texas
March 1, 1996
<PAGE>
Exhibit 23.5
CONSENT OF INDEPENDENT ACCOUNTANTS'
We hereby consent to the incorporation by reference in this
Prospectus constituting part of this Registration Statement on Form
S-8 of our report on Long Distance Network, Inc. dated June 22,
1994 appearing on page F-1 of SA Telecommunications, Inc. Current
Report on Form 8-K/A-2 dated May 16, 1994. We also consent to the
reference to us under the heading "Experts" in such Prospectus.
/s/ Samson, Robbins & Associates, P.L.L.C.
SAMSON, ROBBINS & ASSOCIATES, P.L.L.C.
Dallas, Texas
March 1, 1996
