<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 NON-EMPLOYEE DIRECTOR 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 1,000,000 Shares (2) $2,441,719 $842
($.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 Non-Employee Director 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
(157,500 shares of Common Stock) may be exercised is $388,125
and (ii) the maximum proposed offering price at which unissued
options may be exercised under the Plan (842,500 shares of Common
Stock) is $2,053,594 calculated on the basis of the closing
sale price per share of Common Stock on the Nasdaq Stock
Market's Small Cap 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 Non-Employee Directors
Stock Option Plan (the "Plan") (filed
herewith)
4.2 Form of 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 Non-Employee Directors
Stock Option Plan (the "Plan") (filed
herewith)
4.2 Form of 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
1994 STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
OF
SA HOLDINGS, INC.
1. Purpose. The purpose of this Plan is to advance the
interests of SA Holdings, Inc., a Delaware corporation (the
"Company"), by providing an additional incentive to attract and
retain qualified and competent directors, upon whose efforts and
judgment the success of the Company is largely dependent, through
the encouragement of stock ownership in the Company by such
persons.
2. Definitions. As used herein, the following terms shall
have the meaning indicated:
(a) "Board" shall mean the Board of Directors of SA
Holdings, Inc.
(b) "Committee" shall mean the director stock option
committee, if any, appointed by the Board pursuant to Section 11
hereof.
(c) "Date of Grant" shall mean the date on which an
Option is granted to an Eligible Person pursuant to Section 4(c)
hereof.
(d) "Director" shall mean a member of the Board.
(e) "Eligible Person(s)" shall mean those persons who
are Directors of the Company and who are not employees of the
Company or a Subsidiary.
(f) "Fair Market Value" of a Share on any date of
reference shall be the Closing Price on the business day
immediately preceding such date. For this purpose, the Closing
Price of the Shares on any business day shall be (i) if the Shares
are listed or admitted for trading on any United States national
securities exchange, the last reported sale price of Shares on such
exchange, as reported in any newspaper of general circulation, (ii)
if actual transactions in the Shares 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 Shares on
such system, (iii) if Shares are otherwise quoted on the National
Association of Securities Dealers 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 Shares 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 Shares as reported by the National Daily Quotation Service if
at least two securities dealers have inserted both bid and asked
quotations for Shares on at least five (5) of the ten (10)
preceding days.
(g) "Internal Revenue Code" or "Code" shall mean the
Internal Revenue Code of 1986, as it now exists or may be amended
from time to time.
<PAGE>
(h) "Nonincentive Stock Option" shall mean an option
that is not an incentive stock option as defined in Section 422 of
the Internal Revenue Code.
(i) "Option" (when capitalized) shall mean any option
granted under this Plan.
(j) "Optionee" shall mean a person to whom a stock
option is granted under this Plan or any successor to the rights of
such person under this Plan by reason of the death of such person.
(k) "Plan" shall mean this 1994 Stock Option Plan for
Non-Employee Directors of SA Holdings, Inc.
(l) "Share(s)" shall mean a share or shares of the
common stock, par value $0.0001 per share, of the Company.
(m) "Subsidiary" shall mean any corporation (other than
the Company) in any unbroken chain of corporations beginning with
the Company if, at the time of the granting of the Option, each of
the corporations other than the last corporation in the unbroken
chain owns stock possessing more than 50% of the total combined
voting power of all classes of stock in one of the other
corporations in such chain.
3. Shares and Options. The maximum number of Shares to be
issued pursuant to Options under this Plan shall be One Million
(1,000,000) Shares. Shares issued pursuant to options granted
under this Plan may be issued from Shares held in the Company's
treasury or from authorized and unissued Shares. If any Option
granted under this Plan shall terminate, expire, or be cancelled or
surrendered as to any Shares, new Options may thereafter be granted
covering such Shares. Any Option granted hereunder shall be a
Nonincentive Stock Option.
4. Automatic Grant of Options. (a) Options shall
automatically be granted to Eligible Persons as provided in this
Section 4. Each Option shall be evidenced by an option agreement
(an "Option Agreement") and shall contain such terms as are not
inconsistent with this Plan or any applicable law. Any person who
files with the Committee, in a form satisfactory to the Committee,
a written waiver of eligibility to receive any Option under this
Plan shall not be eligible to receive any Option under this Plan
for the duration of such waiver.
(b) The Options automatically granted to Directors under
this Plan shall be in addition to regular director's fees or other
benefits, if any, with respect to the Director's position with the
Company or its Subsidiaries. Neither the Plan nor any Option
granted under the Plan shall confer upon any person any right to
continue to serve as a Director.
(c) Options shall be automatically granted as follows:
(i) Each Eligible Person shall automatically
receive an Option to purchase Ten Thousand (10,000) Shares and
an additional Option to purchase Two Thousand Five Hundred
(2,500) Shares with respect to each Committee of the Board
that
<PAGE>
such Eligible Person has been appointed to on the day
following any annual meeting of stockholders of the Company at
which such person is duly elected as a Director of the
Company; provided, however, that if such Director previously
received a grant of an Option within one hundred eighty five
(185) days, such Eligible Person shall not be entitled to
receive any Option pursuant to this Section 4(c)(i);
(ii) Any person who first becomes an Eligible Person
other than at an annual meeting of stockholders shall
automatically receive an Option exercisable for Ten Thousand
(10,000) Shares and an additional Option to purchase Two
Thousand Five Hundred (2,500) Shares with respect to each
Committee of the Board such person has been appointed to, on
the day following such person first becoming an Eligible
Person.
In each case, the Options shall vest and become
exercisable on the day following the six month anniversary of the
applicable Date of Grant. As provided in the Option Agreement, all
Shares purchased upon the exercise of any Option hereunder shall be
subject to the Company's right to repurchase any and all of such
Shares at the original exercise price therefor in the event the
Optionee is no longer performing services to the Company as a
director (for any reason whatsoever) at any time within twenty-four
months of the Date of Grant.
(d) Any Option that may be granted pursuant to
subparagraph (c) of this Section 4 prior to the approval of this
Plan by the stockholders of the Company may be exercised on or
after the Date of Grant subject to the approval of this Plan by the
stockholders of the Company within twelve (12) months after the
effective date of this Plan. If any Optionee exercises an Option
prior to such stockholder approval, the Optionee must tender the
exercise price at the time of exercise and the Company shall hold
the Shares to be issued pursuant to such exercise until the
stockholders approve this Plan. If this Plan is approved by the
stockholders, the Company shall issue and deliver the Shares as to
which the Option has been exercised. If this Plan is not approved
by the stockholders, the Company shall return the exercise price to
the Optionee.
(e) Except for the automatic grants of Options under
subparagraph (c) of this Section 4, no Options shall otherwise be
granted hereunder, and neither the Board nor the Committee, if any,
shall have any discretion with respect to the grant of Options as
contemplated by Rule 16b-3 promulgated under the Securities
Exchange Act of 1934, as amended, or any successor rule.
5. Option Price. The option price per Share of any Option
granted pursuant to this Plan shall be one hundred percent (100%)
of the Fair Market Value per Share on the Date of Grant.
6. Exercise of Options. Options may be exercised at any
time after the date on which the Options, or any portion thereof,
are vested until the Option expires pursuant to Section 7. No
Option shall be exercisable prior to six (6) months from the Date
of Grant. An Option shall be deemed exercised when (i) the Company
has received written notice of such exercise in accordance with the
terms of the Option Agreement, (ii) full payment of the aggregate
option
<PAGE>
price of the Shares as to which the Option is exercised has
been made and (iii) arrangements that are satisfactory to the
Committee in its sole discretion have been made for the Optionee's
payment to the Company of the amount, if any, that the Committee
determines to be necessary for the Company to withhold in
accordance with applicable federal or state income tax withholding
requirements. Pursuant to procedures approved by the Committee,
tax withholding requirements, at the option of an Optionee, may be
met by withholding Shares otherwise deliverable to the Optionee
upon the exercise of an Option. Unless further limited by the
Committee in any Option Agreement, the Option price of any Shares
purchased shall be paid solely in cash, by certified or cashier's
check, by money order, with Shares (but with Shares only if
permitted by the Option Agreement or otherwise permitted by the
Committee in its sole discretion at the time of exercise) or by a
combination of the above; provided, however, that the Committee in
its sole discretion may accept a personal check in full or partial
payment of any Shares. If the exercise price is paid in whole or
in part with Shares, the value of the Shares surrendered shall be
their Fair Market Value on the date the Shares are received by the
Company.
7. Termination of Option Period. The unexercised portion of
an Option shall automatically and without notice terminate and
become null and void at the time of the earliest to occur of the
following:
(a) thirty (30) days after the date that an Optionee
ceases to be a Director regardless of the reason therefor
other than as a result of such termination by death of the
Optionee;
(b) one (1) year after the date that an Optionee ceases
to be a Director by reason of death of the Optionee or (z) six
(6) months after the Optionee shall die if that shall occur
during the thirty-day period described in Subsection 7(a); or
(c) the fifth (5th) anniversary of the Date of Grant of
the Option.
8. Adjustment of Shares. (a) If at any time while this Plan
is in effect or unexercised Options are outstanding, there shall be
any increase or decrease in the number of issued and outstanding
Shares through the declaration of a stock dividend or through any
recapitalization resulting in a stock split-up, combination or
exchange of Shares, then and in such event:
(i) appropriate adjustment shall be made in the
maximum number of Shares then subject to being optioned
under this Plan, so that the same proportion of the
Company's issued and outstanding Shares shall continue to
be subject to being so optioned; and
(ii) appropriate adjustment shall be made in the
number of Shares and the exercise price per Share thereof
then subject to any outstanding Option, so that the same
proportion of the Company's issued and outstanding Shares
shall remain subject to purchase at the same aggregate
exercise price.
<PAGE>
(b) Except as otherwise expressly provided herein, the
issuance by the Company of shares of its capital stock of any
class, or securities convertible into shares of capital stock of
any class, either in connection with a direct sale or upon the
exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or obligations of the Company convertible into
such shares or other securities, shall not affect, and no
adjustment by reason thereof shall be made with respect to, the
number of or exercise price of Shares then subject to outstanding
Options granted under this Plan.
(c) Without limiting the generality of the foregoing, the
existence of outstanding Options granted under this Plan shall not
affect in any manner the right or power of the Company to make,
authorize or consummate (i) any or all adjustments,
recapitalizations, reorganizations or other changes in the
Company's capital structure or its business; (ii) any merger or
consolidation of the Company; (iii) any issue by the Company of
debt securities, or preferred or preference stock that would rank
above the Shares subject to outstanding Options; (iv) the
dissolution or liquidation of the Company; (v) any sale, transfer
or assignment of all or any part of the assets or business of the
Company; or (vi) any other corporate act or proceeding, whether of
a similar character or otherwise.
9. Transferability of Options. Options shall not be
transferable by the Optionee otherwise than by will or the laws of
descent and distribution or pursuant to a qualified domestic
relations order and that so long as an Optionee lives, only such
Optionee or his or her guardian or legal representative shall have
the right to exercise the related Option.
10. Issuance of Shares. No person shall be, or have any of
the rights or privileges of, a stockholder of the Company with
respect to any of the Shares subject to an Option unless and until
certificates representing such Shares shall have been issued and
delivered to such person. As a condition of any transfer of the
certificate for Shares, the Committee may obtain such agreements or
undertakings, if any, as it may deem necessary or advisable to
assure compliance with any provision of this Plan, any Option
Agreement or any law or regulation, including, but not limited to,
the following:
(i) A representation, warranty or agreement by the
Optionee to the Company, at the time any Option is
exercised, that he or she is acquiring the Shares to be
issued to him or her for investment and not with a view
to, or for sale in connection with, the distribution of
any such Shares; and
(ii) A representation, warranty or agreement to be
bound by any legends that are, in the opinion of the
Committee, necessary or appropriate to comply with the
provisions of any securities law deemed by the Committee
to be applicable to the issuance of the Shares and are
endorsed upon the Share certificates.
Share certificates issued to an Optionee who is a party to any
stockholder agreement or a similar agreement shall bear the legends
contained in such agreements.
<PAGE>
11. Administration of the Plan. (a) This Plan shall be
administered by a director stock option committee (the "Committee")
consisting of not fewer than two (2) members of the Board;
provided, however, that if no Committee is appointed, the Board
shall administer this Plan and in such case all references to the
Committee shall be deemed to be references to the Board. The
Committee shall have all of the powers of the Board with respect to
this Plan. Any member of the Committee may be removed at any time,
with or without cause, by resolution of the Board, and any vacancy
occurring in the membership of the Committee may be filled by
appointment by the Board.
(b) The Committee, from time to time, may adopt rules
and regulations for carrying out the purposes of this Plan. The
determinations and the interpretation and construction of any
provision of this Plan by the Committee shall be final and
conclusive.
(c) Any and all decisions or determinations of the
Committee shall be made either (i) by a majority vote of the
members of the Committee at a meeting or (ii) without a meeting by
the written approval of a majority of the members of the Committee.
(d) This Plan is intended and has been drafted to comply
with Rule 16b-3, as amended, under the Securities Exchange Act of
1934, as amended. 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.
(e) 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 Employee Retirement Income Security Act
of 1974, as amended, or the rules thereunder.
12. Interpretation. (a) If any provision of this Plan is
held invalid for any reason, such holding shall not affect the
remaining provisions hereof, but instead this Plan shall be
construed and enforced as if such provision had never been included
in this Plan.
(b) THIS PLAN SHALL BE GOVERNED BY THE SUBSTANTIVE LAWS
OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO DELAWARE CONFLICT OF
LAW PROVISIONS.
(c) Headings contained in this Plan are for convenience
only and shall in no manner be construed as part of this Plan.
(d) Any reference to the masculine, feminine or neuter
gender shall be a reference to such other gender as is appropriate.
13. Effective Date and Termination Date. The effective date
of this Plan is the date set forth below, on which date the Board
adopted this Plan; provided, however, if this Plan is not approved
by the stockholders of the Company within twelve (12) months after
the effective date, then, in such event, this Plan and all Options
granted pursuant to this Plan shall be null
<PAGE>
and void. 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.
<PAGE>
Exhibit 4.2
SA HOLDINGS, INC.
STOCK OPTION AGREEMENT
UNDER
1994 NON-EMPLOYEE DIRECTOR PLAN
STOCK OPTION AGREEMENT (this "Agreement") entered into this
____ day of ____________________, 199__, between SA HOLDINGS, INC.,
a Delaware corporation (the "Corporation"), and ________________,
a member of the Board of Directors of the Corporation (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).
The Corporation desires, by affording the Optionee the right
and option (the "Option") to purchase shares of its Common Stock,
$.0001 par value (the "Common Stock"), as hereinafter provided, to
provide an additional incentive to the Optionee to continue to work
for the best interests of, and provide services to, the Corporation
and its stockholders and to that end has adopted the 1994 Stock
Option Plan for Non-Employee Directors of SA Holdings, Inc. (the
"Plan").
NOW, THEREFORE, in consideration of the mutual premises and
undertakings hereinafter set forth, the parties hereto agree as
follows:
1. Definitions. As used herein, the following terms shall
have the respective meanings set forth below:
"Commencement Date" shall mean the date first above
written;
"Option Term" shall mean the period of five (5) years
from the Commencement Date, or such shorter period as may be
prescribed in Sections 6, 7 and 8 hereof; and
"Vested Shares" shall mean the cumulative aggregate
number of Optioned Shares (as defined in Section 2 below)
which are subject to the exercise of the Option at a
particular time determined in accordance with Section 4
hereof.
2. Grant of the Option. The Corporation hereby grants as
of the date of this Agreement to the Optionee the Option, from and
after the Commencement Date, to purchase all or any part of an
aggregate of _________ shares (the "Optioned Shares") of Common
Stock on the terms and conditions hereinafter set forth in
accordance with the terms and provisions of the Plan. 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.
3. Exercise Price. The purchase price of the Optioned
Shares shall be $_________ per Optioned Share (the "Exercise
Price") which represents 100% of the fair market value of
<PAGE>
a share of Common Stock on the date first above written determined
in accordance with the Plan.
4. Terms of the Option. (a) The Option shall vest and
become exercisable on the date which is six (6) months and one (1)
day from the Commencement Date (the "Option Vesting Date").
(b) The number of Optioned Shares which may be
purchased pursuant to the exercise of the Option shall be
cumulative to the extent that Optioned Shares are not theretofore
purchased in accordance with the terms hereof. Subject to the
provisions of this Section 4, the Option shall be exercisable in
whole at any time or in part from time to time during the Option
Term as to any or all Vested Shares; provided, however, that the
Option must be exercised within the Option Term; and provided
further, however, that except as provided in Sections 6, 7 and 8,
the Option may not be exercised unless at the time of exercise the
Optionee shall be a member of the Board of Directors of the
Corporation. Neither the Optionee nor his successors in interest
shall have any rights of a stockholder with respect to any Optioned
Shares until such Optioned Shares shall be issued to him upon the
due exercise of the Option in accordance with the terms hereof.
(c) 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 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 this 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.
<PAGE>
<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>
(d) In the event the Optionee is no longer performing
services to the Corporation as a director (for any reason
whatsoever) the Corporation shall, for a period of twenty-four (24)
full months following the Commencement Date, have the exclusive and
irrevocable right, but not the obligation (the "Company's Right of
Repurchase"), to require the Optionee to sell to the Corporation 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 original Exercise
Price applicable to such Optioned Shares (the "Reacquisition
Price"). The Corporation 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 Corporation with an appropriate Assignment and such other
instruments and documents as requested by the Corporation and its
counsel to effect such assignment to the Corporation. Upon receipt
of such documents, the Corporation shall pay to Optionee the
aggregate Reacquisition Price.
5. Restriction on Transfer. Except as provided in Section
7 below, the Option may not be transferred, pledged, assigned or
hypothecated in any way by the Optionee and may be exercised only
by the Optionee. 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.
<PAGE>
6. Termination of Relationship. Except as provided in
Sections 7 and 8, in the event the Optionee shall cease to be a
member of the Board of Directors of the Corporation, the Option, to
the extent not theretofore exercised, shall terminate after the
passage of thirty (30) days from the date of such termination
regardless of the reason; therefor, but in no event shall Optionee
be permitted to exercise said Option after the expiration of the
Option Term.
7. Death of Optionee. In the event of the death of the
Optionee, the Option may be exercised with respect to any or all
Vested Shares not theretofore purchased upon prior exercise of the
Option, at any time within a period of one (1) year after the death
of the Optionee (except that in the event of the death of the
Optionee during the thirty (30) day period referenced in Section 6
above, the option exercise period shall be decreased to 180 days
after the date that said Optionee dies), but in no event shall the
Option be exercised after the expiration of the Option Term, by the
estate, legatee, distributee or beneficiary of the Optionee or any
of their respective legal representatives to the same extent as the
Option could have been exercised on the date of death of the
Optionee by the Optionee.
8. Merger, Consolidation, Sale of Assets, etc., Resulting
in a Change in Control. (a) In the event of a Change in Control
(as hereinafter defined), notwithstanding the provisions of Section
4, the Company's Right of Repurchase shall immediately be and
become null and void ab initio and shall no longer be exercisable
by the Corporation if, within two (2) years of such Change in
Control, the Optionee shall cease for any reason to be a member of
the Board of Directors of the Corporation. For purposes of this
Agreement, a Change in Control of the Corporation shall be deemed
to have occurred if (i) there shall be consummated (x) any
consolidation or merger of the Corporation in which the Corporation
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 Corporation 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 Corporation; or (ii) the stockholders of the
Corporation approve any plan or proposal for the liquidation or
dissolution of the Corporation; 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 30% or more of the Corporation'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 8(a) shall be made within 180 days of the Optionee's
termination as a director of the Corporation.
<PAGE>
9. Reorganization, Merger, Consolidation, etc. In the
event that, at any time after the date hereof, the outstanding
shares of the Common Stock are changed into or exchanged for a
different number or kind of shares or other securities of the
Corporation or another corporation by reason of any reorganization,
merger, consolidation, recapitalization, reclassification, stock
split-up, combination of shares or dividend payable in capital
stock, the Option shall thereafter be exercisable for the kind and
number of shares of stock or other securities of the Corporation or
of the corporation resulting therefrom to which the holder of the
number of Optioned Shares not theretofore purchased by the Optionee
thereunder would have been entitled thereupon. Such adjustment
shall be made without change in the total price applicable to the
Optioned Shares not theretofore purchased by the Optionee, but with
a corresponding adjustment in the Exercise Price per Optioned
Share.
10. Representations, Warranties and Agreements of the
Optionee. The Optionee hereby confirms that the Optioned Shares,
when issued to the Optionee pursuant to the terms of this
Agreement, will be issued subject to the provisions, conditions and
restrictions of this Agreement and agrees that in consideration of
the grant of the Option he or she will continue to serve as a
director of the Corporation during the term for which he or she was
elected. In addition, unless the Optioned Shares have been
effectively registered under the Securities Act of 1933, as amended
(the "Securities Act"), the Optionee hereby further represents,
warrants and agrees as follows:
(a) that he or she will acquire any Optioned Shares
for his own account, for investment and not with a view to the
distribution thereof within the meaning of the Securities Act;
(b) that he or she understands that the Optioned
Shares have not been registered under the Securities Act by reason
of their issuance by the Corporation in a transaction exempt from
the registration requirements of the Securities Act; and that the
Optioned Shares must be held by the Optionee indefinitely unless a
subsequent disposition thereof is registered under the Securities
Act or is exempt from such registration;
(c) that he or she further understands that the
exemption from registration afforded by Rule 144 (the provisions of
which are known to the Optionee) promulgated under the Securities
Act depends on the satisfaction of various conditions and that, if
applicable, Rule 144 affords the basis for sales under certain
circumstances only in limited amounts; and
(d) that he or she will not transfer any of the
Optioned Shares acquired by him or her except pursuant to a
registration statement filed pursuant to the Securities Act or an
exemption therefrom.
11. Stock Legend. In order to assure compliance with the
restrictions upon transfer contained in this Agreement, the
certificates representing the Optioned Shares when issued, and each
certificate issued in exchange for or upon transfer of any of the
Optioned Shares, shall, unless and until the Optioned Shares shall
have been registered under the Securities Act or be
<PAGE>
exempt from registration thereunder, be stamped or otherwise
imprinted with a legend in substantially the following form:
"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."
In addition, the Optionee hereby agrees that the Corporation may
issue appropriate stop transfer orders to the Corporation's
transfer agents with respect to the Optioned Shares.
12. Exercise of Option. Subject to the terms and
conditions of this Agreement, the Option may be exercised by
written notice to the Corporation, at its principal executive
office, which is now located at 1912 Avenue K, Suite 100, Plano,
Texas 75074, Attention: Vice President-Finance. Such notice shall
state the election to exercise the Option and the number of
Optioned Shares with respect to which the Option is being
exercised, and shall be signed by the person or persons so
exercising the Option. Such notice shall be accompanied by payment
by official bank or certified check payable to the Corporation for
the full Exercise Price of the Optioned Shares to be purchased.
The Corporation shall issue and deliver a certificate or
certificates representing such Optioned Shares as soon as
practicable (but in no event more than thirty (30) days)
after such notice and payment are received at such time, place and
manner as may be agreed upon by the Corporation and the person or
persons exercising the Option. The certificate or certificates
representing the Optioned Shares as to which the Option shall have
been so exercised shall be registered in the name of the person or
persons so exercising the Option, shall have placed thereon the
legend, if any, required by Section 11 and shall be delivered as
aforesaid to or upon the written order of the person or persons
exercising the Option. In the event that the Option shall be
exercised pursuant to Section 7 by any person or persons other than
the Optionee, such notice shall be accompanied by appropriate proof
of the right of such person or persons to exercise the Option. All
Optioned Shares that shall be purchased upon the exercise of the
Option as provided herein shall be fully paid and nonassessable.
13. Restrictions on Issue of Shares. Anything contained in
this Agreement to the contrary notwithstanding, the Corporation may
delay the issuance of Optioned Shares covered by the exercise of
the Option and the delivery of a certificate for such Optioned
Shares until one of the following conditions shall be satisfied:
(i) Optioned Shares with respect to which the
Option has been exercised are at the time of the issue or
transfer of such Optioned Shares effectively registered under
applicable federal securities laws now in force or hereafter
amended; or
<PAGE>
(ii) counsel for the Corporation shall have
given an opinion, which opinion shall not be unreasonably
conditioned or withheld, that such Optioned Shares are exempt
from the registration under applicable federal securities
laws now in force or hereafter amended.
It is intended that all exercises of the Option shall be effective.
Accordingly, the Corporation shall use its best efforts to bring
about compliance with the above conditions within a reasonable
time, except that the Corporation shall be under no obligation to
cause a registration statement or a post-effective amendment to any
registration statement to be prepared at its expense solely for the
purpose of covering the issuance or transfer from the Corporation's
treasury of Optioned Shares in respect of which any option may be
exercised.
14. Taxes. The Optionee or such other person exercising
the Option in accordance herewith shall pay any and all taxes
related to the exercise of the Option, as such taxes become due.
If requested by the Corporation, the Optionee shall present
evidence of such payment to the Corporation.
15. Agreement Subject to Plan. The Option granted hereby
is subject to the detailed provisions with respect thereto set
forth in the Plan. Anything contained herein to the contrary
notwithstanding, in the event of a conflict between any provision
hereof and the provisions of the Plan, the provisions of the Plan
shall in all respects control.
16. 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.
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 performed wholly 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.
<PAGE>
20. Amendments. This Agreement may not be modified,
amended, terminated or in any way changed, except by an agreement
in writing signed by the parties hereto.
SA HOLDINGS, INC.
By:__________________________________
Name:________________________________
Title:_______________________________
OPTIONEE:
_____________________________________
Name:________________________________
Address:_____________________________
_____________________________
_____________________________
<PAGE>
Exhibit 5.1
ARTER & HADDEN
1717 Main Street, Suite 4100
Dallas, Texas 75201
(214) 761-2100
February 29, 1996
SA Telecommunications, Inc.
1912 Avenue K, Suite 100
Plano, Texas 75074-5959
Re: SA Telecommunications, Inc.
Registration Statement on Form S-8
1994 Stock Option Plan for Non-Employee Directors
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
1,000,000 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 1994 Stock Option Plan for Non-Employee Directors
of SA Telecommunications, Inc. (the " Outside Director 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 and approval of the
Outside Director Plan, the granting of the Options under the
Outside Director Plan, the issuance of shares of Common Stock
pursuant to the Outside Director Plan and related matters; (3) the
Registration Statement and exhibits thereto, including the Outside
Director 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 Outside Director 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
Outside Director Plan, (iii) the exercise of Options is in
accordance with the provisions thereof and in accordance with the
provisions of the Outside Director 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
Outside Director 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
