<PAGE>
As filed with the Securities and Exchange Commission on November 15, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-8
Registration Statement
Under
The Securities Act of 1933
TRANSCEND SERVICES, INC.
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 33-0378756
- ------------------------------- ----------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
3353 Peachtree Road, N.E.
Suite 1000
Atlanta, Georgia 30326
----------------------------------------
(Address of principal executive offices)
1992 STOCK OPTION PLAN
--------------------------------
(Full Title of the Plan)
Larry G. Gerdes
President and Chief Executive Officer
Transcend Services, Inc.
3353 Peachtree Road, N.E.
Suite 1000
Atlanta, Georgia 30326
(404) 364-8000
----------------------------------------------
(Name, address and telephone number, including
area code, of agent for service)
______________________________
Copies Requested to:
Helen T. Ferraro, Esq.
Smith, Gambrell & Russell
Suite 1800
3343 Peachtree Road, N.E.
Atlanta, Georgia 30326
(404) 264-2620
______________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered Per Share (1) Offering Price (1) Fee
- ---------------------------------------- ---------- --------------- ------------------ ------------
<S> <C> <C> <C> <C>
Options and underlying shares 715,000 $5.375 $3,843,125 $1,164.58
of Common Stock Shares
- -------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) based upon the average of the high and low prices of the
Common Stock on the Nasdaq National Market on November 11, 1996.
This Registration Statement covers 715,000 additional shares of the $0.01 par
value Common Stock of Transcend Services, Inc. (the "Company") issuable pursuant
to the Company's 1992 Stock Option Plan, for which a previously filed
Registration Statement on Form S-8 is effective. The contents of the Company's
earlier Registration Statement on Form S-8, File No. 33-57072, as filed with the
Securities and Exchange Commission on January 15, 1993 are incorporated by
reference.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
- ------ ---------------------------------------
The documents listed below are hereby incorporated by reference into this
Registration Statement, and all documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing such
documents:
(a) the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995;
(b) the Company's Amendment No. 1 on Form 10-K/A dated August 7, 1996 to its
Annual Report on Form 10-K for the fiscal year ended December 31, 1995;
(c) the Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996;
(d) the Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1996;
(e) the Company's Amendment No. 1 on Form 10-Q/A dated August 7, 1996 to its
Quarterly on Form 10-Q for the quarter ended March 31, 1996;
(f) the Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1996;
(g) the Company's Amendment No. 1 on Form 10-Q/A dated August 16, 1996 to
its Quarterly Report on Form 10-Q for the quarter ended June 30, 1996.
(h) the Company's Current Report on Form 8-K dated May 2, 1995;
(i) the Company's Amendment No. 1 on Form 8-K/A dated June 30, 1995 to its
Current Report on Form 8-K dated May 2, 1995;
(j) the Company's Amendment No. 2 on Form 8-K/A dated May 30, 1996 to its
Current Report on Form 8-K dated May 2, 1995; and
(k) the description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A, as filed with the Securities and
Exchange Commission, pursuant to the Securities Exchange Act of 1934, on
January 8, 1990.
II-1
<PAGE>
Item 4. Description of Securities
- ------ -------------------------
No response to this item is required.
Item 5. Interests of Named Experts and Counsel
- ------ --------------------------------------
No response to this item is required.
Item 6. Indemnification of Officers and Directors.
- ------ -----------------------------------------
The Company's Bylaws permit it to indemnify a director and officer who was
or is a party to any threatened, pending or completed action, suit or other type
of proceeding, whether civil, criminal, administrative or investigative (other
than an action by or any right of the Company) by reason of the fact that he or
she is or was a director or officer or is or was serving at the request of the
Company as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or her in connection with such action, suit or proceeding.
These indemnification rights apply if the director or officer acted in good
faith and in a manner in which he or she reasonably believed to be in or not
opposed to the best interest of the Company and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his or her conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that a person did not act in a manner
which he reasonably believed to be in the best interests of the Company, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe that his conduct was unlawful.
In addition, under the Bylaws, the Company may indemnify an officer or
director who was or is a party to any threatened, pending or completed action or
suit by or in the right of the Company to procure a judgment in its favor by
reason of the fact that he or she is or was an officer or director of another
corporation, joint venture, trust or other enterprise against expenses
(including attorney's fees) actually and reasonably incurred by him or her in
connection with the defense or settlement of such proceeding. These
indemnification rights apply if the director or officer acted in good faith and
in a manner in which he or she reasonably believed to be in or not opposed to
the best interest of the Company, except no indemnification shall be made in
respect to any claim, issue or matter as to which such person shall have been
adjudged to have been liable to the Company unless and only to the extent that
the Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances, such person is fairly and reasonably entitled
to indemnity for such expenses which such court shall deem proper.
The Company's Bylaws provide that indemnification of the costs and expenses
of defending any action is required to be made to any officer or director who is
successful (on the merits or otherwise) in defending an action of the type
referred to in the immediately preceding paragraphs. Except with regard to the
II-2
<PAGE>
costs and expenses of successfully defending an action as may be ordered by a
court, indemnification as described in the previous paragraph is only required
to be made to a director or officer if a determination is made that
indemnification is proper under the circumstances. Such determination shall be
made: (i) by the Company's Board by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding; or (ii) if
such quorem is not obtainable, or, even if obtainable a quorum of disinterested
directors, by independent legal counsel in a written opinion, or (iii) by the
affirmative vote of a majority of shares entitled to vote.
The Bylaws of the Company further provide for the expenses (including
attorneys' fees) incurred by any officer or director in defending a civil or
criminal action, suit or proceeding to be paid in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
him or her to repay all amounts so advanced, if it shall ultimately be
determined that such officer or director is not entitled to be indemnified by
the Company as authorized in the proceeding paragraphs. No security shall be
required for such undertaking.
The Bylaws of the Company also permit the Company to purchase and maintain
insurance on behalf of any person who was or is a director or officer of the
Company, or is or was serving at the request of the Company as a officer or
director of another corporation, partnership, joint venture, trust, or other
enterprise, against any liability asserted against the officer or director and
incurred by him or her in any such capacity, or arising out of his or her status
as such, whether or not the Company would have the power to indemnify the
director or officer against such liability.
Limitation of Liability. The Certificate of Incorporation also provides that
directors of the Company shall not be liable to the Company or its shareholders
for monetary damages for a breach of fiduciary duty as a director, except for
liaibility (i) for any breach of the Director's duty of loyalty to the Company
or its shareholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any transaction
from which the director derived any improper personal benefit. This provision
would have no effect on the availability of equitable remedies or non-monetary
relief, such as an injunction or rescission for breach of the duty of care. In
addition, the provision applies only to claims against a director arising out of
his role as a director and not in any other capacity (such as an officer or
employee of the Company). Further, liability of a director for violations of the
federal securities laws will not be limited by this provision.
Item 7. Exemption from Registration Claimed.
- ------ -----------------------------------
No response to this item is required.
II-3
<PAGE>
Item 8. Exhibits.
- ------ --------
The following exhibits are filed with this Registration Statement.
Exhibit
Number Description of Exhibit
- ------ ----------------------
4.1 - 1992 Stock Option Plan, as Amended and Restated.
4.2 - Form of Stock Option Agreement under 1992 Stock Option Plan, as
Amended and Restated.
5.1 - Opinion of Smith, Gambrell & Russell.
23.1 - Consent of Arthur Andersen LLP (included at page II-6 of this
Registration Statement).
23.2 - Consent of Smith, Gambrell & Russell (contained in their opinion
filed as Exhibit 5.1).
24.1 - Power of Attorney of Donald L. Lucas.
24.2 - Power of Attorney of George B. Caldwell.
24.3 - Power of Attorney of Walter S. Huff, Jr.
24.4 - Power of Attorney of Charles E. Thoele.
II-4
<PAGE>
Item 9. Undertakings.
- ------ ------------
(a) 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 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;
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-5
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our reports dated
February 13, 1996 included in or incorporated by reference in Transcend
Services, Inc.'s Form 10-K, filed with the Securities and Exchange Commission
for the year ended December 31, 1995 and to all references to our Firm included
in or made a part of this registration statement.
ARTHUR ANDERSEN LLP
Atlanta, Georgia
November 8, 1996
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Atlanta, State of Georgia, on this 12th day of
November, 1996.
TRANSCEND SERVICES, INC.
Date: November 12, 1996 By: /s/ Larry G. Gerdes
---------------------------------------
Larry G. Gerdes, President,
Chief Executive Officer and Director
(Principal Executive Officer)
Date: November 12, 1996 By: /s/ David W. Murphy
---------------------------------------
David W. Murphy, Chief Financial Officer,
Secretary and Treasurer (Principal
Accounting and Financial Officer)
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
--------- ----- ----
* Director November 12, 1996
- --------------------------
Donald L. Lucas
/s/ Larry G. Gerdes Chairman of the Board November 12, 1996
- --------------------------
Larry G. Gerdes of Directors, President
and Chief Executive Officer
* Director November 12, 1996
- --------------------------
George B. Caldwell
* Director November 12, 1996
- --------------------------
Walter S. Huff, Jr.
* Director November 12, 1996
- --------------------------
Charles E. Thoele
*By: /s/ Larry G. Gerdes
------------------------------------------
Larry G. Gerdes, pursuant to a
power-of-attorney filed as an
exhibit to this Registration Statement
II-7
<PAGE>
EXHIBIT INDEX
Exhibit Sequential
Number Description of Exhibit Page Number
------ ---------------------- -----------
4.1 - 1992 Stock Option Plan, as Amended and Restated.
4.2 - Form of Stock Option Agreement under 1992 Stock Option
Plan, as Amended and Restated.
5.1 - Opinion of Smith, Gambrell & Russell.
24.1 - Power of Attorney of Donald L. Lucas.
24.2 - Power of Attorney of George B. Caldwell.
24.3 - Power of Attorney of Walter S. Huff, Jr.
24.4 - Power of Attorney of Charles E. Thoele.
II-8
<PAGE>
EXHIBIT 4.1
TRANSCEND SERVICES, INC.
(FORMERLY TRICARE, INC.)
1992 STOCK OPTION PLAN
AS AMENDED AND RESTATED
In connection with the merger of Transcend Services, Inc. and TriCare,
Inc., the Company amended and restated its 1992 Stock Option Plan to reflect the
change in the Company's name from TriCare, Inc. to Transcend Services, Inc.
ARTICLE I
DEFINITIONS
1.1 DEFINED TERMS. As used herein, the following terms have the meanings
-------------
hereinafter set forth unless the context clearly indicates to the contrary:
(a) "Annual Meeting Date" shall mean the date of the annual meeting of
the stockholders of the Company at which directors are elected.
(b) "Board" shall mean the Board of Directors of the Company.
(c) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(d) "Committee" shall mean a committee designated by the Board, which
shall consist of no fewer than two members of the Board, each of whom shall
be a "disinterested person" within the meaning of Rule 16b-3 under the
Securities Exchange Act of 1934. Should the Board consist of only two or
fewer than two members or if the Board should not designate the Committee,
the references herein to the Committee shall be deemed to mean the Board.
(e) "Company" shall mean Transcend Services, Inc., a Delaware
corporation.
(f) "Disabled Person" shall mean an employee of the Company who, as
determined by a licensed physician acceptable to the Committee and
evidenced by a certificate to the Company, is completely unable to engage
in his regular occupation by reason of any physical or mental impairment
that can be expected to result in death or that has lasted or can be
expected to last for a continuous period of not less than twelve (12)
months; provided, however, that the determination of the Committee in its
sole discretion as to the classification of an employee as a Disabled
Person shall be final.
(g) "Effective Date" shall mean March 16, 1992.
(h) "Employee" shall mean any common law employee of the Company or
any of its Subsidiaries who is determined by the Committee to be a "key
employee" of the Company or such Subsidiary.
(i) "Fair Market Value" shall mean the fair market value of the Stock
as determined by the Committee for the date in question. If at the date any
such Option is granted, a public market shall exist for the Shares but such
Shares are not trading on a national securities exchange in the United
States, then, if the Shares are listed on the National Market List by the
1
<PAGE>
National Association of Securities Dealers, Inc. (the "NASD"), the fair
market value per Share shall be not less than the last sale price for such
Shares reflected on said market list for the date of the granting of such
Option, and if the Shares are not listed on the National Market List of the
NASD, then the fair market value per Share shall be not less than one
hundred per cent (100%) of the mean between the bid and asked quotations in
the over-the-counter market for such Shares on the date of the granting of
such Option. If there is no bid and asked quotation for such Shares on the
date of the granting of such Option, the fair market value per Share shall
be not less than one hundred percent (100%) of the mean between the bid and
asked quotations in the over-the-counter market for such Shares on the
closest date preceding said date. If the Shares are trading on a national
securities exchange in the United states on the date of the granting of
such Option, the fair market value per Share shall be not less than one
hundred percent (100%) of the mean between the high and low prices at which
the Shares shall have been sold on such national securities exchange on the
date of the granting of such Option. If the Shares are trading on a
national securities exchange in the United States on the date of the
granting of the Option but no sales of Shares occurred thereon on the date
of the granting of the Option, the fair market value per Share shall be not
less than one hundred percent (100%) of the mean between the high and the
low prices for such Shares on the closest date preceding the said date of
the granting of the Option. If the Shares are traded on more than one
national securities exchange in the United States on the date of the
granting of such Option, the Committee shall determine the principal
national securities exchange for the purpose of determining the fair market
value per Share.
(j) "Incentive Stock Option" shall mean an option to purchase any
stock of the Company that complies with and is subject to the terms,
limitations and conditions of Section 422 of the Code and any regulations
promulgated with respect thereto.
(k) "Non-Employee Director" shall mean an individual who (a) is now,
or hereafter becomes, a member of the Board of Directors, and (b) is not an
Employee.
(l) "Nonstatutory Stock Option" shall mean an option to purchase any
stock of the Company that does not qualify for treatment as an Incentive
Stock Option under Section 422 of the Code.
(m) "Option" shall mean an Employee or Non-Employee Director to whom
an Option has been granted hereunder.
(n) "Optionee" shall mean an Employee or Non-Employee Director to whom
an Option has been granted hereunder.
(o) "Plan" shall mean the Transcend Services, Inc. 1992 Stock Option
Plan as Amended and Restated, the terms of which are set forth herein.
(p) "Predecessor" shall mean any corporation coming within the
definition of the term "predecessor corporation" under Section 422 of the
Code.
(q) "Stock" or "Shares" shall mean the common stock, $.01 par value
per share, of the Company or, in the event that the outstanding shares of
Stock are hereafter changed into or exchanged for shares of a different
class or series of stock or other securities of the Company or some other
corporation, such other stock or securities.
(r) "Stock Option Agreement" shall mean a written document evidencing
an Option granted by the Company to the Optionee under which the Optionee
may purchase Stock under the Plan.
2
<PAGE>
(s) "Subsidiary" shall mean any corporation in which the Company owns
or controls directly or indirectly more than fifty percent (50%) of the
total combined voting power represented by all classes of stock issued by
such corporation at the time of such grant.
(t) "Superseded Plan" shall mean the TriCare, Inc. 1986 Incentive
Stock Option Plan, as amended, which has been terminated by the Board as of
the Effective Date.
ARTICLE II
THE PLAN
2.1 NAME. This Plan shall be known as the "Transcend, Inc. 1992 Stock
----
Option Plan, as Amended and Restated."
2.2 PURPOSE. The purpose of the Plan is to advance the interests of the
-------
Company and its stockholders by affording selected Employees and Non-Employee
Directors an opportunity to acquire or increase their proprietary interests in
the Company by granting such persons Options to purchase Stock in the Company.
2.3 EFFECTIVE DATE. The Plan shall become effective on the Effective Date;
--------------
provided, however, that if the Plan is not approved by the holders of a majority
of the shares of Stock of the Company represented at a meeting and entitled to
vote thereon within twelve (12) months before or after the date on which the
Plan is adopted by the Board, the Plan and any Options granted thereunder shall
terminate and become null and void.
2.4 TERMINATION DATE. Subject to Section 2.3 hereof, the Plan shall
----------------
terminate and no further Options shall be granted hereunder upon the tenth
(10th) anniversary of the date on which the Plan is adopted by the Board or the
date on which the Plan is approved by the Company's stockholders, whichever
first occurs.
ARTICLE III
PARTICIPANTS
The Committee may grant Options to any Employee as it may determine from
time to time in its sole discretion. In addition, Non-Employee Directors shall
be granted Options on a nondiscretionary basis as provided in Article VII
hereof.
ARTICLE IV
ADMINISTRATION
4.1 DUTIES AND POWERS OF COMMITTEE. The Plan shall be administered by the
------------------------------
Committee. The Board may from time to time remove members from, or add members
to, the Committee and shall fill any vacancy on the Committee. The Committee
shall keep minutes of its meetings and shall make such rules and regulations for
the conduct of its business as it may deem necessary. Subject to the express
provisions of the Plan, the Committee shall have the discretion and authority to
determine to whom from among the Employees an Option will be granted, the time
or times at which each Option granted to an Employee may be exercised, the
number of Shares subject to each such Option and the terms and conditions of
each such Stock Option Agreement. Subject to the express provisions of the
Plan, the grant of an Option by the Committee shall be final and shall not be
3
<PAGE>
subject to approval by any other party. Subject to the express provisions of
the Plan, the Committee shall also have complete authority to interpret the
Plan, to prescribe, amend and rescind rules and requirements relating to it, to
determine the details and provisions of each Stock Option Agreement, and to make
all other determinations necessary or advisable in the administration of the
Plan, including, without limitation, the amending or altering of the Plan and
any Options granted hereunder as may be required to comply with or to conform to
any federal, state or local laws or regulations. Notwithstanding the foregoing,
the Committee shall not exercise discretion with respect to grants of Options to
Non-Employee Directors, which shall be subject to Article VII hereof. No member
of the Board or the Committee shall be liable to any person for any action or
determination made in good faith with respect to the Plan or any Option granted
hereunder. The determination of the Committee on the matters referred to in
this Section 4.1 shall be conclusive.
Any and all powers and functions of the Committee may at any time and from
time to time be exercised by the Board of Directors.
4.2 MAJORITY RULE. A majority of the members of the Committee shall
-------------
constitute a quorum, and any action taken by a majority at a meeting at which a
quorum is present or any action taken without a meeting evidenced by a writing
executed by all members of the Committee shall constitute the action of the
Committee.
ARTICLE V
SHARES OF STOCK SUBJECT TO PLAN
5.1 LIMITATIONS. Subject to adjustments pursuant to the provisions of
-----------
Section 5.2 hereof, the maximum number of Shares that may be issued and sold
hereunder shall not exceed, in the aggregate, 2,000,000. Shares subject to an
Option may be either authorized but unissued Shares or Shares issued and
reacquired by the Company; provided, however, that Shares with respect to which
an Option has been exercised shall not again be available for option hereunder.
If outstanding Options granted hereunder shall terminate or expire for any
reason without being wholly exercised, the Shares allocable to any unexercised
portion of such Option may again be subjected to an Option granted under the
Plan.
5.2 ANTIDILUTION. In the event that the outstanding Shares are changed
------------
into or exchanged for a different number or kind of Shares or other securities
of the Company or of another corporation by reason of merger, consolidation,
reorganization, recapitalization, reclassification, combination of Shares, Stock
split, Stock dividend, split-up, split-off, spin-off, exchange of Shares,
issuance of rights to subscribe or change in capital structure:
(a) The aggregate number and kind of Shares on which Options may be
granted hereunder shall be adjusted appropriately; provided, however, that
the aggregate number of Shares that may be issued under the Plan may not be
increased thereby except for an increase merely reflecting a change in
capitalization such as a stock dividend or stock split-up; and
(b) The rights under outstanding Options granted hereunder, both as to
the number of subject Shares and the Option price, shall be adjusted
appropriately.
The foregoing adjustments and the manner of application thereof shall be
determined solely by the Committee, and any such adjustment may provide for the
elimination of fractional share interests. The adjustments required under this
Article V shall apply to any successor or successors of the Company and shall be
made regardless of the number or type of successive events requiring adjustments
hereunder.
In the event of dissolution or liquidation of the Company or any merger or
combination in which the Company is not a surviving corporation (except for a
merger or combination with a corporation wholly owned by the Company or its
shareholders in which an adjustment to the outstanding Options shall be made as
provided above), each outstanding Option granted hereunder shall terminate, but
the Optionee shall have the right immediately prior to such dissolution,
liquidation, merger or combination to exercise his Option, in whole or in part,
to the extent that same is then presently exercisable.
4
<PAGE>
ARTICLE VI
OPTIONS TO BE GRANTED TO EMPLOYEES
6.1 OPTION GRANT. Each Option granted to an Employee hereunder shall be
------------
evidenced by minutes of a meeting of the Committee or the written consent of the
Committee, and each Option granted hereunder shall be evidenced by a written
Stock Option Agreement dated as of the date of grant and executed by the Company
and the Optionee. As to each such grant hereunder, the terms of the Option,
including the Option's duration, time or times of exercise, and exercise price
shall be stated in the Stock Option Agreement. The Stock Option Agreement shall
clearly identify whether the Options granted are Incentive Stock Options or
Nonstatutory Stock Options. If an Incentive Stock Option and a Nonstatutory
Stock Option are issued together, the right of the Optionee to exercise or
surrender one such Option shall not be conditioned on his surrender of, or
failure to exercise, the other Option. The terms and conditions of each Stock
Option Agreement shall be consistent with the Plan.
6.2 OPTIONEE LIMITATIONS.
--------------------
(a) The Committee shall not grant an Incentive Stock Option to any
person who, at the time the Incentive Stock Option would be granted, owns or
is considered to own stock representing ten percent (10%) of the total
combined voting power of all classes of stock of the Company provided,
however, that this limitation shall not apply if at the time an Incentive
Stock Option would be granted, the Option price is at least one hundred ten
percent (110%) of the Fair Market Value of the Stock subject to the
Incentive Stock Option and such Option by its terms would not be exercisable
after five (5) years from the date on which the Incentive Stock Option is
granted. For purposes of the immediately preceding sentence, a person shall
be considered to own (i) the Stock owned, directly or indirectly, by or for
his brothers and sisters (whether by the whole or half blood), spouse,
ancestors and lineal descendants; and (ii) the Stock owned, directly or
indirectly, by or for a corporation, partnership, estate, or trust in
proportion to such person's stock interest, partnership interest or
beneficial interest therein.
(b) To the extent that the aggregate Fair Market Value of Stock with
respect to which "incentive stock options" (within the meaning of Section
422 of the Code, but without regard to Section 422(d) of the Code) are
exercisable for the first time by an Optionee during any calendar year
(under the Plan and all other incentive stock option plans of the Company)
exceeds $100,000, such options shall be treated as Nonstatutory Stock
Options. The rule set forth in the preceding sentence shall be applied by
taking Options into account in the order in which they were granted. For
purposes of this Section 6.2(b), the Fair Market Value of Stock shall be
determined as of the time the Option with respect to such Stock is granted.
6.3 OPTION PRICE. The per share Option price of the Stock subject to each
------------
Incentive Stock Option shall be equal to the Fair Market Value of the Stock on
the date the Option is granted. The per share Option price of the Stock subject
to each Nonstatutory Stock Option shall be determined by the Committee and may
be less than the Fair Market Value of the Stock on the date the Option is
granted.
6.4 EXERCISE PERIOD. The period of the exercise of each Option shall be
---------------
determined by the Committee, but in no instance shall the exercise period for an
Incentive Stock Option exceed ten (10) years from the date of grant of the
Option. The Committee shall have the right to accelerate, in whole or in part,
from time to time, conditionally or unconditionally, rights to exercise any
Option granted hereunder.
6.5 OPTION EXERCISE. Unless otherwise provided in the Stock Option
---------------
Agreement, an Option shall be exercisable in whole or in part at any time and
from time to time prior to expiration of the Option. The Committee shall have
5
<PAGE>
the authority in its sole discretion to prescribe in any Stock Option Agreement
that the Option may be exercised in installments during the term of the Option
and to further condition an Optionee's right to exercise all or any portion
thereof.
(a) An Option may be exercised at any time and from time to time during
the term of the Option as to any or all full shares of Stock that have
become purchasable under the provisions of the Option, but not at any time
as to fewer than one hundred (100) Shares unless the remaining shares that
are purchasable are fewer than one hundred (100) Shares. The Option price
shall be paid in full in cash upon the exercise of the Option, and the
Company shall not be required to deliver certificates for such Shares until
such payment has been made; provided, however, that in lieu of cash, an
Optionee may, to the extent permitted by the Stock Option Agreement at the
date of grant, exercise his Option in whole or in part by tendering to the
Company Shares owned by him and having a Fair Market Value equal to the
Option price applicable to his Option, or a combination of cash and said
Shares. The Optionee shall not have any of the rights of a shareholder with
respect to the Shares subject to the Option until such Shares have been
issued or transferred to him upon the exercise of his Option.
(b) An Option shall be exercised by written notice of exercise of the
Option with respect to a specified number of Shares delivered to the Company
at its principal office, together with payment in full to the Company in
accordance with Section 6.5(a) at it principal office of the amount of the
Option price for the number of Shares with respect to which the Option is
then being exercised. In addition to and at the time of payment of the
Option price, the Optionee shall pay to the Company in cash the full amount
of any federal and state withholding or other employment taxes required by
any government to be withheld or otherwise deducted and paid by the Company
in respect of such exercise or disposition. In lieu thereof, the Company
shall have the right to withhold the amount of such taxes from any other
sums due or to become due from the Company to the Optionee, upon such terms
and conditions as the Committee shall prescribe.
6.6 NONTRANSFERABILITY OF OPTION. No Option shall be transferred by an
----------------------------
Optionee otherwise than by will or the laws of descent and distribution. During
the lifetime of an Optionee, his Option shall be exercisable only by him.
6.7 TERMINATION OF SERVICE. Except as otherwise provided in Section 6.8
----------------------
hereof, in the event of termination of the employment of an Optionee by the
Company or a Subsidiary for any reason, including retirement, any Option held by
him, to the extent not theretofore exercised, shall forthwith terminate unless
the Committee, in its sole discretion, provides in the Stock Option Agreement
that the Option shall be exercisable after such termination (but only to the
extent of the number of Shares with respect to which the Option may be exercised
at the date of his termination of employment), and, provided further, that in no
event shall any Stock Option Agreement provide for the extension of the period
during which the Option may be exercised beyond the earlier of (i) the
expiration of the period of exercisability of such Option as specified in the
Stock Option Agreement, or (ii) twelve (12) months from the date of termination.
Nothing in the Plan or in any Option or Stock Option Agreement shall confer
on any person any right to continue in the employ of the Company or a Subsidiary
or shall interfere in any way with any right the Company or a Subsidiary may
have to terminate his employment at any time.
6.8 DEATH OR DISABILITY OF HOLDER OF OPTION. In the event any Optionee
---------------------------------------
dies or becomes a Disabled Person while he is an Employee of the Company or a
Subsidiary, any Option created pursuant to the Plan held by him may be exercised
(but only to the extent of the number of shares with respect to which the Option
may be exercised at the time of his disability or death) by him or his legatee
6
<PAGE>
or legatees under his will, or by his personal representative or distributees,
within twelve (12) months following the date of his termination of employment
due to disability or death, or such shorter period as may be specified in the
Stock Option Agreement, but in no event after the expiration of the period of
exercisability of such Option as specified in the Stock Option Agreement.
If an Option granted hereunder shall be exercised by the personal
representative of a deceased, disabled or former employee, or by a person who
acquired an Option granted hereunder by bequest or inheritance or by reason of
the death or disability of any employee or former employee, written notice of
such exercise shall be accompanied by a certified copy of letters testamentary
or equivalent proof of the right of such personal representative or other person
to exercise such Option.
ARTICLE VII
OPTIONS TO BE GRANTED TO NON-EMPLOYEE DIRECTORS
7.1 NONDISCRETIONARY GRANT. Each Option granted hereunder to a Non-
----------------------
Employee Director shall be evidenced by a written Stock Option Agreement dated
as of the date of grant and executed by the Company and the Optionee. Each such
Stock Option Agreement shall include and conform to the terms and conditions set
forth in this Article VII, and such other terms and conditions not inconsistent
herewith.
7.2 INITIAL GRANT. Each Non-Employee Director serving on the Board of
-------------
Directors on the Effective Date shall be granted, as of such date, an Option to
purchase ten thousand (10,000) Shares except that the chairman of the Board
shall receive an Option to purchase twenty thousand (20,000) Shares. Each
person who first becomes a Non-Employee Director after the Effective Date shall
be granted, as of the date such person becomes a director of the Company, an
Option to purchase ten thousand (10,000) Shares.
7.3 ANNUAL GRANTS. On each Annual Meeting Date, each Non-Employee Director
-------------
who is elected or reelected to the Board of Directors on such date and who has
served on the Board for at least six (6) months preceding such date shall be
granted an Option to purchase six thousand (6,000) Shares, except that the
chairman of the Board (if such person is a Non-Employee Director) shall receive
an Option to purchase nine thousand (9,000) Shares.
7.4 OPTION PRICE. The per share Option price of the Stock subject to each
------------
Option granted to a Non-Employee Director shall be equal to the Fair Market
Value of the Stock on the date the Option is granted, except that the price of
options granted under Section 7.2 on the Effective Date shall be the Fair Market
Value of the Stock on the date the Plan is approved by stockholders.
7.5 EXERCISE PERIOD. Each Option granted to a Non-Employee Director shall
---------------
be exercisable upon the expiration of six (6) months from the date of grant and
shall expire ten (10) years from the date of grant of the Option.
7.6 OPTION EXERCISE. Each Option granted to a Non-Employee Director may be
---------------
exercised in the manner described in Section 6.5(a) and (b) hereof. Each such
Stock Option Agreement shall provide for the exercise of such Option by payment
of cash or by the tender of shares of Stock in the manner described in Section
6.5(a) hereof.
7.7 NONTRANSFERABILITY OF OPTION. No Option shall be transferred by a Non-
----------------------------
Employee Director otherwise than by will or the laws of descent and
distribution. During the lifetime of an Optionee, an Option shall be
exercisable only by the Optionee.
7.8 TERMINATION OF MEMBERSHIP ON THE BOARD. If a Non-Employee Director
--------------------------------------
terminates membership on the Board of Directors for any reason, including death,
an Option held by him on the date of such termination may be exercised in whole
or in part at any time prior to the earlier of (i) the expiration of the period
7
<PAGE>
of exercisability of such Option as specified in Section 7.5, or (ii) twelve
(12) months from the date of termination. If an Option granted hereunder shall
be exercised by the personal representative of a deceased Non-Employee Director,
or by a person who acquired an Option granted hereunder by bequest or
inheritance or by reason of the death of any Non-Employee Director, written
notice of such exercise shall be accompanied by a certified copy of letters
testamentary or equivalent proof of the right of such personal representative or
other person to exercise such Option.
ARTICLE VIII
STOCK CERTIFICATES
The Company shall not be required to issue or deliver any certificate for
Shares purchased upon the exercise of any Option granted hereunder or any
portion thereof, prior to the fulfillment of all of the following conditions:
(a) The admission of such Shares to listing on all stock exchanges on
which the Stock is then listed;
(b) The completion of any registration or other qualification of such
Shares under any federal or state law or under the rulings or regulations of
the Securities and Exchange Commission or any other governmental regulatory
body that the Committee shall in its discretion deem necessary or advisable;
and
(c) The obtaining of any approval or other clearance from any federal
or state governmental agency that the Committee shall in its sole discretion
determine to be necessary or advisable.
ARTICLE IX
PURCHASE FOR INVESTMENT
Except as hereafter provided, the Board may require as a condition of
issuance of any Shares pursuant to this Plan that the holder of an Option
granted hereunder shall, upon any exercise thereof, execute and deliver to the
Company a written statement, in form satisfactory to the Company, in which such
holder represents and warrants that such holder is purchasing or acquiring the
Shares acquired thereunder for such holder's own account, for investment only
and not with a view to the resale or distribution thereof, and agrees that any
subsequent resale or distribution of any of such Shares shall be made only
pursuant to either (a) a registration statement on an appropriate form under the
Securities Act of 1933, as amended (the "Securities Act"), which registration
statement has become effective and is current with regard to the Shares being
sold, or (b) a specific exemption from the registration requirements of the
Securities Act, but in claiming such exemption the holder shall, prior to any
offer or sale or sale of such Shares, if required by the Company, obtain a prior
favorable written opinion, in form and substance satisfactory to the Company,
from counsel for or approved by the Company, as to the application of such
exemption thereto. The foregoing restriction shall not apply to issuances by
the Company so long as the Shares being issued are registered under the
Securities Act and a prospectus in respect thereof is current.
8
<PAGE>
ARTICLE X
LEGENDS
The Company may endorse such legend or legends upon the certificates for
Shares issued upon exercise of an Option granted hereunder, and the Committee
may issue such "stop transfer" instructions to its transfer agent in respect of
such Shares, as the Committee, in its discretion, determines to be necessary or
appropriate to (i) prevent a violation of, or to perfect an exemption from, the
registration requirements of the Securities Act, (ii) implement the provisions
of any agreement between the Company and the Optionee or grantee with respect to
such Shares, or (iii) permit the Company to determine the occurrence of a
disqualifying disposition, as described in Section 421(b) of the Code, of Shares
transferred upon exercise of an Incentive Stock Option granted under the Plan.
ARTICLE XI
TERMINATION, AMENDMENT AND MODIFICATION OF PLAN
The Board may at any time, upon recommendation of the Committee and
notwithstanding Section 2.4 hereof, terminate the Plan, and may at any time and
from time to time and in any respect amend or modify the Plan; provided,
however, that the Board, without approval of the stockholders of the Company,
may not adopt any amendment to the Plan if the amendment would:
(a) increase the total number of shares of Stock that may be issued
pursuant to the Plan except as contemplated in Section 5.2 hereof;
(b) materially increase the benefits accruing to the participants in
the Plan; or
(c) materially modify the requirements as to eligibility for
participation in the Plan.
Provided further, in no event shall any provision of Article VII hereof be
amended more than once every six (6) months other than to comport with changes
in the Code, the Employee Retirement Income Act of 1974, or the rules
thereunder, or rules promulgated by the Securities and Exchange Commission.
Notwithstanding the foregoing, the Board shall not terminate, amend or
modify the Plan in any manner so as to affect the price of the Shares
purchasable pursuant to any Option theretofore granted under the Plan without
the consent of the Optionee or transferee of the Option. Neither the amendment,
suspension nor termination of the Plan shall, without the consent of the holder
of the Option, impair any rights or obligations under any Option theretofore
granted.
ARTICLE XII
RELATIONSHIP TO OTHER COMPENSATION PLANS
The adoption of the Plan shall not affect any other stock option, incentive
or other compensation plans in effect for the Company or Subsidiaries, nor shall
the adoption of the Plan preclude the Company or Subsidiaries from establishing
any other forms of incentive or other compensation for employees.
ARTICLE XIII
MISCELLANEOUS
13.1 PLAN BINDING ON SUCCESSORS. The Plan shall be binding upon the
--------------------------
Company, its successors and assigns.
9
<PAGE>
13.2 NUMBER AND GENDER. Whenever used herein, nouns in the singular shall
-----------------
include the plural, and the masculine pronoun shall include the feminine gender.
13.3 APPLICABLE LAW. The Plan shall be governed by, and construed in
--------------
accordance with, the laws of the State of Delaware, without reference to the
principles regarding conflicts of laws.
13.4 RESTRICTED SHARES. Any and all Shares issued pursuant to this Plan
-----------------
shall be subject to the terms and conditions of any other agreement between the
Optionee and the Company with respect to such Shares.
10
<PAGE>
EXHIBIT 4.2
INCENTIVE STOCK OPTION AGREEMENT
PURSUANT TO TRANSCEND SERVICES, INC. 1992
STOCK OPTION PLAN
THIS AGREEMENT, dated as of the th day of , 1996 by and
---- --------------
between TRANSCEND SERVICES, INC., hereinafter called the "Company", and
hereinafter called the"Optionee".
- -----------------------
WITNESSETH:
WHEREAS, the Board of Directors of the Company has authorized the grant of
Stock Options to certain key employees, entitling such employees to purchase
shares of common stock of the Company allocated to them by the Stock Option and
Compensation Committee of the Board of Directors of the Company (hereinafter
called the "Committee"); and
WHEREAS, the Company or one of its subsidiaries now employs the Optionee;
and
WHEREAS, the Company desires to encourage the Optionee to continue in
employment and to induce the Optionee to make further efforts to contribute to
the growth and profitability of the Company and its subsidiaries:
NOW, THEREFORE, as an employment incentive and as encouragement of stock
ownership in the manner contemplated by Sections 421 and 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), and in consideration of the
mutual covenants herein, the company and the Optionee agree as follows:
l. Incorporation. This Option is granted pursuant to the Transcend
Services, Inc. 1992 Stock Option Plan (hereinafter called the "Plan"),
and the terms and definitions of the Plan, as it may be amended from
time to time, are hereby incorporated herein by reference and made a
part hereof. A copy of the Plan is on file in the Company offices and
is available for inspection by the Optionee during normal business
hours. Terms used herein which are defined in Sections 421, 422, and
425 of the Code shall have the meanings given them in said Code
Sections. Capitalized words which are not defined herein shall have
the meanings assigned to them in the Plan.
2. Grant of Option. Upon and subject to the terms, restrictions,
limitations, and conditions stated herein, the Company hereby grants to
the Optionee the Option to purchase an aggregate of
----------------------------------------------------- (---------------)
shares of the Stock of the Company. Following stockholder approval of
the Plan, Optionee may exercise this option at any time and from time
1
<PAGE>
to time prior to the expiration of the Option in accordance with the
following schedule:
Number of Shares Exercisable On or After
---------------- -----------------------
, 19
-------- -------- --
, 19
-------- -------- --
, 19
-------- -------- --
, 20
-------- -------- --
This Option shall expire and shall not be exercisable
after unless earlier terminated in
-----------------------------
accordance with this Agreement and the Plan.
3. Option Price. The price per share to be paid by the Optionee for the
shares subject to this Option shall be
---------------------------
Dollars ($ ) per share. Said Option Price is intended and
agreed by the parties hereto to be not less than 100 percent of the
Fair Market Value per share of the issued and outstanding shares of
the Stock of the Company on the date of grant of this Option. The
Option Price, as well as the number of shares subject to this Option,
may be adjusted as appropriate under the provisions of Section 6 of
this Agreement.
4. Exercise of Option.
(a) The shares subject to this Option pursuant to the schedule of
exercise contained in Section 2 may be purchased in whole or in
part at any time that the Option is in force with regard to said
shares, subject to the provisions of this Section 4. In the
event the Option is not exercised with respect to all or any
portion of the shares of stock subject to this Option, the shares
of stock with respect to which this Option was not exercised
shall no longer be subject to this Option as of the expiration
date contained in Section 2.
(b) Except as provided in subsection (c) of this Section 4, upon the
Optionee's termination of employment with the Company and all
subsidiaries and Parents thereof, this Option, to the extent
exercisable at the time of the Optionee's termination, may be
exercised by Optionee within thirty (30) days following the date
of his termination, but in no event after ten (10) years from the
date of the grant thereof.
(c) In the event any person dies while he is employed by the Company
or becomes a Disabled Employee, this Option, to the extent
exercisable at the time of his disability or death, may be
exercised by Optionee or his legatee(s) under the Optionee's
will, or by his personal representative or distributees, within
thirty (30) days following the date of his termination due to
death or disability, but in no event after ten (10) years from
the date of the grant thereof.
2
<PAGE>
If an Option granted hereunder shall be exercised by the
personal representative of a deceased, disabled or former
employee, or by a person who acquired an Option granted hereunder
by bequest or inheritance or by reason of the death or disability
of any employee or former employee, written notice of such
exercise shall be accompanied by a certified copy of letters
testamentary or equivalent proof of the right of such personal
representative or other person to exercise such Option.
(d) This Option may be exercised only by written notice delivered to
the Company at its principal office, stating the number of shares
for which the Option is to be exercised, and, accompanied by
payment in full in cash at the time of purchase; provided,
however, that in lieu of cash, the Optionee may tender to the
Company shares of Stock of the Company owned by him and having a
fair market value equal to the Option Price applicable to this
Option, or a combination of cash and said shares. No exercise of
this Option shall be for fractional shares nor for fewer than 100
shares unless fewer than 100 shares remain available for
exercise.
(e) Notwithstanding any other provision of this Agreement to the
contrary, this Option shall not be exercised if the Option has
been granted contrary to the limitations described in section
6.2(a) of the Plan.
5. Non-Assignability. This Option shall not be transferable other than
by will or by the laws of descent and distribution, and shall be
exercisable during the Optionee's lifetime only by the Optionee.
6. Antidilution. In the event that the shares of Stock subject to this
Option shall be changed into or exchanged for a different number or
kind of shares or other securities of the Company or of another
corporation by reason of merger, consolidation, reorganization,
recapitalization, reclassification, combination of shares, stock
split, stock dividend, split-up, split-off, spin-off, exchange of
shares, issuance of rights to subscribe or change in capital
structure, then an appropriate and proportionate adjustment shall be
made in the number, kind and price of shares then subject to this
Option and as to which this Option has not yet been exercised in
accordance with Article V of the Plan.
7. Stock Certificates. The Company shall not be required to issue or
deliver any certificate for shares of Stock purchased upon the
exercise of this Option prior to the fulfillment of the conditions
described in Article VIII of the Plan.
3
<PAGE>
8. Amendment. This Option may not be changed or amended, except as
provided in Article XI of the Plan, without the consent of the
Optionee. The Committee has been authorized by the Board of Directors
of the Company to amend this Option, with the consent of the Optionee,
to comply with any regulations promulgated by the Internal Revenue
Service with respect to Incentive Stock Options.
9. Purchase for Investment. Except as hereafter provided, the Optionee
shall, upon any exercise hereof execute and deliver to the Company a
written statement, in form satisfactory to the Company, in which he
represents and warrants that he is purchasing or acquiring the Shares
acquired thereunder for this own account, for investment only and not
with a view to the resale or distribution thereof, and agrees that any
subsequent resale or distribution of any such Shares shall be made
only pursuant to either (a) a Registration Statement on an appropriate
form under the Securities Act of 1933, as amended (the "Securities
Act"), which Registration Statement has become effective and is
current with regard to the Shares being sold, or (b) a specific
exemption from the registration requirements of the Securities Act,
but in claiming such exemption the Optionee shall, prior to any offer
of sale or sale of such Shares, obtain a prior favorable written
opinion, in form and substance satisfactory to the Company, from
counsel for or approved by the Company, as to the application of such
exemption thereto. The foregoing restriction shall not apply to
issuances by the Company so long as the Shares being issued are
registered under the Securities Act and a prospectus in respect
thereof is current.
10. Legends. The Company may endorse such legend or legends upon the
certificates for Shares issued upon exercise of this Option, and the
Committee may issue such "stop transfer" instructions to its transfer
agent in respect of such Shares, as the Committee, in its discretion,
determines to be necessary or appropriate to (I) prevent a violation
of, or to perfect an exemption from, the registration requirements of
the Securities Act, (ii) implement the provisions of any agreement
between the Company and Optionee or grantee with respect to such
Shares, or (iii) permit the company to determine the occurrence of a
disqualifying disposition, as described in section 421(b) of the Code,
of Shares transferred upon exercise of an Incentive Option granted
under the Plan.
11. Construction. This Option is granted with the intent that the Option
qualify as an Incentive Stock Option under the provisions of the Code.
This Agreement shall be construed liberally to accommodate this
intent.
4
<PAGE>
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by
its proper officers and its corporate seal to be affixed hereto, and the
Optionee has executed this Agreement under seal, in duplicate, all as of the
date and year first above written.
TRANSCEND SERVICES, INC.
"Company"
[CORPORATE SEAL] By:
----------------------------
Larry G. Gerdes, President
Attest:
- ---------------------------
Secretary
OPTIONEE
By:
-----------------------------
5
<PAGE>
Exhibit 5.1
Helen T. Ferraro
(404) 264-2631
November 15, 1996
Board of Directors
Transcend Services, Inc.
3353 Peachtree Road, N.E.
Suite 1000
Atlanta, Georgia 30326
RE: Transcend Services, Inc.
Registration Statement on Form S-8
715,000 Shares of $0.01 par value Common Stock
1992 Stock Option Plan
------------------------------------------------------
Gentlemen:
We have acted as counsel for Transcend Services, Inc. (the "Company") in
connection with the registration of 715,000 shares of its $0.01 par value Common
Stock (the "Shares") reserved to the Company's 1992 Stock Option Plan (the
"Plan"), pursuant to a Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission pursuant to
the Securities Act of 1933, as amended, covering the Shares.
In connection therewith, we have examined the following:
(1) The Certificate of Incorporation of the Company, as amended, certified by
the Department of State of the State of Delaware;
(2) The By-Laws of the Company, certified as complete and correct by the
Secretary of the Company;
(3) The minute book of the Company, certified as correct and complete by the
Secretary of the Company;
1
<PAGE>
Board of Directors
November 14, 1996
Page Two
(4) Certificate of Good Standing with respect to the Company, issued
by the Department of State of the State of Delaware; and
(5) The Registration Statement, including all exhibits thereto.
Based upon such examination and upon examination of such other instruments and
records as we have deemed necessary, we are of the opinion that:
(A) The Company has been duly incorporated under the laws of the State of
Delaware and is validly existing and in good standing under the laws
of that state.
(B) The Shares covered by the Registration Statement have been legally
authorized and when issued in accordance with the terms described in
said Registration Statement, will be validly issued, fully paid and
nonassessable.
We consent to the filing of this opinion as an exhibit to the aforementioned
Registration Statement on Form S-8 and to the reference to this firm under the
caption "Legal Matters" in the Prospectus. In giving this consent, we do not
thereby admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, or the rules and
regulations of the Securities and Exchange Commission thereunder.
Sincerely,
SMITH, GAMBRELL & RUSSELL
/s/ Helen T. Ferraro
--------------------
Helen T. Ferraro
2
<PAGE>
Exhibit 24.1
STATE OF Georgia
-------------------------
COUNTY OF Fulton
-----------------------
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that I, Donald L. Lucas, a Director of
TRANSCEND SERVICES, INC., a Delaware corporation, do constitute and appoint
Larry G. Gerdes and David W. Murphy my true and lawful attorneys-in-fact, each
with full power of substitution, for me in any and all capacities, to sign,
pursuant to the requirements of the Securities Act of 1933, a Registration
Statement on Form S-8 for TRANSCEND SERVICES, INC., in connection with its 1992
Stock Option Plan and to file the same with the Securities and Exchange
Commission, together with all exhibits thereto and other documents in connection
therewith, and to sign on my behalf and in my stead, in any and all capacities,
any amendments to said Registration Statement, incorporating such changes as
said attorneys-in-fact deem appropriate, hereby ratifying and confirming all
that said attorneys-in-fact, or their substitute or substitutes, may do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 1st day of July,
1996.
/s/ Donald L. Lucas
-------------------------------------
Donald L. Lucas
ACKNOWLEDGMENT
--------------
BEFORE me this 1st day of July, 1996, came Donald L. Lucas personally known
to me, who in my presence did sign and seal the above and foregoing Power of
Attorney and acknowledged the same as his true act and deed.
/s/ Jennifer Kirk
----------------------------------------
NOTARY PUBLIC
State of Georgia
-------
My Commission Expires:
12/29/99
--------
<PAGE>
Exhibit 24.2
STATE OF Georgia
-------
COUNTY OF Fulton
------
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that I, George B. Caldwell, a Director of
TRANSCEND SERVICES, INC., a Delaware corporation, do constitute and appoint
Larry G. Gerdes and David W. Murphy my true and lawful attorneys-in-fact, each
with full power of substitution, for me in any and all capacities, to sign,
pursuant to the requirements of the Securities Act of 1933, a Registration
Statement on Form S-8 for TRANSCEND SERVICES, INC., in connection with its 1992
Stock Option Plan and to file the same with the Securities and Exchange
Commission, together with all exhibits thereto and other documents in connection
therewith, and to sign on my behalf and in my stead, in any and all capacities,
any amendments to said Registration Statement, incorporating such changes as
said attorneys-in-fact deem appropriate, hereby ratifying and confirming all
that said attorneys-in-fact, or their substitute or substitutes, may do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 1st day of
July, 1996.
/s/ George B. Caldwell
----------------------
George B. Caldwell
ACKNOWLEDGMENT
--------------
BEFORE me this 1st day of July, 1996, came George B. Caldwell personally
known to me, who in my presence did sign and seal the above and foregoing Power
of Attorney and acknowledged the same as his true act and deed.
/s/ Jennifer Kirk
-----------------
NOTARY PUBLIC
State of Georgia
-------
My Commission Expires:
12/29/99
--------
<PAGE>
Exhibit 24.3
STATE OF Georgia
-------
COUNTY OF Fulton
------
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that I, Walter S. Huff, Jr., a Director of
TRANSCEND SERVICES, INC., a Delaware corporation, do constitute and appoint
Larry G. Gerdes and David W. Murphy my true and lawful attorneys-in-fact, each
with full power of substitution, for me in any and all capacities, to sign,
pursuant to the requirements of the Securities Act of 1933, a Registration
Statement on Form S-8 for TRANSCEND SERVICES, INC., in connection with its 1992
Stock Option Plan and to file the same with the Securities and Exchange
Commission, together with all exhibits thereto and other documents in connection
therewith, and to sign on my behalf and in my stead, in any and all capacities,
any amendments to said Registration Statement, incorporating such changes as
said attorneys-in-fact deem appropriate, hereby ratifying and confirming all
that said attorneys-in-fact, or their substitute or substitutes, may do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 1st day of
July, 1996.
/s/ Walter S. Huff, Jr.
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Walter S. Huff, Jr.
ACKNOWLEDGMENT
--------------
BEFORE me this 1st day of July, 1996, came Walter S. Huff, Jr., personally
known to me, who in my presence did sign and seal the above and foregoing Power
of Attorney and acknowledged the same as his true act and deed.
/s/ Jennifer Kirk
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NOTARY PUBLIC
State of Georgia
-------
My Commission Expires:
12/29/99
--------
<PAGE>
Exhibit 24.4
STATE OF Georgia
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COUNTY OF Fulton
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POWER OF ATTORNEY
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KNOW ALL MEN BY THESE PRESENTS, that I, Charles E. Thoele, a Director of
TRANSCEND SERVICES, INC., a Delaware corporation, do constitute and appoint
Larry G. Gerdes and David W. Murphy my true and lawful attorneys-in-fact, each
with full power of substitution, for me in any and all capacities, to sign,
pursuant to the requirements of the Securities Act of 1933, a Registration
Statement on Form S-8 for TRANSCEND SERVICES, INC., in connection with its 1992
Stock Option Plan and to file the same with the Securities and Exchange
Commission, together with all exhibits thereto and other documents in connection
therewith, and to sign on my behalf and in my stead, in any and all capacities,
any amendments to said Registration Statement, incorporating such changes as
said attorneys-in-fact deem appropriate, hereby ratifying and confirming all
that said attorneys-in-fact, or their substitute or substitutes, may do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 1st day of
July, 1996.
/s/ Charles E. Thoele
---------------------
Charles E. Thoele
ACKNOWLEDGMENT
--------------
BEFORE me this 1st day of July, 1996, came Charles E. Thoele personally
known to me, who in my presence did sign and seal the above and foregoing Power
of Attorney and acknowledged the same as his true act and deed.
/s/ Jennifer Kirk
-----------------
NOTARY PUBLIC
State of Georgia
-------
My Commission Expires:
12/29/99
--------
