<PAGE>
As filed with the Securities and Exchange Commission on November 5, 1996.
Registration No. 333-________
--------------
================================================================================
SECURITIES AND EXCHANGE COMMISSION
450 FIFTH STREET N.W.
WASHINGTON, D.C. 20549
_______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________
TESCORP, INC.
(Exact name of registrant as specified in its charter)
TEXAS 74-2129403
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
327 CONGRESS AVENUE, SUITE 200 78701
AUSTIN, TEXAS (Zip Code)
(Address of Principal Executive Offices)
AMENDED AND RESTATED 1991 INCENTIVE PLAN
1993 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full title of the plans)
JACK S. GRAY, JR. COPY TO:
PRESIDENT AND CHIEF OPERATING OFFICER PHILLIP M. SLINKARD, ESQ.
327 CONGRESS AVENUE, SUITE 200 HUGHES & LUCE, L.L.P.
AUSTIN, TEXAS 78701 111 CONGRESS AVENUE
(512) 476-2995 SUITE 900
(Name, address and telephone number, AUSTIN, TEXAS 78701
including area code, of agent for service) (512) 482-6836
_______________________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF CLASS OF SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED(1) PER SHARE(2)(3) OFFERING PRICE (2)(3) FEE(3)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shares of Common Stock, $.02
par value per share............... 1,650,000 $4.00 $5,428,000.72 $1,871.72
====================================================================================================================================
</TABLE>
(1) Pursuant to Rule 416 of the Securities Act of 1933 (the "Securities
Act"), this Registration Statement is deemed to include additional shares of
Common Stock issuable under the terms of the Amended and Restated 1991 Incentive
Plan (the "1991 Plan") and the 1993 Non-Employee Director Stock Option Plan to
prevent dilution resulting from any future stock split, stock dividend or
similar transaction.
(2) Estimated solely for the purpose of calculating the registration fee.
(3) Calculated pursuant to Rule 457(c) and (h) of the Securities Act.
Accordingly, the price per share of the Common Stock offered hereunder pursuant
to the 1991 Plan and the 1993 Non-Employee Director Stock Option Plan is based
on (i) 833,334 shares of Common Stock originally reserved for issuance under the
1991 Plan and the 1993 Non-Employee Director Stock Option Plan and that are not
currently subject to outstanding Stock Options, at a price per share of $4.00,
which is based upon the average bid and ask price of the Common Stock on the
NASDAQ on October 31, 1996; and (ii) the following 816,666 shares of Common
Stock reserved for issuance under the 1991 Plan and the 1993 Non-Employee
Director Stock Option Plan subject to Stock Options already granted thereunder
at the following prices:
<PAGE>
<TABLE>
<CAPTION>
No. of Shares of Common Stock Exercise Price
Reserved for Issuance Per Share
- ------------------------------- --------------
<S> <C>
41,666 $1.21
150,000 $1.25
8,334 $1.63
50,000 $2.75
550,000 $3.00
8,333 $3.25
8,333 $3.43
</TABLE>
2
<PAGE>
STATEMENT
This Registration Statement relates to the registration of additional shares
of the common stock of registrant, which is the same class as the securities for
which a registration statement on this form relating to an employee benefit plan
is effective. The registrant hereby incorporates by reference in this
Registration Statement the contents of the Registration Statement on Form S-8
(File No. 33-39661), filed by the registrant with the Securities and Exchange
Commission on March 29, 1991.
ITEM 8. EXHIBITS.
The exhibits listed in the accompanying index to exhibits are filed or
incorporated as a part of this Registration Statement.
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies
that it has reasonable grounds to believe that it meets all 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
Austin, Texas, on October 31, 1996:
TESCORP, INC.
By: /s/ JACK S. GRAY, JR.
---------------------------------
Jack S. Gray, Jr., President and
Chief Operating Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears
below constitutes and appoints Jack R. Crosby and Jack S. Gray, Jr., each of
them, his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same with all exhibits, thereto, and all documents in
connection therewith, with the Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or either 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, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:
/s/ JACK R. CROSBY October 31, 1996
- -------------------------------------------------
Jack R. Crosby
Chairman and Chief Executive Officer, Director
/s/ JACK S. GRAY, JR. October 31, 1996
- -------------------------------------------------
Jack S. Gray, Jr.
President and Chief Operating Officer, Director
/s/ JOHN D. BECKER October 31, 1996
- -------------------------------------------------
John D. Becker
Controller and Principal Accounting Officer
/s/ LEE A. LAHOURCADE October 31, 1996
- -------------------------------------------------
Lee A. Lahourcade
Director
/s/ J. KELLY ELLIOTT October 31, 1996
- -------------------------------------------------
J. Kelly Elliott
Director
/s/ WINSTON J. CHURCHILL October 31, 1996
- -------------------------------------------------
Winston J. Churchill
Director
4
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
- ------- ----------------------
<S> <C>
*4.1(a) 1993 Non-Employee Director Stock Option Plan [Exhibit 10.21 to
Annual Report on Form 10-KSB dated July 1, 1994]
4.1(b) Amended and Restated 1991 Incentive Plan
5.1 Opinion of Hughes & Luce, L.L.P.
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Hughes & Luce, L.L.P. [included in the firm's opinion
filed as Exhibit 5.1]
24.1 Power of Attorney (see signature page of this Registration
Statement)
</TABLE>
5
<PAGE>
EXHIBIT 4.1(b)
TESCORP, INC.
AMENDED AND RESTATED 1991 INCENTIVE PLAN
1. PURPOSE
The purpose of the Tescorp, Inc. 1991 Incentive Plan (the "Plan") is to
----
advance the interests of Tescorp, Inc. (the "Company") and its Subsidiaries (as
-------
defined below) by providing incentive awards and stock ownership opportunities
to certain key employees (including officers and directors), consultants and
other individuals who contribute significantly to the performance of the Company
and its Subsidiaries. In addition, the Plan is intended to enhance the ability
of the Company and its Subsidiaries to attract and retain individuals of
superior managerial ability and to motivate such key employees to exert their
best efforts towards future progress and profitability of the Company and its
Subsidiaries. Accordingly, the Company may make awards ("Awards") to key
------
employees, consultants and other individuals in the form of (i) options
("Options") to purchase shares of the Company's common stock, par value $.02 per
- ---------
share ("Common Stock"), (ii) shares of Common Stock which are restricted as
------ -----
provided in Section 7 ("Restricted Stock") and (iii) limited stock appreciation
rights ("LSARs"). Options may be either incentive stock options ("ISOs") which
----- ----
are qualified under Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code"), or nonqualified stock options ("Nonqualified Options").
---- --------------------
For purposes of the Plan, a "Subsidiary" shall be any corporation in which
----------
the Company has a direct or indirect ownership interest of 50% or more of the
total combined voting power of all classes of stock in such corporation.
2. APPROVAL OF AWARDS
Each Award may be approved in any of the following ways:
A. BOARD/COMMITTEE APPROVAL. The entire Board or the Committee (as
defined below) may vote in advance to approve such Award.
B. SHAREHOLDER APPROVAL/RATIFICATION. In compliance with Section 14
of the Securities Exchange Act of 1934 ("1934 Act"), a majority of the
--------
shareholders of the Company duly entitled to vote on such matters at
meetings held in accordance with the laws of the State of Texas may, either
in advance of the Award or no later than the next annual meeting of
shareholders, affirmatively vote to approve such Award.
3. ADMINISTRATION AND INTERPRETATION
A. ADMINISTRATION. The Plan shall be administered by the
Compensation Committee (the "Committee") of the Board of Directors (the
---------
"Board") of Tescorp, Inc. The Committee shall consist solely of two or
------
more "Non-Employee Directors" within the meaning of Rule 16b-3 of the
General
<PAGE>
Rules and Regulations of the 1934 Act. The Committee may prescribe, amend
and rescind rules and regulations for administration of the Plan and shall
have full power and authority to construe and interpret the Plan. The
Committee may correct any defect or any omission or reconcile any
inconsistency in the Plan or, subject to the requirements of Section 2
herein, in any grant made under the Plan in the manner and to the extent it
shall deem desirable.
Committee members shall be appointed by and shall serve at the
pleasure of the Board. If any members of the Committee possess an interest
in any other transaction for which disclosure would be required pursuant to
Rule 404(a) of Regulation S-K of the General Rules and Regulations of the
1934 Act or are engaged in a business relationship for which disclosure is
required pursuant to Rule 404(b), then the Committee may not grant Awards
under the Plan. The Board may from time to time appoint members of the
Committee in substitution for or in addition to members previously
appointed and may fill vacancies, however caused, in the Committee. A
majority of the members of the Committee shall constitute a quorum, and the
acts of a majority of the members present at a meeting, or the acts of a
majority of the members evidenced in writing, shall be the acts of the
Committee. Members of the Committee may, in the discretion of the Board,
receive compensation for their services as members, and all expenses and
liabilities they incur in connection with the administration of the Plan
shall be borne by the Company.
The day-to-day administration of the Plan may be carried out by such
officers and employees of the Company or its Subsidiaries as shall be
designated from time to time by the Committee. The Committee may employ
attorneys, consultants, accountants, appraisers, brokers or other persons,
and the Committee, the Company and the officers and employees of the
Company shall be entitled to rely upon the advice, opinions or valuations
of any such persons.
The Board, the Committee or the shareholders, as the case may be,
shall have concurrent authority to make all decisions concerning specific
Awards granted under the Plan, including without limitation the selection
of the persons to whom Awards are granted, the number of shares of Common
Stock subject to each Award and the terms and conditions of each Award.
The Committee shall construe the terms and provisions of the Plan and the
Agreements and adopt, from time to time, such rules and regulations, not
inconsistent with the terms of the Plan, as it may deem advisable to carry
out the Plan. All decisions by the Committee shall be final. The
effective date of an Award is referred to herein as the "Grant Date."
----------
B. INTERPRETATION. The Interpretation and construction by the Committee
of any provisions of the Plan or of any grant under the Plan and any
determination by the Committee under any provision of the Plan or any such
grant shall be final and conclusive for all purposes.
2
<PAGE>
C. LIMITATION ON LIABILITY. Neither the Committee nor any member thereof
shall be liable for any act, omission, interpretation, construction or
determination made in connection with the Plan in good faith, and the
members of the Committee shall be entitled to indemnification and
reimbursement by the Company in respect of any claim, loss, damage or
expense including counsel fees) arising therefrom to the full extent
permitted by law and the articles of incorporation of the Company. The
members of the Committee, if appointed, shall be named as insureds under
any directors and officers liability insurance coverage that may be in
effect from time to time.
4. SHARES SUBJECT TO GRANTS UNDER THE PLAN
The aggregate number of shares which may be issued under Awards granted
under the Plan shall not exceed 2,000,000 shares of Common Stock; provided
however, that the number of Awards granted to any single executive officer of
the Company during any fiscal year shall not exceed 1,000,000 shares of Common
Stock under the Plan during such year. Such shares may consist of authorized
but unissued shares of Common Stock or previously issued shares of Common Stock
reacquired by the Company. Any of such shares which remain unissued and which
are not subject to outstanding Awards at the termination of the Plan shall cease
to be subject to the Plan, but until termination of the Plan, the Company shall
at all times make available a sufficient number of shares to meet the
requirements of the Plan and the outstanding Awards. The number of shares of
Common Stock which are available for Awards under the Plan shall be decreased by
each exercise of an Option or LSAR, and by each grant of Restricted Stock, and
to the extent that such Award lapses the shares theretofore subject to such
Award may again be subject to other Awards granted under the Plan. If any
Award, in whole or in part, expires or terminates unexercised or is cancelled or
forfeited, the shares theretofore subject to such Award may be subject to
another Award granted under the Plan. The aggregate number of shares which may
be issued under Awards granted under the Plan shall be subject to adjustment as
provided in Section 9 hereof.
5. ELIGIBILITY
The individuals who shall be eligible to receive Awards under the Plan
shall be such key employees, directors, independent consultants and other
individuals as the Committee from time to time shall determine; provided, that
only employees of the Company and Subsidiaries shall be eligible to receive
grants of ISOs. In granting Awards, the Board, the Committee or the
shareholders, as the case may be, shall take into consideration the contribution
an individual has made or may make to the success of the Company or its
Subsidiaries and such other factors as the Committee shall determine. The
Board, the Committee or the shareholders, as the case may be, shall also have
the authority to consult with and receive recommendations from officers and
other employees of the Company and its Subsidiaries with regard to these
matters. In no event shall any individual or his legal representatives, heirs,
legatees, distributees or successors have any
3
<PAGE>
right to participate in the Plan except to such extent, if any, as the Committee
shall determine.
Awards may be granted under the Plan from time to time in substitution
for stock options, restricted stock or other stock-based compensation awards
granted by other corporations where, as a result of a merger or consolidation of
such other corporation, or the acquisition by the Company or a Subsidiary of
stock of, or other beneficial ownership interest in, such other corporation, the
individuals who held such awards become eligible to receive Awards under the
Plan.
6. GRANTS AND TERMS OF OPTIONS
A. GRANTS OF OPTIONS. Grants of Options under the Plan shall be for such
number of shares of Common Stock and shall be subject to such terms and
conditions as the Board, the Committee or the shareholders, as the case may
be, shall designate. Options may be granted by the Board, the Committee or
the shareholders, as the case may be, to any eligible individual at any
time and from time to time.
B. TERMS OF OPTIONS. Each grant of an Option shall be evidenced by an
Agreement executed by the recipient of the Option (the "Optionee") and an
--------
authorized officer of the Company. Each Agreement shall be in a form
approved by the Committee, shall comply with and be subject to the terms
and conditions of the Plan and may contain such other provisions,
consistent with the terms and conditions of the Plan and the specific
Awards, as the Committee shall deem advisable. References herein to an
Agreement shall include, to the extent applicable, any amendment to the
Agreement and any interpretation or construction thereof by the Committee
pursuant to this Plan.
(1) EXERCISE OF OPTIONS. Options shall not be exercisable prior to
the date six months following the Grant Date. In the discretion of
the Committee, each Agreement may state that the Option granted
therein may not be exercised in whole or in part for a period or
periods of time specified in such Agreement and may further limit the
exercisability of the Option in such a manner as the Committee deems
appropriate, consistent with the terms of the specific Award. In
addition, the Committee may, by a resolution duly adopted, suspend the
exercisability of all outstanding Options at any time and from time to
time upon a determination, in its discretion that such suspension is
in the best interests of the Company and its shareholders; provided,
that the resolution effecting any such suspension shall also make
provision for the exercise of all outstanding Options for a reasonable
period of time following such suspension. Except as provided herein
or as so specified in the Agreement or in a resolution of the
Committee, any Option may be exercised in whole at any time or in part
from time to time during its term. The Committee may, in
4
<PAGE>
its discretion, consistent with the terms of the specific Award, at
any time and from time to time accelerate the exercisability of all or
part of any Option. An Optionee may exercise an Option by providing
written notice to the Company at any time or from time to time during
the period such Option is exercisable and by satisfying such other
conditions as set forth in the Agreement relating to the Option,
including without limitation satisfying the requirements for tax
withholding with respect to such exercise.
(2) PAYMENT OF OPTION EXERCISE PRICE. Upon exercise of an Option, the
full price per share (the "Exercise Price") for the shares with
--------------
respect to which the Option is being exercised shall be payable to the
Company (i) in cash or by check payable and acceptable to the Company
or (ii) subject to the approval of the Committee, (a) by tendering to
the Company shares of Common Stock owned by the Optionee having an
aggregate Market Value Per Share (as defined below) as of the date of
exercise and tender that is not greater than the Exercise Price for
the shares with respect to which the Option is being exercised and by
paying any remaining amount of the Exercise Price as provided in (i)
above; provided, the Committee may, upon confirming that the Optionee
owns the number of additional shares being tendered, authorize the
issuance of a new certificate for the number of shares being acquired
pursuant to the exercise of the Option less the number of shares being
tendered upon the exercise and return to the Optionee (or not require
surrender of) the certificate for the shares being tendered upon the
exercise or (b) by the Optionee delivering to the Company a properly
executed exercise notice together with irrevocable instructions to a
broker to promptly deliver to the Company cash or a check payable and
acceptable to the Company to pay the option exercise price; provided
that in the event the Optionee chooses to pay the Option exercise as
provided in (ii)(b) above, the Optionee and the broker shall comply
with such procedures and enter into such agreements of indemnity and
other agreements as the Committee shall prescribe as a condition of
such payment procedure. Payment instruments will be received subject
to collection.
(3) NUMBER OF SHARES. Each Agreement shall state the total number of
shares of Common Stock that are subject to the Option, which number
shall be subject to adjustment pursuant to Section 9.
(4) EXERCISE PRICE. The Exercise Price for each Option shall be fixed
on, or in case of ratification by the shareholders, as of the Grant
Date. The Exercise Price may be greater or, other than with respect
to an ISO, less than the Market Value Per Share on the Grant Date, but
in no event less than the par value of the Common Stock. The Exercise
Price shall be subject to adjustment pursuant to Section 9.
5
<PAGE>
(5) TERM. The term of each Option shall be determined at the Grant
Date; provided, however, that each Option shall expire no later than
ten years from the Grant Date and in the event no determination is
made to the contrary, shall expire ten years from the Grant Date, or
in the case of an Incentive Stock Option granted to an employee who
owns in excess of 10% of the outstanding voting stock of the Company,
shall expire five years from the Grant Date (such date, as determined
by the Committee or provided for herein, being referred to hereafter
as the "Expiration Time").
---------------
(6) MARKET VALUE PER SHARE. "Market Value Per Share" shall be
----------------------
determined as of any particular date by any fair and reasonable means
determined by the Board, the Committee or the Shareholders, as the
case may be.
(7) TERMINATION OF EMPLOYMENT. In the event that an Optionee's
employment with the Company shall terminate for reasons other than (i)
retirement, with the consent of the Company or the Optionee's
employing Subsidiary, as the case may be ("retirement"), (ii)
----------
permanent disability or (iii) death, the Optionee shall have the
right, subject to subsections (1) and (5) above, to exercise any
Option at any time during the period of three months following such
termination to the extent the Option was exercisable on the
termination date.
In the event that an Optionee's employment with the Company shall
terminate due to retirement or permanent disability, the Optionee
shall have the right, subject to subsections (1) and (5) above, to
exercise any Option at any time during the period of 12 months
following such termination, to the extent the Option was exercisable
on the termination date. Whether any termination of employment is due
to retirement or permanent disability, and whether an authorized leave
of absence or absence on military or government service or for other
reasons shall constitute a termination of employment, for the purposes
of the Plan shall be determined by the Committee.
With respect to Options granted to an individual who is not an
employee of the Company on the Grant Date, the Board, the Committee or
the shareholders, as the case may be, may specify the terms and
conditions upon which such Option shall terminate.
If an Optionee shall die while entitled to exercise an Option, the
Optionee's estate, personal representative or beneficiary, as the case
may be, shall have the right, subject to subsections (1) and (5)
above, to exercise the Option at any time during the period of 12
months following
6
<PAGE>
the date of the Optionee's death to the extent that the Option was
exercisable on the date of the Optionee's death.
The Committee may, in its discretion, consistent with the terms of
the specific grant, (i) accelerate the exercisability of all or part
of an Option that is not otherwise exercisable or (ii) provide that an
Option shall remain outstanding and be exercisable following
termination of employment (or other specified events in the case of
nonemployees) on such other terms and conditions as the Committee
shall approve.
(8) INCENTIVE STOCK OPTIONS. ISOs may be granted only to individuals
who are key employees (including officers who are also key employees)
of the Company at the time the ISO is granted. ISOs may be granted to
the same individual on more than one occasions, but in no event shall
an ISO be granted after December 31, 2000.
No employee shall be eligible to receive an ISO if, on the Grant
Date, such employee owns (including ownership through the attribution
provisions of Section 424 of the Code) in excess of 10% of the
outstanding voting stock of the Company (or of its parent or
subsidiary as defined in Section 424 of the Code) unless the following
two conditions are met:
(i) the option price for the shares of Common Stock
subject to the ISO is at least 110% of the fair market value
of the shares of Common Stock on the Grant Date; and
(ii) the Agreement provides that the term of the ISO does
not exceed five years.
No employee shall be eligible to receive ISOs (under the Plan and
all other option plans of the Company, its parent and subsidiary
corporations) that are exercisable for the first time in any calendar
year with respect to stock with an aggregate fair market value
(determined at the Grant Date) in excess of $100,000.
(9) RELOAD OPTIONS. In the event a person who is an active employee
of the Company or a Subsidiary shall exercise an Option (the "Original
--------
Option") by paying all or a portion of the Exercise Price of the
------
shares of Common Stock subject to the Original Option by tendering to
the Company shares of Common Stock owned by such person, an Option to
purchase the number of shares of Common Stock used for such purpose by
the employee (the "Reload Option") shall be granted to the employee as
-------------
of the exercise date; provided that a Reload Option has been granted
to such Optionee with respect to such Option, as evidenced in his
Agreement. The
7
<PAGE>
Exercise Price of the Common Stock subject to the Reload Option shall
be 100% of Market Value Per Share of the Common Stock on such date,
subject to adjustment as provided in Section 9. The Reload Option may
be exercised at any time during the term of the Original Option,
subject to such limitations, if any, as may be placed on such
exercisability in the Agreement.
7. RESTRICTED STOCK
A. AWARDS OF RESTRICTED STOCK. Restricted Stock may be awarded to any
individual eligible to receive the same, at any time and from time to time.
The issuance of Restricted Stock to an individual pursuant to an Award may
be made subject to such restrictions and the future satisfaction or
occurrence of terms, conditions or contingencies (collectively,
"Conditions") set when the Award is made, such that failure of any
----------
Condition shall cause all or part of such shares to be forfeited.
B. DESCRIPTION OF RESTRICTED STOCK. Shares of Restricted Stock may not be
sold, exchanged, pledged, transferred, assigned or otherwise encumbered or
disposed of until the Conditions set at the time of the Award have been
satisfied. A share of Restricted Stock shall be subject to such
restrictions and Conditions as may be established at the time of the Award,
which may include, without limitation, "lapse" and "non-lapse" restrictions
----- ---------
(as such terms are defined in regulations promulgated under Section 83 of
the Code) and the achievement of specific goals.
If an individual is granted shares of Restricted Stock (whether or not
escrowed as provided below), the recipient shall be the record owner of
such shares and shall have the rights of a shareholder with respect to such
shares (unless the escrow agreement, if any, specifically provides
otherwise), including the right to vote and the right to receive dividends
or other distributions made or paid with respect to such shares. Any
certificate or certificates representing shares of Restricted Stock shall
bear a legend similar to the following:
The shares represented by this certificate have been issued pursuant to
an Award made under the terms of the Tescorp, Inc. 1991 Incentive Plan
and may not be sold, pledged, transferred, assigned or otherwise
encumbered in any manner except as set forth in the terms of such Award
dated __________, 19__.
In order to enforce the restrictions and Conditions that may be
applicable to a recipient's shares of Restricted Stock, the Committee may
require the recipient, upon the receipt of a certificate or certificates
representing such shares, or at any time thereafter, to deposit such
certificate or certificates, together with stock powers and other
instruments of transfer appropriate endorsed in blank, with
8
<PAGE>
the company or an escrow agent designated by the Company under an escrow
agreement, in such form as shall be determined by the Committee.
After the satisfaction or occurrence of the Conditions and the lapse of
all restrictions, a certificate, without the legend set forth above, shall
be delivered to the recipient for the number of shares that are no longer
subject to restrictions and Conditions. The remaining shares of Restricted
Stock issued with respect to such Award, if any, shall either be reacquired
by the Company and forfeited by the recipient or, if appropriate under the
terms of the Award applicable to such shares, shall continue to be subject
to the restrictions and Conditions.
C. PAYMENT OF RESTRICTED STOCK. The satisfaction of the Conditions and
the lapse of all restrictions, and the delivery of a certificate without
the legend set forth above for the portion of such award that is no longer
subject to restrictions and Conditions, is hereinafter referred to as the
"payment" of such portion of the Award. Subject to the provisions above,
--------
each Award shall be paid at the time and in the manner specified at the
time of the Award.
D. PAYMENT IN THE EVENT OF TERMINATION OF EMPLOYMENT. In the event a
recipient's employment with the Company shall terminate prior to the
satisfaction or occurrence of a Condition applicable to all or a portion of
an Award of Restricted Stock, then such portion of the Award shall be
reacquired by the Company and forfeited by the recipient; provided,
however, if the termination of employment is due to the employee's death,
permanent disability or retirement, the Committee may, in its sole
discretion, deem the Conditions to have been met for all or part of such
portion of the Award. With respect to the shares of Restricted Stock
granted to an individual who is not an employee of the Company on the Grant
Date, the Committee may specify the circumstances upon which the shares of
Restricted Stock shall be forfeitable prior to the satisfaction of
applicable Conditions.
If Restricted Stock shall be reacquired by the Company and forfeited as
provided herein, the recipient, or in the event of his death or his
personal representative, shall forthwith deliver to the Secretary of the
Company the certificates for the Restricted Stock awarded pursuant to the
Plan to the recipient, accompanied by such instrument of transfer, if any,
as may reasonably be required by the Secretary of the Company.
If a recipient dies after satisfaction of the Conditions for the
payment of all or a portion of an Award of Restricted Stock but prior to
the actual payment of all or such portion thereof, such payment shall be
made to the recipient's beneficiary or beneficiaries at the time and in the
same manner that such payment would have been made to the recipient.
8. LSARs
9
<PAGE>
A. The Board, the Committee or the shareholders, as the case may be, shall
have authority to grant a right (referred to in the Plan as an "LSAR") to
----
the holder of any Option (such Option is referred to herein as a "Related
-------
Option") with respect to all or some of the shares of Common Stock covered
------
by such Related Option. An LSAR may be granted either at the time of the
grant of the Related Option or at any time thereafter during its term;
provided, no Award of an LSAR may be made after termination of the Plan.
An LSAR shall be evidenced by provisions in the Agreement covering the
Related Option, or an amendment thereto. An LSAR may be exercised only
during the period of seven months following a Change of Control Date (as
defined in Section 8.D hereof). Unless otherwise provided in the
respective Agreement, an LSAR shall be exercisable as to the entire number
of shares covered by the Related Option, without regard to whether the
Related Option is otherwise fully vested.
B. Upon the exercise of an LSAR, the Related Option shall cease to be
exercisable to the extent of the number of shares of Common Stock with
respect to which such LSAR is exercised. Upon the exercise or termination
of a Related Option, the LSAR with respect to such Related Option shall
terminate to the extent of the shares of Common Stock with respect to which
the Related Option was exercised or terminated. In the event that the term
of the Related Option would otherwise expire prior to the end of the seven-
month period specified in Section 8.A., then the term of the Related Option
shall be automatically extended to the end of such period.
C. Upon the exercise of an LSAR, the holder thereof shall receive in cash
whichever of the following amounts is applicable:
(1) in the case of an exercise of an LSAR by reason of the occurrence
of an Offer (as defined in Section 8.D.(1) hereof), an amount equal to
the Offer Spread (as defined in Section 8.F. hereof);
(2) in the case of an exercise of an LSAR by reason of shareholder
approval of an agreement described in Section 8.D.(2) hereof, an
amount equal to the Merger Spread (as defined in Section 8.H. hereof);
(3) in the case of an exercise of an LSAR by reason of shareholder
approval of a plan of liquidation described in Section 8.D.(2) hereof,
an amount equal to the Liquidation Spread (as defined in Section 8.J
hereof);
(4) in the case of an exercise of an LSAR by reason of an acquisition
of Common Stock described in Section 8.D.(3) hereof, an amount equal
to the Acquisition Spread (as defined in Section 8.L. hereof); or
10
<PAGE>
(5) in the case of an exercise of an LSAR by reason of a change in the
constituency of the Board described in Section 8.D.(4) hereof, an
amount equal to the Other Spread (as defined in Section 8.N. hereof).
D. For purposes of the Plan, the term "Change of Control" shall mean the
-----------------
occurrence of any one or more of the following events:
(1) any corporation (other than the Company or a Subsidiary), person or
group (within the meaning of Sections 13(d) or 14(d)(2) of the 1934 Act)
makes a tender or exchange offer which, if consummated, would make such
corporation, person or group the beneficial owner (within the meaning of
Rule 13d-3 under the 1934 Act) of voting securities of the Company
representing more than 25% of the total number of votes eligible to be cast
at any election of directors of the Company and, pursuant to such offer,
purchases are made (an "Offer");
-----
(2) the shareholders of the Company approve an agreement to merge or
consolidate the Company with or into another corporation or to sell, lease
or otherwise dispose of all or substantially all of its assets, or adopt a
plan of liquidation;
(3) any corporation, person or group (within the meaning of Sections
13(d) and 14(d)(2) of the 1934 Act) becomes the beneficial owner (within
the meaning of Rule 13d-3 under the 1934 Act) becomes the beneficial owner
(within the meaning of Rule 13d-3 under the 1934 Act) of voting securities
of the Company representing more than 25% of the total number of votes
eligible to be cast at any election of directors of the Company; or
(4) those persons who constitute the Directors at the beginning of any
two-year period cease to constitute a majority of the Board at any time
during such two-year period;
provided, however, that in no event shall a Change of Control or Change of
Control Date (as defined below) be deemed to have occurred if the Board, by
written action taken prior to, and with respect to, an event otherwise
constituting a Change of Control, determines in its discretion that such
event shall not constitute a Change of Control for purposes of the Plan and
the Agreements relating to LSARs and Restricted Stock LSARs (defined below)
entered into in connection with the Plan. As used herein, and subject to
the proviso contained in the preceding sentence, the term "Change of
---------
Control Date" means the first purchase of voting securities of the Company
------------
pursuant to an Offer, the date of any shareholder approval or adoption of
an agreement or plan referred to in Section 8.D.(2), the date on which the
event described in Section 8.D.(3) occurs, or the date on which the change
in constituency of the Board, described in Section 8.D.(4) occurs, as the
case may be.
11
<PAGE>
E. The term "Offer Price Per Share" as used in this Section 8 shall mean,
---------------------
with respect to the exercise of any LSAR which becomes execrable by reason
of the occurrence of an Offer, the greater of (i) the highest price per
share of Common Stock paid in the Offer or (ii) the highest Market Value
Per Share of Common Stock during such sixty-day period. Any securities or
property which are part or all of the consideration paid for shares of
Common Stock in the Offer shall be valued in determining the Offer Price
Per Share at the higher of (A) the valuation placed on such securities or
property by the corporation, person or other entity making such Offer and
(B) the valuation placed on such securities or property by the Committee.
F. The term "Offer Spread" as used in this Section 8 shall mean an amount
------------
equal to the product computed by multiplying (i) the excess of (A) the
Offer Price Per Share over (B) the Exercise Price per share of Common Stock
at which the Related Option is exercisable, by (ii) the number of shares of
Common Stock with respect to which such LSAR is being exercised.
G. The term "Merger Price Per Share" as used in this Section 8 shall mean,
----------------------
with respect to the exercise of any LSAR which becomes exercisable by
reason of shareholder approval of an agreement described in Section
8.D.(2), the greater of (i) the fixed or formula price for the acquisition
or conversion of shares of Common Stock specified in such agreement if such
fixed or formula price is determinable on the date on which such LSAR is
exercised, and (ii) the highest Market Value Per Share of Common Stock
during the sixty-day period ending on the date on which such LSAR is
exercised. Any securities or property which are part or all of the
consideration paid for shares of Common Stock pursuant to such agreement
shall be valued in determining the Merger Price Per Share at the higher of
(A) the valuation placed on such agreement and (B) the valuation placed on
such securities or property by the Committee.
H. The term "Merger Spread" as used in this Section 8 shall mean an amount
-------------
equal to the product computed by multiplying (i) the excess of (A) the
Merger price Per Share over (B) the Exercise Price per share of Common
Stock at which the Related Option is exercisable, by (ii) the number of
shares of Common Stock with respect to which such LSAR is being exercised.
I. The term "Liquidation Price Per Share" as used in this Section 8 shall
---------------------------
mean, with respect to the exercise of any LSAR which becomes exercisable by
reason of shareholder approval of a plan of liquidation described in
Section 8.D.(2), the greater of (i) the highest amount paid or to be paid
per share of Common Stock pursuant to the plan of liquidation as determined
by the Board and (ii) the highest Market Value Per Share of Common Stock
during the sixty-day period ending on the date on which such LSAR is
exercised. Any securities or property which (A) are part of all the
consideration paid for shares of Common
12
<PAGE>
Stock pursuant to such plan of liquidation or (B) are to be sold and the
proceeds distributed in liquidation shall be valued in determining the
Liquidation Price Per Share at the higher of (i) the valuation placed on
such securities or property by the Company upon the distribution of such
securities or property in accordance with the plan of liquidation, if known
at the time of the exercise of such LSAR, and (ii) the valuation placed on
such securities or property by the Committee.
J. The term "Liquidation Spread" as used in this Section 8 shall mean an
------------------
amount equal to the product computed by multiplying (i) the excess of (A)
the Liquidation Price Per Share over (B) the Exercise Price per share of
Common Stock at which the Related Option is exercisable by (ii) the number
of shares of Common Stock with respect to which such LSAR is being
exercised.
K. The term "Acquisition Price Per Share" as used in this Section 8 shall
---------------------------
mean, with respect to the exercise of any LSAR which becomes exercisable by
reason of an acquisition of voting securities described in Section 8.D.(3),
the greater of (i) the highest price per share of Common Stock paid by such
corporation, person or group during the ninety-day period ending on the
Change of Control Date as stated on the Schedule 13D, 14D-1 or similar
schedule (or amendment thereto) filed by such corporation, person or group,
and (ii) the highest Market Value Per Share of Common Stock during the
sixty-day period ending on the date the LSAR is exercised.
L. The term "Acquisition Spread" as used in this Section 8 shall mean an
------------------
amount equal to the product computed by multiplying (i) the excess of (A)
the Acquisition Price Per Share over (B) the purchase price per share of
Common Stock at which the Related Option is exercisable, by (ii) the number
of shares of Common Stock with respect to which such LSAR is being
exercised.
M. The term "Other Price Per Share" as used in this Section 8 shall mean,
---------------------
with respect to the exercise of any LSAR by reason of a change in the
constituency of the Board described in Section 8.D.(4), the highest Market
Value Per Share of Common Stock during the sixty-day period ending on the
date the LSAR is exercised.
N. The term "Other Spread" as used in this Section 8 shall mean an
------------
amount equal to the product computed by multiplying (i) the excess of (A)
the Other Price Per Share over (B) the exercise Price per share of Common
Stock at which the Related Option is exercisable, by (ii) the number of
shares of Common Stock with respect to which such LSAR is being exercised.
O. A right (referred to in the Plan as a "Restricted Stock LSAR") may
---------------------
be granted to the holder of any shares of Restricted Stock with respect to
all or some of such shares. A Restricted Stock LSAR may be granted either
at the time of the Award of the Restricted Stock or at any time thereafter
during the term of any
13
<PAGE>
applicable restrictions; provided, no Award of a Restricted Stock LSAR may
be made after termination of the Plan. Restricted Stock LSARs shall be
evidenced by provisions in the Agreements relating to the Restricted Stock
or an amendment thereto. A Restricted Stock LSAR may be exercised only
during the period of seven months following a Change of Control Date. Each
Restricted Stock LSAR granted under the Plan shall specify the number of
shares of Restricted Stock that are subject to such Restricted Stock LSAR.
Unless provided otherwise in the respective Agreement, the Restricted Stock
LSAR may be exercised with respect to all shares or Restricted Stock
whether or not the restrictions applicable to such shares have lapsed or
the Conditions applicable to such shares have occurred or been satisfied.
P. Upon the exercise of a Restricted Stock LSAR, the holder of the
Restricted Stock will tender to the Company all shares of Restricted Stock
as to which the Restricted Stock LSAR is being exercised and will receive
in cash whichever of the following amounts is applicable:
(i) in the case of an exercise of a Restricted Stock LSAR by reason
of the occurrence of an Offer (as defined in Section 8.D.(1) hereof),
an amount equal to the Offer Price Per Share (as defined Section 8.E.
hereof);
(ii) in the case of an exercise of a Restricted Stock LSAR by reason
of an agreement described in Section 8.D.(2) hereof, an amount equal
to the Merger Price Per Share (as defined in Section 8.G. hereof);
(iii) in the case of an exercise of a Restricted Stock LSAR by
reason of shareholder approval of a plan of liquidation described in
Section 8.D.(2) hereof, an amount equal to the Liquidation Price Per
Share (as defined in Section 8.I. hereof);
(iv) in the case of an exercise of a Restricted Stock LSAR by reason
of an acquisition of Common Stock described in Section 8.D.(3) hereof,
an amount equal to the Acquisition Price Per Share (as defined in
Section 8.K. hereof); or
(v) in the case of an exercise of a Restricted Stock LSAR by reason
of a change in the constituency of the Board described in Section
8.D.(4) hereof, an amount equal to the Other Price Per Share (as
defined in Section 8.M. hereof).
9. RECAPITALIZATION OR REORGANIZATION
A. The existence of the Plan and the Awards granted hereunder shall not
affect in any way the right or power of the Board or the shareholders of
the
14
<PAGE>
company to make or authorize any adjustment, recapitalization,
reorganization or other change in the Company's capital structure or its
business, any merger or consolidation of the Company, any issue of bonds,
debentures, preferred or prior preference stocks ahead of or affecting
Common Stock or the rights thereof, the dissolution or liquidation of the
Company or any sale or transfer of all or any part of its assets or
business, or any other corporate act or proceeding.
B. The shares with respect to which awards may be granted are shares of
Common Stock as presently constituted. If, and whenever, prior to the
termination of the Plan or the expiration of an outstanding Option, the
Company shall effect a subdivision of shares of Common Stock or the payment
of a stock dividend on Common Stock without receipt of consideration by the
Company, the remaining shares of Common Stock available under the Plan and
the number of shares of Common Stock with respect to which outstanding
Options may thereafter be exercised shall be proportionately increased, and
the Exercise Price under outstanding Options shall be proportionately
reduced. If, and whenever, prior to the termination of the Plan or the
expiration of an outstanding Option, the Company shall effect a
consolidation of shares of Common Stock, the remaining shares of Common
Stock available under the Plan and the number of shares of Common Stock
with respect to which any outstanding Option may thereafter be exercised
shall be proportionately reduced, and the Exercise Price under the
outstanding Options shall be proportionately increased.
C. Except as may otherwise be expressly provided in the Plan, the
issuance by the Company of shares of stock of any class or securities
convertible into shares of stock of any class, for cash, property, labor or
services, upon direct sale, 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, and in any case
whether or not for fair value, shall not affect, and no adjustments by
reason thereof shall be made with respect to, the number of shares of
Common Stock available under the Plan or subject to Options theretofore
granted or the Exercise Price per share.
D. If the Company effects a recapitalization or otherwise materially
changes its capital structure (both of the foregoing are herein referred to
as a "Fundamental Change"), then thereafter upon any exercise of an Option
------------------
theretofore granted, the holder shall be entitled to purchase under such
Option, in lieu of the number of shares of Common Stock that would have
been received, the number and class of shares of stock and securities to
which the holder would have been entitled pursuant to the terms of the
Fundamental Change if, immediately prior to such Fundamental Change, the
Optionee had been the holder of record of the number of shares of Common
Stock.
E. Any adjustment provided for above shall be subject to any required
shareholder action.
15
<PAGE>
10. RECIPIENT'S AGREEMENT
If, at the time of the exercise of any Option or award of Restricted
Stock, in the opinion of counsel for the Company, it is necessary or desirable,
in order to comply with any then applicable laws or regulations relating to the
sale of securities, for the individual exercising the Option or receiving the
Restricted Stock to agree to hold any shares issued to the individual for
investment and without intention to resell or distribute the same and for the
individual to agree to dispose of such shares only in compliance with such laws
and regulations, the individual will, upon the request of the company, execute
and deliver to the Company a further agreement to such effect.
11. WITHHOLDING FOR TAXES
Any cash payment under the Plan shall be reduced by any amounts required
to be withheld or paid with respect thereto under all present or future federal,
state and local tax and other laws and regulations that may be in effect as of
the date of each such payment ("Tax Amounts"). Any issuance of Common Stock
-----------
pursuant to the exercise of an Option or other distribution of Common Stock
under the Plan shall not be made until appropriate arrangements have been made
for the payment of any amounts that may be required to be withheld or paid with
respect thereto. Such arrangements may, at the discretion of the Committee,
include allowing the participate to tender to the Company shares of Common Stock
owned by the participant, or to request the Company to withhold a portion of the
shares of Common Stock being acquired pursuant to the exercise or otherwise
distributed to the participant, which have a Market Value Per Share as of the
date of such exercise, tender or withholding that is not greater than the sum of
all Tax Amounts, together with payment of any remaining portion of all Tax
Amounts in cash or by check payable and acceptable to the Company. Payment
instruments will be received subject to collection.
12. DESIGNATION OF BENEFICIARY
Each individual to whom an Award has been made under this Plan may
designate a beneficiary or beneficiaries (which beneficiary may be an entity
other than a natural person) to receive any payment that under the terms of such
Award may become payable on or after the individual's death. At any time, and
from time to time, any such designation may be changed or cancelled by the
individual without the consent of any such beneficiary. Any such designation,
change or cancellation must be on a form provided for that purpose by the
Committee and shall not be effective until received by the Committee. If no
beneficiary has been named by a deceased participant, or the designated
beneficiaries have predeceased the individual, the beneficiary shall be the
individual's estate. If an individual designates more than one beneficiary, any
payments under this Plan to such beneficiaries shall be made in equal shares
unless the individual has designated otherwise, in which case the payments shall
be made in the shares designated by the individual.
16
<PAGE>
13. MISCELLANEOUS
A. NO EMPLOYMENT CONTRACT. Nothing contained in the Plan shall be
construed as conferring upon any employee the right to continue in the
employ of the Company or any Subsidiary.
B. EMPLOYMENT WITH SUBSIDIARIES. Employment by the Company for the
purpose of this Plan shall be deemed to include employment by, and to
continue during any period in which an employee is in the employment of,
any Subsidiary; provided, that for purposes of determining employment with
respect to ISOs, employment by the Company shall be deemed to include
employment by, and to continue during any period in which an employee is in
the employment of any Subsidiary.
C. NO RIGHTS AS A SHAREHOLDER. A participant shall have no rights as a
shareholder with respect to shares covered by such participant's Option or
Restricted Stock award until the date of the issuance of shares to the
employee pursuant thereto. No adjustment will be made for dividends or
other distributions or rights for which the record date is prior to the
date of such issuance.
D. NO RIGHT TO CORPORATE ASSETS. Nothing contained in the Plan shall be
construed as giving any participant, such participant's beneficiaries or
any other person any equity or other interest of any kind in any assets of
the Company or any Subsidiary or creating a trust of any kind or a
fiduciary relationship of any kind between the Company or a Subsidiary and
any such person, except to the extent such person is a holder of shares of
Common Stock issued pursuant to the Plan.
E. NO RESTRICTION ON CORPORATE ACTION. Nothing contained in the Plan
shall be construed to prevent the Company or any Subsidiary from taking any
corporate action that is deemed by the Company or such Subsidiary to be
appropriate or in its best interest, whether or not such action would have
an adverse effect on the Plan or any award made under the Plan. No
participant, beneficiary or other person shall have any claim against the
Company or any Subsidiary as a result of any such action.
F. NON-ASSIGNABILITY. Neither a participant nor a participant's
beneficiary shall have the power or right to sell, exchange, pledge,
transfer, assign or otherwise encumber or dispose of such participant's or
beneficiary's interest arising under the Plan or in any Restricted Stock or
Award received under the Plan; nor shall such interest be subject to
seizure for the payment of a participant's or beneficiary's debts,
judgments, alimony, or separate maintenance or be transferable by operation
of law in the event of a participant's or beneficiary's bankruptcy or
insolvency and to the extent any such interest arising under the Plan or
Restricted Stock or Award received under the Plan is awarded to a spouse
17
<PAGE>
pursuant to any divorce proceeding, such interest shall be deemed to be
terminated and forfeited notwithstanding any vesting provisions or other
terms herein or in the Agreement evidencing such Award.
G. APPLICATION OF FUNDS. The proceeds received by the Company from the
sale of shares of Common Stock pursuant to the Plan will be used for
general corporate purposes.
H. GOVERNING LAW; CONSTRUCTION. All rights and obligations under the Plan
shall be governed by, and the Plan shall be construed in accordance with,
the laws of the State of Texas without regard to the principles of
conflicts of laws. Titles and headings to Sections herein are for purposes
of reference only, and shall in no way limit, define or otherwise affect
the meaning or interpretation of any provisions of the Plan.
I. AMENDMENT AND TERMINATION. The Committee may from time to time and at
any time alter, amend suspend, discontinue or terminate this Plan and any
Awards hereunder; provided, however, that no such action of the Committee
may, without the approval of the shareholders of the Company, alter the
provisions of the Plan so as to increase the maximum number of shares of
Common Stock that may be subject to Awards and distributed in the payment
of Awards and exercises under the Plan (except as provided in Section 8).
For the purposes of awarding ISOs, the Plan shall terminate on December 31,
2000, and no ISOs shall be awarded after such date.
J. PREEMPTION BY APPLICABLE LAWS AND REGULATIONS. Anything in the Plan or
any Agreement to the contrary notwithstanding, if, at any time specified
herein or therein for the making of any determination, the issuance or
other distribution of shares of Common Stock or the payment of
consideration to an employee as a result of the exercise of any LSAR, as
the case may be, any law, regulation or requirement of any governmental
authority having jurisdiction in the premises shall require either the
Company or the individual (or the individual's beneficiary), as the case
may be, to take any action in connection with any such determination, the
shares then to be issued or distributed or such payment, the issuance or
distribution of such shares or the making of such determination or payment,
as the case may be, shall be deferred until such action shall have been
taken.
AS AMENDED EFFECTIVE AS OF OCTOBER 11, 1996.
18
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF HUGHES & LUCE, L.L.P. APPEARS HERE]
November 1, 1996
Tescorp, Inc.
327 Congress Avenue, Suite 200
Austin, Texas 78701
Ladies and Gentlemen:
We have acted as special counsel to Tescorp, Inc., a Texas corporation
(the "Company"), in connection with the registration under the Securities Act of
1933, as amended (the "Act"), of 1,650,000 shares (the "Shares") of the
Company's common stock, $.02 par value per share, issuable upon the exercise of
stock options granted or to be granted pursuant to the Company's Amended and
Restated 1991 Incentive Plan and 1993 Non-Employee Director Stock Option Plan
(collectively, the "Plans"), as described in the Registration Statement of the
Company on Form S-8 (the "Registration Statement") filed with the Securities and
Exchange Commission.
In rendering this opinion, we have examined and relied upon executed
originals, counterparts or copies of such documents, records and certificates
(including certificates of public officials and officers of the Company) as we
considered necessary or appropriate for enabling us to express the opinions set
forth herein. In all such examinations, we have assumed the authenticity and
completeness of all documents submitted to us as originals and the conformity to
originals and completeness of all documents submitted to us as photostatic,
conformed, notarized or certified copies.
Based on the foregoing, we are of the opinion that the Shares will be, if
and when issued and paid for pursuant to the Plans, validly issued, fully paid
and nonassessable, assuming the Company maintains an adequate number of
authorized but unissued shares of common stock available for such issuance, and
further assuming that the consideration actually received by the Company for the
Shares exceeds the par value thereof.
This opinion may be filed as an exhibit to the Registration Statement.
In giving this consent, we do not admit that we are included in the category of
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ Hughes & Luce, L.L.P.
<PAGE>
EXHIBIT 23.1
The Board of Directors
Tescorp, Inc.:
We consent to incorporation by reference in the registration statement on Form
S-8 of Tescorp, Inc., of our report dated June 21, 1996, relating to the
consolidated balance sheets of Tescorp, Inc. and subsidiaries as of March 31,
1996 and 1995, and the related consolidated statements of operations,
stockholders' equity and cash flows for each of the years in the two-year period
ended March 31, 1996, which report appears in the March 31, 1996 annual report
on Form 10-KSB of Tescorp, Inc.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Houston, Texas
November 1, 1996
