<PAGE>
As filed with the Securities and Exchange Commission on July 23,
1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------
WALKER INTERACTIVE SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
-----------------------------
DELAWARE 95-2862954
(State of Incorporation) (I.R.S. Employer
Identification No.)
-----------------------------
Marathon Plaza Three North
303 Second Street
San Francisco, CA 94107
(415) 957-1711
(Address and telephone number of principal executive offices)
-----------------------------
1993 Non-Employee Directors' Stock Option Plan, as Amended
1995 Non-Statutory Stock Option Plan for Non-Officer Employees, as Amended
(Full title of the plans)
Leonard Y. Liu
President, Chief Executive Officer, Chairman of the Board
Walker Interactive Systems, Inc.
Marathon Plaza Three North
303 Second Street
San Francisco, CA 94107
(415) 957-1711
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------------------------
Copies to:
Alan C. Mendelson, Esq.
Cooley Godward Castro Huddleson & Tatum
1
<PAGE>
Five Palo Alto Square
3000 El Camino Real
Palo Alto, CA 94306-2155
(415) 843-5000
----------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED (1) OFFERING PRICE PER AGGREGATE REGISTRATION FEE
REGISTERED SHARE (2) OFFERING PRICE
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Stock 600,000 $10.25 $6,150,000 2,120.69
Options and
Common Stock
(par value $.001)
</TABLE>
(1) This registration statement is intended to cover the offering of up to
500,000 and 100,000 shares of the Company's Common Stock pursuant to its 1995
Non-Statutory Stock Option Plan for Non-Officer Employees, as amended and
1993 Non-Employee Directors' Stock Option Plan, as amended, respectively.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee. The offering price per share and the aggregate offering
price are based upon the average of the high and low prices of the
Registrant's Common Stock as reported on the Nasdaq National Market on July
17, 1996, in accordance with Rule 457(c) under the Securities Act of 1933, as
amended.
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
2
<PAGE>
INCORPORATION OF THE CONTENTS OF REGISTRATION STATEMENTS ON FORM S-8
The contents of Registration Statements on Form S-8 Nos. 333-02942 and 33-64426,
filed with the Securities and Exchange Commission on April 2, 1996 and June 14,
1993, respectively, are incorporated by reference into this Registration
Statement.
EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
5.1 Opinion of Cooley Godward Castro Huddleson & Tatum
23.1 Independent auditors' consent
23.2 Consent of Cooley Godward Castro Huddleson & Tatum is contained in
Exhibit 5.1 to this Registration Statement
24 Power of Attorney is contained on the signature pages.
99.1 1993 Non-Employee Directors' Stock Option Plan, as amended
99.2 1995 Non-Statutory Stock Option Plan for Non-Officer Employees, as
amended
3
<PAGE>
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all 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 San Francisco, State of California, on July 22,
1996.
WALKER INTERACTIVE SYSTEMS, INC.
By: /s/ Leonard Y. Liu
----------------------
Leonard Y. Liu
Chairman of the Board,
President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Leonard Y. Liu and Bruce C. Pollock, and each or
any one of them, his true and lawful attorney-in-fact and agent, 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 (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange 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 connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitutes or substitute, may lawfully do or cause to be
done by virtue hereof.
4
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Leonard Y. Liu Chairman of the July 23, 1996
- ----------------------------- Board, President and
Leonard Y. Liu Chief Executive
Officer
(Principal Executive
Officer)
/s/ Bruce C. Pollock Chief Financial July 23, 1996
- ----------------------------- Officer
Bruce C. Pollock (Principal Financial
Officer)
/s/ Richard C. Alberding Director July 23, 1996
- -----------------------------
Richard C. Alberding
/s/ Tania Amochaev Director July 23, 1996
- -----------------------------
Tania Amochaev
/s/ William A. Hasler Director July 23, 1996
- -----------------------------
William A. Hasler
/s/ David C. Hodgson Director July 23, 1996
- -----------------------------
David C. Hodgson
/s/ David M. Saykally Director July 23, 1996
- -----------------------------
David M. Saykally
/s/ David C. Wetmore Director July 23, 1996
- -----------------------------
David C. Wetmore
5
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
5.1 Opinion of Cooley Godward Castro Huddleson &
Tatum
23.1 Independent auditors' consent
23.2 Consent of Cooley Godward Castro Huddleson &
Tatum is contained in Exhibit 5.1 to this
Registration Statement
99.1 1993 Non-Employee Directors' Stock Option Plan,
as amended
99.2 1995 Non-Statutory Stock Option Plan for
Non-Officer Employees, as amended
6
<PAGE>
EXHIBIT 5.1
-----------
July 23, 1996
Walker Interactive Systems, Inc.
Marathon Plaza Three North
303 Second Street
San Francisco, CA 94107
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Walker Interactive Systems, Inc. (the "Company") of a
Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission covering the offering of up to 600,000
additional shares of the Company's Common Stock, $.001 par value, (the
"Additional Shares") pursuant to its 1993 Non-Employee Directors' Plan, as
amended, and 1995 Non-Statutory Stock Option Plan for Non-Officer Employees, as
amended (the "Plans").
In connection with this opinion, we have examined the Registration Statement and
related Prospectus, the Plans, your Certificate of Incorporation and By-laws, as
amended, and such other documents, records, certificates, memoranda and other
instruments as we deem necessary as a basis for this opinion. We have assumed
the genuineness and authenticity of all documents submitted to us as originals,
the conformity to originals of all documents submitted to us as copies thereof,
and the due execution and delivery of all documents where due execution and
delivery are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Additional Shares, when sold and issued in accordance with the Plans,
the Registration Statement and Related Prospectus will be validly issued, fully
paid, and nonassessable (except as to shares issued pursuant to certain deferred
payment arrangements, which will be fully paid and nonassessable when such
deferred payments are made in full).
1
<PAGE>
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
COOLEY GODWARD CASTRO
HUDDLESON & TATUM
By: /s/ Andrea Vachss
--------------------
Andrea Vachss
2
<PAGE>
EXHIBIT 23.1
------------
Independent Auditors' Consent
We consent to the incorporation by reference in this Registration Statement of
Walker Interactive Systems, Inc. on Form S-8 of our reports dated January 26,
1996, appearing in and incorporated by reference in the Annual Report on Form
10-K of Walker Interactive Systems, Inc. for the year ended December 31, 1995.
Dated: July 23, 1996 By: /s/ Deloitte & Touche LLP
------------- -------------------------
Deloitte & Touche LLP
1
<PAGE>
EXHIBIT 99.1
------------
WALKER INTERACTIVE SYSTEMS, INC.
1993 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
Adopted on January 28, 1993
Approved by the Stockholders on April 23, 1993
Amended on March 3, 1995
Approved by the Stockholders on May 25, 1995
Amended on March 12, 1996
Approved by the Stockholders on May 9, 1996
1. PURPOSE.
-------
(a) The purpose of the 1993 Non-Employee Directors' Stock Option Plan
(the "Plan") is to provide a means by which each director of Walker Interactive
Systems, Inc., a Delaware corporation (the "Company"), who is not otherwise an
employee of the Company or of any Affiliate of the Company (each such person
being hereafter referred to as a "Non-Employee Director") will be given an
opportunity to purchase stock of the Company.
(b) The word "Affiliate" as used in the Plan means any parent corporation
or subsidiary corporation of the Company as those terms are defined in Sections
424(e) and (f), respectively, of the Internal Revenue Code of 1986, as amended
(the "Code").
(c) The Company, by means of the Plan, seeks to retain the services of
persons now serving as Non-Employee Directors of the Company, to secure and
retain the services of persons capable of serving in such capacity, and to
provide incentives for such persons to exert maximum efforts for the success of
the Company.
(d) The Company intends that the options issued under the Plan not be
incentive stock options as that term is used in Section 422 of the Code.
2. ADMINISTRATION.
--------------
(a) The Plan shall be administered by the Board of Directors of the
Company (the "Board") unless and until the Board delegates administration to a
committee, as provided in subparagraph 2 (c).
1
<PAGE>
(b) The Board may delegate administration of the Plan to a committee
composed of not fewer than two (2) members of the Board (the "Committee"). If
administration is delegated to a Committee, the Committee shall have, in
connection with the administration of the Plan, the powers theretofore possessed
by the Board, subject, however, to such resolutions, not inconsistent with the
provisions of the Plan, as may be adopted from time to time by the Board. The
Board may abolish the Committee at any time and revest in the Board the
administration of the Plan.
3. SHARES SUBJECT TO THE PLAN.
--------------------------
(a) Subject to the provisions of paragraph 10 relating to adjustments
upon changes in stock, the stock that may be sold pursuant to options granted
under the Plan shall not exceed in the aggregate two hundred fifty thousand
(250,000) shares of the Company's common stock. If any option granted under the
Plan shall for any reason expire or otherwise terminate without having been
exercised in full, the stock not purchased under such option shall again become
available for the Plan.
(b) The stock subject to the Plan may be unissued shares or reacquired
shares, bought on the market or otherwise.
4. ELIGIBILITY.
-----------
Options shall be granted only to Non-Employee Directors of the Company.
5. NON-DISCRETIONARY GRANTS.
------------------------
(a) Each person who is, after the date of the approval of the Plan by the
Board (the "Adoption Date"), elected for the first time to be a Non-Employee
Director of the Company shall, upon the date of his or her initial election to
be a Non-Employee Director by the Board or stockholders of the Company, be
automatically granted an option to purchase twelve thousand (12,000) shares of
common stock of the Company on the terms and conditions set forth herein;
provided however, that each person elected for the first time as a Non-Employee
Director of the Company after March 12, 1996 shall, upon the date of such
election, be automatically granted an option to purchase fifteen thousand
(15,000) shares of common stock of the Company.
2
<PAGE>
(b) Each person who is, as of the Adoption Date, a Non-Employee Director
of the Company shall, on the Adoption Date, be automatically granted an option
to purchase three thousand (3,000) shares of common stock of the Company on the
terms and conditions set forth herein.
(c) After the Adoption Date, so long as any such person remains a Non-
Employee Director of the Company and the Plan remains in effect, each Non-
Employee Director shall, on January 2 of each calendar year, commencing January
2, 1994, be automatically granted an option to purchase three thousand (3,000)
shares of common stock of the Company on the terms and conditions set forth
herein; provided however, that, effective January 2, 1997, each Non-Employee
Director of the Company shall be automatically granted an option to purchase six
thousand (6,000) shares of common stock of the Company.
6. OPTION PROVISIONS.
-----------------
Each option shall contain the following terms and conditions:
(a) No option shall be exercisable after the expiration of ten (10) years
from the date it was granted. In any and all circumstances, an option may be
exercised following termination of the optionee's service as a Non-Employee
Director of the Company only as to that number of shares as to which it was
vested (i.e. exercisable) on the date of termination of such service under the
provisions of subparagraph 6(e).
(b) The exercise price of each option shall be one hundred percent (100%)
of the fair market value of the stock subject to such option on the date such
option is granted.
(c) The purchase price of stock acquired pursuant to an option shall be
paid, to the extent permitted by applicable statutes and regulations, either ()
in cash at the time the option is exercised, or () provided that at the time of
the exercise the Company's common stock is publicly traded and quoted regularly
in the Wall Street Journal, payment by delivery of shares of common stock of the
Company already owned by the optionee, held for the period required to avoid any
charge to the Company's reported earnings that would not be incurred if the
exercise price was paid in cash, and owned free and clear of any liens, claims,
encumbrances or security interest, which common stock shall be valued at fair
market value on the date preceding
3
<PAGE>
the date of exercise, or (3) by a combination of such methods of payment.
(d) An option shall not be transferable except by will or by the laws of
descent and distribution, and shall be exercisable during the lifetime of the
person to whom the option is granted only by such person or by his or her
guardian or legal representative.
(e) An option granted pursuant to the Plan shall vest (i.e. become
exercisable) with respect to each optionee in four (4) equal quarterly
installments commencing on the date three months after the date of grant of the
option, provided that the optionee has, during the entire quarterly period to
such vesting date, continuously served as a Non-Employee Director of the
Company, whereupon such option shall become fully exercisable in accordance with
its terms with respect to that portion of the shares represented by that
installment. Notwithstanding the foregoing, an option granted after March 12,
1996 pursuant to Section 5(a) of the Plan shall vest with respect to each
optionee in three (3) equal annual installments commencing on the first
anniversary after the date of grant of the option, provided that the optionee
has, during the entire annual period prior to such vesting date, continuously
served as a Non-Employee Director of the Company where upon such option shall
become fully exercisable in accordance with its terms with respect to that
portion of the shares represented by that installment.
(f) The Company may require any optionee, or any person to whom an option
is transferred under subparagraph 6(d), as a condition of exercising any such
option: (1) to give written assurances satisfactory to the Company as to the
optionee's knowledge and experience in financial and business matters; and (2)
to give written assurances satisfactory to the Company stating that such person
is acquiring the stock subject to the option for such person's own account and
not with any present intention of selling or otherwise distributing the stock.
These requirements, and any assurances given pursuant to such requirements,
shall be inoperative if (i) the issuance of the shares upon the exercise of the
option has been registered under a then-currently-effective registration
statement under the Securities Act of 1933, as amended (the "Securities Act"),
or (ii), as to any particular requirement, a determination is made by counsel
for the Company that such requirement need not be met in the circumstances under
the then-applicable securities laws.
4
<PAGE>
(g) Notwithstanding anything to the contrary contained herein, an option
may not be exercised unless the shares issuable upon exercise of such option are
then registered under the Securities Act or, if such shares are not then so
registered, the Company has determined that such exercise and issuance would be
exempt from the registration requirements of the Securities Act.
7. COVENANTS OF THE COMPANY.
------------------------
(a) During the terms of the options granted under the Plan, the Company
shall keep available at all times the number of shares of stock required to
satisfy such options.
(b) The Company shall seek to obtain from each regulatory commission or
agency having jurisdiction over the Plan such authority as may be required to
issue and sell shares of stock upon exercise of the options granted under the
Plan; provided, however, that this undertaking shall not require the Company to
register under the Securities Act either the Plan, any option granted under the
Plan, or any stock issued or issuable pursuant to any such option. If the
Company is unable to obtain from any such regulatory commission or agency the
authority which counsel for the Company deems necessary for the lawful issuance
and sale of stock under the Plan, the Company shall be relieved from any
liability for failure to issue and sell stock upon exercise of such options.
8. USE OF PROCEEDS FROM STOCK.
--------------------------
Proceeds from the sale of stock pursuant to options granted under the
Plan shall constitute general funds of the Company.
9. MISCELLANEOUS.
-------------
(a) Neither an optionee nor any person to whom an option is transferred
under subparagraph 6(d) shall be deemed to be the holder of, or to have any of
the rights of a holder with respect to, any shares subject to such option unless
and until such person has satisfied all requirements for exercise of the option
pursuant to its terms.
(b) Nothing in the Plan or in any instrument executed pursuant thereto
shall confer upon any Non-Employee Director any right to continue in the service
of the Company or any Affiliate or shall affect any right of the Company, its
Board or
5
<PAGE>
stockholders or any Affiliate to terminate the service of any Non-Employee
Director with or without cause.
(c) No Non-Employee Director, individually or as a member of a group, and
no beneficiary or other person claiming under or through him or her, shall have
any right, title or interest in or to any option reserved for the purposes of
the Plan except as to such shares of common stock, if any, as shall have been
reserved for him or her pursuant to an option granted to him or her.
(d) In connection with each option made pursuant to the Plan, it shall be
a condition precedent to the Company's obligation to issue or transfer shares to
a Non-Employee Director, or an affiliate of such Non-Employee Director, or to
evidence the removal of any restrictions on transfer, that such Non-Employee
Director make arrangements satisfactory to the Company to insure that the amount
of any federal or other withholding tax required to be withheld with respect to
such sale or transfer, or such removal or lapse, is made available to the
Company for timely payment of such tax.
10. ADJUSTMENTS UPON CHANGES IN STOCK.
---------------------------------
(a) If any change is made in the stock subject to the Plan, or subject to
any option granted under the Plan (through merger, consolidation,
reorganization, recapitalization, stock dividend, dividend in property other
than cash, stock split, liquidating dividend, combination of shares, exchange of
shares, change in corporate structure or otherwise), the Plan and outstanding
options will be appropriately adjusted in the class(es) and maximum number of
shares subject to the Plan and the class(es) and number of shares and price per
share of stock subject to outstanding options.
(b) In the event of: (1) a merger or consolidation in which the Company
is not the surviving corporation; (2) a reverse merger in which the Company is
the surviving corporation but the shares of the Company's common stock
outstanding immediately preceding the merger are converted by virtue of the
merger into other property, whether in the form of securities, cash or
otherwise; or (3) any other capital reorganization in which more than fifty
percent (50%) of the shares of the Company entitled to vote are exchanged, then
the time during which outstanding options may be exercised shall be accelerated
to permit the optionee to exercise all such options prior to such merger,
6
<PAGE>
consolidation, reverse merger or reorganization, and the options terminated if
not exercised prior to such event.
11. AMENDMENT OF THE PLAN.
---------------------
(a) The Board at any time, and from time to time, may amend the Plan,
provided, however, that the Board shall not amend the plan more than once every
six months, with respect to the provisions of the plan which relate to the
amount, price and timing of grants, other than to comport with changes in the
Code, the Employee Retirement Income Security Act, or the rules thereunder.
Except as provided in paragraph 10 relating to adjustments upon changes in
stock, no amendment shall be effective unless approved by the stockholders of
the Company within twelve (12) months before or after the adoption of the
amendment, where the amendment will:
(1) Increase the number of shares reserved for options under the
Plan;
(2) Modify the requirements as to eligibility for participation in
the Plan (to the extent such modification requires stockholder approval in order
for the Plan to comply with the requirements of Rule 16b-3 promulgated under the
Exchange Act); or
(3) Modify the Plan in any other way if such modification requires
stockholder approval in order for the Plan to comply with the requirements of
Rule 16b-3 promulgated under the Exchange Act.
(b) Rights and obligations under any option granted before any amendment
of the Plan shall not be altered or impaired by such amendment of the Plan
unless (i) the Company requests the consent of the person to whom the option was
granted and (ii) such person consents in writing.
12. TERMINATION OR SUSPENSION OF THE PLAN.
-------------------------------------
(a) The Board may suspend or terminate the Plan at any time. Unless
sooner terminated, the Plan shall terminate on January 28, 2003. No options may
be granted under the Plan while the Plan is suspended or after it is terminated.
(b) Rights and obligations under any option granted while the Plan is in
effect shall not be altered or impaired by
7
<PAGE>
suspension or termination of the Plan, except with the consent of the person to
whom the option was granted.
(c) The Plan shall terminated upon the occurrence of any of the events
described in paragraph 10(b) above.
13. EFFECTIVE DATE OF PLAN; CONDITIONS OF EXERCISE.
----------------------------------------------
(a) The Plan shall become effective upon adoption by the Board of
Directors, subject to the condition subsequent that the Plan is approved by the
stockholders of the Company.
(b) No option granted under the Plan shall be exercised or exercisable
unless and until the condition of subparagraph 13(a) above has been met.
8
<PAGE>
EXHIBIT 99.2
------------
WALKER INTERACTIVE SYSTEMS, INC.
1995 NONSTATUTORY STOCK OPTION PLAN
FOR NON-OFFICER EMPLOYEES
Adopted August 28, 1995
Ratified and Amended September 20, 1995
Amended May 9, 1996
1. PURPOSES.
--------
(a) The purpose of the Plan is to provide a means by which selected
Employees of the Company, and its Affiliates, may be given an opportunity to
purchase stock of the Company.
(b) The Company, by means of the Plan, seeks to retain the services of
persons who are now non-officer Employees of the Company or its Affiliates, to
secure and retain the services of new Employees in such positions, and to
provide incentives for such persons to exert maximum efforts for the success of
the Company and its Affiliates.
(c) The Company intends that the Options issued under the Plan shall be
only Nonstatutory Stock Options.
2. DEFINITIONS.
-----------
(a) "Affiliate" means any parent corporation or subsidiary corporation,
whether now or hereafter existing, as those terms are defined in Sections 424(e)
and (f) respectively, of the Code.
(b) "Board" means the Board of Directors of the Company.
(c) "Code" means the Internal Revenue Code of 1986, as amended.
(d) "Committee" means a Committee appointed by the Board in accordance
with subsection 3(c) of the Plan.
(e) "Company" means Walker Interactive Systems, Inc., a Delaware
corporation.
1
<PAGE>
(f) "Continuous Status as an Employee, Director or Consultant" means the
employment relationship, or service as a member of the Board or Consultant, is
not interrupted or terminated. The Board, in its sole discretion, may determine
whether Continuous Status as an Employee, Director or Consultant shall be
considered interrupted in the case of: (i) any leave of absence approved by the
Board, including sick leave, military leave, or any other personal leave; or
(ii) transfers between locations of the Company or between the Company,
Affiliates or their successors.
(g) "Director" means a member of the Board.
(h) "Disinterested Person" means a Director who either (i) was not during
the one year prior to service as an administrator of the Plan granted or awarded
equity securities pursuant to the Plan or any other plan of the Company or any
Affiliate entitling the participants therein to acquire equity securities of the
Company or any Affiliate except as permitted by Rule 16b-3(c)(2)(i); or (ii) is
otherwise considered to be a "disinterested person" in accordance with Rule 16b-
3(c)(2)(i), or any other applicable rules, regulations or interpretations of the
Securities and Exchange Commission.
(i) "Employee" means any person employed by the Company or any Affiliate
of the Company.
(j) "Exchange Act" means the Securities Exchange Act of 1934, as amended.
(k) "Fair Market Value" means, as of any date, the value of the common
stock of the Company determined as follows:
(1) If the common stock is listed on any established stock exchange
or a national market system, including without limitation the Nasdaq National
Market, the Fair Market Value of a share of common stock shall be the closing
sales price for such stock (or the closing bid, if no sales were reported) as
quoted on such system or exchange (or the exchange with the greatest volume of
trading in common stock) on the last market trading day prior to the day of
determination, as reported in the Wall Street Journal or such other source as
the Board deems reliable;
(2) If the common stock is quoted on the Nasdaq System (but not on
the Nasdaq National Market) or is regularly quoted by a recognized securities
dealer but selling prices are not
2
<PAGE>
reported, the Fair Market Value of a share of common stock shall be the mean
between the bid and asked prices for the common stock on the last market trading
day prior to the day of determination, as reported in the Wall Street Journal or
such other source as the Board deems reliable;
(3) In the absence of an established market for the common stock, the
Fair Market Value shall be determined in good faith by the Board.
(l) "Nonstatutory Stock Option" means an Option not intended to qualify
as an Incentive Stock Option.
(m) "Officer" means a person who is an officer of the Company within the
meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.
(n) "Option" means a stock option granted pursuant to the Plan.
(o) "Option Agreement" means a written agreement between the Company and
an Optionee evidencing the terms and conditions of an individual Option grant.
Each Option Agreement shall be subject to the terms and conditions of the Plan.
(p) "Optionee" means an Employee who holds an outstanding Option.
(q) "Plan" means this Walker Interactive Systems, Inc. 1995 Nonstatutory
Stock Option Plan for Non-Officer Employees.
(r) "Rule 16b-3" means Rule 16b-3 of the Exchange Act or any successor to
Rule 16b-3, as in effect when discretion is being exercised with respect to the
Plan.
3. ADMINISTRATION.
--------------
(a) The Plan shall be administered by Compensation Committee of the Board
unless and until the Compensation Committee or the Board delegates
administration to a Committee, as provided in subsection 3(c).
(b) The Compensation Committee shall have the power, subject to, and
within the limitations of, the express provisions of the Plan:
3
<PAGE>
(1) To determine from time to time which of the persons eligible
under the Plan shall be granted Options; when and how each Option shall be
granted; the provisions of each Option granted (which need not be identical),
including the time or times such Option may be exercised in whole or in part;
and the number of shares for which an Option shall be granted to each such
person.
(2) To construe and interpret the Plan and Options granted under it,
and to establish, amend and revoke rules and regulations for its administration.
The Compensation Committee, in the exercise of this power, may correct any
defect, omission or inconsistency in the Plan or in any Option Agreement, in a
manner and to the extent it shall deem necessary or expedient to make the Plan
fully effective.
(3) To amend the Plan or an Option as provided in Section 11 of the
Plan.
(4) Generally, to exercise such powers and to perform such acts as
the Compensation Committee deems necessary or expedient to promote the best
interests of the Company.
(c) The Board may delegate administration of the Plan to a committee
composed of not fewer than two (2) members (the "Committee"), all of the members
of which Committee shall be Disinterested Persons. If administration is
delegated to a Committee, the Committee shall have, in connection with the
administration of the Plan, the powers theretofore possessed by the Compensation
Committee (and references in this Plan to the Compensation Committee shall
thereafter be to the Committee), subject, however, to such resolutions, not
inconsistent with the provisions of the Plan, as may be adopted from time to
time by the Compensation Committee. The Compensation Committee may abolish the
Committee at any time and revest in the Compensation Committee the
administration of the Plan. Notwithstanding anything in this Section 3 to the
contrary, the Board or the Compensation Committee may delegate to a committee of
one or more members of the Board the authority to grant Options to persons
eligible to receive Options as provided in Section 5 of the Plan.
(d) Any requirement that an administrator of the Plan be a Disinterested
Person shall not apply if the Board or the Compensation Committee expressly
declares that such requirement shall not apply. Any Disinterested Person shall
otherwise comply with the requirements of Rule 16b-3.
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(e) The Board shall at all times have the authority to arrogate to itself
any or all of the powers and responsibilities allocated to the Compensation
Committee or to the Committee under the Plan.
4. SHARES SUBJECT TO THE PLAN.
--------------------------
(a) Subject to the provisions of Section 10 relating to adjustments upon
changes in stock, the stock that may be sold pursuant to Options shall not
exceed in the aggregate one million one hundred thousand (1,100,000) shares of
the Company's common stock. If any Option shall for any reason expire or
otherwise terminate, in whole or in part, without having been exercised in full,
the stock not purchased under such Option shall revert to and again become
available for issuance under the Plan.
(b) The stock subject to the Plan may be unissued shares or reacquired
shares, bought on the market or otherwise.
5. ELIGIBILITY.
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Nonstatutory Stock Options may be granted under the Plan only to
Employees who (i) hold positions below the level of Officer, and (ii) are not
then subject to Section 16 of the Exchange Act.
6. OPTION PROVISIONS.
-----------------
Each Option shall be in such form and shall contain such terms and
conditions as the Compensation Committee shall deem appropriate. The provisions
of separate Options need not be identical, but each Option shall include
(through incorporation of provisions hereof by reference in the Option or
otherwise) the substance of each of the following provisions:
(a) Term. No Option shall be exercisable after the expiration of ten
(10) years from the date it was granted.
(b) Price. The exercise price of each Nonstatutory Stock Option shall be
not less than eighty-five percent (85%) of the Fair Market Value of the stock
subject to the Option on the date the Option is granted.
(c) Consideration. The purchase price of stock acquired pursuant to an
Option shall be paid, to the extent permitted by
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applicable statutes and regulations, in one or more of the following forms: (i)
in cash at the time the Option is exercised, (ii) at the discretion of the
Compensation Committee or the Committee, by delivery to the Company of other
common stock of the Company, or (iii) pursuant to a program developed under
Regulation T as promulgated by the Federal Reserve Board which results in the
receipt of cash (or check) by the Company prior to the issuance of the stock.
(d) Transferability. A Nonstatutory Stock Option shall not be
transferable except by will or by the laws of descent and distribution or
pursuant to a qualified domestic relations order satisfying the requirements of
Rule 16b-3 and the rules thereunder (a "QDRO"), and shall be exercisable during
the lifetime of the person to whom the Option is granted only by such person or
any transferee pursuant to a QDRO. The person to whom the Option is granted
may, by delivering written notice to the Company, in a form satisfactory to the
Company, designate a third party who, in the event of the death of the Optionee,
shall thereafter be entitled to exercise the Option.
(e) Vesting. The total number of shares of stock subject to an Option
may, but need not, be allotted in periodic installments (which may, but need
not, be equal). The Option Agreement may provide that from time to time during
each of such installment periods, the Option may become exercisable ("vest")
with respect to some or all of the shares allotted to that period, and may be
exercised with respect to some or all of the shares allotted to such period
and/or any prior period as to which the Option became vested but was not fully
exercised. The Option may be subject to such other terms and conditions on the
time or times when it may be exercised (which may be based on performance or
other criteria) as the Board may deem appropriate. The provisions of this
subsection 6(e) are subject to any Option provisions governing the minimum
number of shares as to which an Option may be exercised.
(f) Securities Law Compliance. The Company may require any Optionee, or
any person to whom an Option is transferred under subsection 6(d), as a
condition of exercising any such Option, (1) to give written assurances
satisfactory to the Company as to the Optionee's knowledge and experience in
financial and business matters and/or to employ a purchaser representative
reasonably satisfactory to the Company who is knowledgeable and experienced in
financial and business matters, and that he or she is capable of evaluating,
alone or together with the purchaser
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representative, the merits and risks of exercising the Option; and (2) to give
written assurances satisfactory to the Company stating that such person is
acquiring the stock subject to the Option for such person's own account and not
with any present intention of selling or otherwise distributing the stock. The
foregoing requirements, and any assurances given pursuant to such requirements,
shall be inoperative if (i) the issuance of the shares upon the exercise of the
Option has been registered under a then currently effective registration
statement under the Securities Act of 1933, as amended (the "Securities Act"),
or (ii) as to any particular requirement, a determination is made by counsel for
the Company that such requirement need not be met in the circumstances under the
then applicable securities laws. The Company may, upon advice of counsel to the
Company, place legends on stock certificates issued under the Plan as such
counsel deems necessary or appropriate in order to comply with applicable
securities laws, including, but not limited to, legends restricting the transfer
of the stock.
(g) Termination of Service. In the event an Optionee's Continuous Status
as an Employee, Director or Consultant terminates (other than upon the
Optionee's death or disability), the Optionee may exercise his or her Option (to
the extent that the Optionee was entitled to exercise it at the date of
termination) but only within such period of time ending on the earlier of (i)
the date three (3) months after the termination of the Optionee's Continuous
Status as an Employee, Director or Consultant or such longer or shorter period
specified in the Option Agreement, or (ii) the expiration of the term of the
Option as set forth in the Option Agreement. If, after termination, the
Optionee does not exercise his or her Option within the time specified in the
Option Agreement, the Option shall terminate, and the shares covered by such
Option shall revert to and again become available for issuance under the Plan.
(h) Disability of Optionee. In the event an Optionee's Continuous Status
as an Employee, Director or Consultant terminates as a result of the Optionee's
disability, the Optionee may exercise his or her Option (to the extent that the
Optionee was entitled to exercise it at the date of termination), but only
within such period of time ending on the earlier of (i) the date twelve (12)
months following such termination (or such longer or shorter period specified in
the Option Agreement), or (ii) the expiration of the term of the Option as set
forth in the Option Agreement. If, at the date of termination, the Optionee is
not entitled to exercise his or her entire Option, the shares covered
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by the unexercisable portion of the Option shall revert to and again become
available for issuance under the Plan. If, after termination, the Optionee does
not exercise his or her Option within the time specified herein, the Option
shall terminate, and the shares covered by such Option shall revert to and again
become available for issuance under the Plan.
(i) Death of Optionee. In the event of the death of an Optionee during,
or within a period specified in the Option after the termination of, the
Optionee's Continuous Status as an Employee, Director or Consultant, the Option
may be exercised (to the extent the Optionee was entitled to exercise the Option
at the date of death) by the Optionee's estate, by a person who acquired the
right to exercise the Option by bequest or inheritance or by a person designated
to exercise the option upon the Optionee's death pursuant to subsection 6(d),
but only within the period ending on the earlier of (i) the date eighteen (18)
months following the date of death (or such longer or shorter period specified
in the Option Agreement), or (ii) the expiration of the term of such Option as
set forth in the Option Agreement. If, at the time of death, the Optionee was
not entitled to exercise his or her entire Option, the shares covered by the
unexercisable portion of the Option shall revert to and again become available
for issuance under the Plan. If, after death, the Option is not exercised
within the time specified herein, the Option shall terminate, and the shares
covered by such Option shall revert to and again become available for issuance
under the Plan.
(j) Early Exercise. The Option may, but need not, include a provision
whereby the Optionee may elect at any time while an Employee, Director or
Consultant to exercise the Option as to any part or all of the shares subject to
the Option prior to the full vesting of the Option. Any unvested shares so
purchased may be subject to a repurchase right in favor of the Company or to any
other restriction the Board determines to be appropriate.
(k) Withholding. To the extent provided by the terms of an Option
Agreement, the Optionee may satisfy any federal, state, local or foreign tax
withholding obligation relating to the exercise of such Option by any of the
following means or by a combination of such means: (1) tendering a cash
payment; (2) authorizing the Company to withhold shares from the shares of the
common stock otherwise issuable to the participant as a result of the exercise
of the Option; or (3) delivering to the Company owned and unencumbered shares of
the common stock of the Company.
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7. COVENANTS OF THE COMPANY.
------------------------
(a) During the terms of the Options, the Company shall keep available at
all times the number of shares of stock required to satisfy such Options.
(b) The Company shall seek to obtain from each regulatory commission or
agency having jurisdiction over the Plan such authority as may be required to
issue and sell shares of stock upon exercise of the Options; provided, however,
that this undertaking shall not require the Company to register under the
Securities Act either the Plan, any Option or any stock issued or issuable
pursuant to any such Option. If, after reasonable efforts, the Company is
unable to obtain from any such regulatory commission or agency the authority
which counsel for the Company deems necessary for the lawful issuance and sale
of stock under the Plan, the Company shall be relieved from any liability for
failure to issue and sell stock upon exercise of such Options unless and until
such authority is obtained.
8. USE OF PROCEEDS FROM STOCK.
--------------------------
Proceeds from the sale of stock pursuant to Options shall constitute
general funds of the Company.
9. MISCELLANEOUS.
-------------
(a) The Compensation Committee shall have the power to accelerate the
time at which an Option may first be exercised or the time during which an
Option or any part thereof will vest pursuant to subsection 6(e),
notwithstanding the provisions in the Option stating the time at which it may
first be exercised or the time during which it will vest.
(b) Neither an Optionee nor any person to whom an Option is transferred
under subsection 6(d) shall be deemed to be the holder of, or to have any of the
rights of a holder with respect to, any shares subject to such Option unless and
until such person has satisfied all requirements for exercise of the Option
pursuant to its terms.
(c) Nothing in the Plan or any instrument executed or Option granted
pursuant thereto shall confer upon any Employee any right to continue in the
employ of the Company or any Affiliate, or to continue to serve as a member of
the Board or as
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a consultant, or shall affect the right of the Company or any Affiliate to
terminate the employment relationship of any Employee with or without cause, to
remove a member of the Board pursuant to the terms of the Company's Bylaws, or
to terminate a consultant in accordance with the terms of this agreement with
the Company or Affiliate.
(d) The Compensation Committee shall have the authority to effect, at any
time and from time to time (i) the repricing of any outstanding Options under
the Plan and/or (ii) with the consent of the affected holders of Options, the
cancellation of any outstanding Options and the grant in substitution therefor
of new Options under the Plan covering the same or different numbers of shares
of Common Stock, but having an exercise price per share not less than eighty-
five percent (85%) of the Fair Market Value per share of Common Stock on the new
grant date.
10. ADJUSTMENTS UPON CHANGES IN STOCK.
---------------------------------
(a) If any change is made in the stock subject to the Plan, or subject to
any Option (through merger, consolidation, reorganization, recapitalization,
stock dividend, dividend in property other than cash, stock split, liquidating
dividend, combination of shares, exchange of shares, change in corporate
structure or otherwise), the Plan will be appropriately adjusted in the
class(es) and maximum number of shares subject to the Plan pursuant to
subsection 4(a) and the outstanding Options will be appropriately adjusted in
the class(es) and number of shares and price per share of stock subject to such
outstanding Options.
(b) In the event of: (1) a dissolution, liquidation or sale of
substantially all of the assets of the Company; (2) a merger or consolidation in
which the Company is not the surviving corporation; or (3) a reverse merger in
which the Company is the surviving corporation but the shares of the Company's
common stock outstanding immediately preceding the merger are converted by
virtue of the merger into other property, whether in the form of securities,
cash or otherwise, then, at the sole discretion of the Compensation Committee or
the Board and to the extent permitted by applicable law: (i) any surviving
corporation shall assume any Options outstanding under the Plan or shall
substitute similar Options for those outstanding under the Plan, (ii) such
Options shall continue in full force and effect, or (iii) the time during which
such Options may be exercised shall be accelerated and any outstanding
unexercised rights under any Options terminated if not exercised prior to such
event.
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11. AMENDMENT OF THE PLAN AND OPTIONS.
---------------------------------
(a) The Board or the Compensation Committee at any time, and from time to
time, may amend the Plan.
(b) The Compensation Committee may, in its sole discretion, submit the
Plan or any amendment to the Plan for stockholder approval.
(c) It is expressly contemplated that the Board or the Compensation
Committee may amend the Plan in any respect the Board or the Compensation
Committee deems necessary or advisable to provide Optionees with the maximum
benefits provided or to be provided under the provisions of the Code and the
regulations promulgated thereunder.
(d) Rights and obligations under any Option granted before amendment of
the Plan shall not be impaired by any amendment of the Plan unless (i) the
Company requests the consent of the person to whom the Option was granted and
(ii) such person consents in writing.
(e) The Board or the Compensation Committee at any time, and from time to
time, may amend the terms of any one or more Options; provided, however, that
the rights and obligations under any Option shall not be impaired by any such
amendment unless (i) the Company requests the consent of the person to whom the
Option was granted and (ii) such person consents in writing.
12. TERMINATION OR SUSPENSION OF THE PLAN.
-------------------------------------
(a) The Board or the Compensation Committee may suspend or terminate the
Plan at any time. Unless sooner terminated, the Plan shall terminate on the
date when all the shares of the Company's common stock reserved for issuance
under the Plan have been issued. No Options may be granted under the Plan while
the Plan is suspended or after it is terminated.
(b) Rights and obligations under any Option granted while the Plan is in
effect shall not be altered or impaired by suspension or termination of the
Plan, except with the consent of the person to whom the Option was granted.
13. EFFECTIVE DATE OF PLAN.
----------------------
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The Plan shall become effective on August 28, 1995.
Adopted by the Compensation Committee on August 28, 1995 with an aggregate share
reserve of 140,000 shares.
Ratified and amended by the Board of Directors on September 20, 1995 to increase
the aggregate share reserve to 600,000 shares.
Amended by the Board of Directors on May 6, 1996 to increase the aggregate share
reserve to 1,100,000 shares.
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