As filed with the Securities and Exchange Commission on June 27, 2000
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EVTC, INC.
(exact name of registrant as specified in its charter)
Delaware 5169 22-3005943
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification No.)
incorporation
or organization)
121 South Norwood Drive
Hurst, Texas 76053
(817) 282-0022
(Address, including zip code, and telephone number, including
area code, of registrant's principal offices)
GEORGE S. CANNAN
Chairman of the Board
DAVID A. KEENER
President
EVTC, Inc.
121 South Norwood Drive
Hurst, Texas 76053
(817) 282-0022
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
W. RAYMOND FELTON, ESQ.
Greenbaum, Rowe, Smith, Ravin, Davis & Himmel LLP
Metro Corporate Campus I
Post Office Box 5600
Woodbridge, New Jersey 07095
(732) 549-5600
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.
<PAGE>
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following box. 9
If any of the securities being registered on this Form are to be offered on
a delay or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. :
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of each Class of Amount Offering Aggregate Amount of
Securities to be to be Price per Offering Registration
Registered Registered(1) Share Price Fee
Common Stock,
par value $.01
per share 1,500,000 (2) $15,996,375.00 $4,446.99
--------------------------
(1) Includes an indeterminate number of shares of common stock issuable to
prevent dilution resulting from stock splits, stock dividends or similar
transactions pursuant to Rule 416 under the Securities Act of 1933, as amended.
(2) These are shares of common stock with respect to which options have
been granted or are available for granting under the 1996 Stock Option Plan
(500,000) and the 2000 Stock Option Plan (1,000,000). We have granted options to
purchase 5105,000 shares under the 1996 plan to some of our employees and
directors at exercise prices from $0.625 to $12.13 per share, with a weighted
average of $6.10 per share. We have granted options to purchase 550,000 shares
under the 2000 plan at exercise prices from $6.00 to $10.50 per share, with a
weighted average of $6.41 per share. The balance of the 395,000 shares under the
1996 plan and 450,000 shares under the 2000 plan are to be offered at prices
which have not yet been determined. The offering prices for those shares are
estimated pursuant to Rule 457(h) based upon the closing price of the common
stock on June 22, 2000 reported on The Nasdaq Stock Market(TM) ($14.00) solely
for the purpose of computing the registration fee.
We hereby amend this Registration Statement on such date or dates as may be
necessary to delay its effective date until we file a further amendment which
specifically states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933 or until
the Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
<PAGE>
PROSPECTUS
EVTC, INC.
1996 INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN
2000 INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN
1,500,000 SHARES
COMMON STOCK
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
The date of this prospectus is June 27, 2000.
<PAGE>
TABLE OF CONTENTS
PAGE
WHERE YOU CAN FIND MORE INFORMATION 2
INTRODUCTION 2
PURPOSE AND ADMINISTRATION OF PLANS 3
DESCRIPTION OF OPTIONS AND TAX STATUS 3
Award of Options 4
Period of Plan; Amendments 4
Exercise Period 4
Vesting 4
Termination of Employment 4
Option Price 5
Nontransferability 5
Federal Income Tax Treatment of Incentive and Non-
Qualified Stock Options 5
RESTRICTIONS ON RESALE OF COMMON STOCK 6
DESCRIPTION OF CAPITAL STOCK 6
General 6
Common Stock 6
Preferred Stock 7
Transfer Agent 7
INDEMNIFICATION OF OFFICERS AND DIRECTORS 7
LEGAL MATTERS 7
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 8
<PAGE>
You should rely only on the information contained in this prospectus. No
dealer, salesperson or other person is authorized to give any information that
is not contained in this prospectus. This prospectus is not an offer to sell nor
is it seeking an offer to buy these shares in any jurisdiction where the offer
or sale is not permitted. The information contained in this prospectus is
correct only as of the date of this prospectus, regardless of the time of the
delivery of this prospectus or any sale of these shares.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements of the Securities Exchange
Act of 1934, and we therefore file reports, proxy statements and other
information with the Securities and Exchange Commission. Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the regional offices of the Commission located at
500 West Madison Street, Chicago, Illinois 60601 and 7 World Trade Center, New
York, New York 10048. Copies of such material can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549 at prescribed rates. Our common stock is quoted on Nasdaq, and such
reports, proxy statements and other information can also be inspected at the
offices of Nasdaq Operations, 1735 K Street, N.W., Washington, D.C. Such
material may also be accessed electronically by means of the Securities and
Exchange Commission's home page on the Internet (http://www.sec.gov).
We have filed with the Commission a registration statement on Form S-8 with
respect to the shares being offered hereby. You may obtain copies of the
registration statement from the Commission at the addresses in the previous
paragraph. This prospectus does not contain all of the information set forth in
the registration statement and its exhibits. We refer you to the registration
statement for further information about us and the shares. While we believe this
prospectus provides the material information regarding the documents described
herein, the statements contained in this prospectus as to the contents of any
contract or any other documents are not necessarily complete and, in each such
instance, you should refer to the copy of such document filed as an exhibit to
the registration statement.
INTRODUCTION
Our Board of Directors adopted the 1996 plan effective April 1996 and the
2000 plan on January 11, 2000. Our shareholders approved the 1996 plan on June
27, 1996 and the 2000 plan on March 24, 2000. Under the plans, shares may be
offered to our employees, officers, directors and consultants. These offers are,
or will be, made at the prices and on the terms and conditions contained in the
respective stock option agreements between the Company and the recipients of
stock option grants.
Our principal executive offices are located at 121 South Norwood Drive,
Hurst, Texas 76053 and our telephone number is (817) 282-0022.
<PAGE>
Following is a summary of the plans, which is qualified in its entirety by
reference to the plans and certain other agreements which have been filed
previously with the Securities and Exchange Commission and are incorporated by
reference in the Registration Statement on Form S-8.
PURPOSE AND ADMINISTRATION OF THE PLANS
We believe that the plans provide valuable incentives for our employees by
providing an opportunity for investment in our common stock as an inducement for
such individuals to remain employed with us, and encouraging them to increase
their efforts to make our business more successful. In accordance with this
belief, our Board of Directors adopted the plans, which were approved by our
shareholders.
Five hundred thousand shares are reserved for issuance under the 1996 plan
and one million shares are reserved for issuance under the 2000 plan. In the
event there is any change in the number of issued shares of common stock without
payment of new consideration for the shares (such as by stock dividends or stock
splits) or in the event that the number of outstanding shares of common stock is
changed into or exchanged for a different number of shares of common stock or
other securities issued by us or another corporation, whether through
reorganization, recapitalization, split-up, combination of shares, merger or
consolidation, the number of shares reserved for issuance under the plan, the
number of shares subject to any outstanding options and the option price per
share of each outstanding stock option shall be appropriately adjusted. In the
event there is any change in the number or kind of outstanding shares of common
stock or of any shares or other securities into which such shares of common
stock have been changed or exchanged, other than the transactions specified in
this paragraph, equitable adjustment in the options may be made in the sole
discretion of our Board of Directors, which administers the plans.
The plans are not subject to any provisions of the Employee Retirement
Income Security Act of 1974.
We will provide reports to participating employees as to the amount and
status of their accounts upon request.
DESCRIPTION OF OPTIONS AND TAX STATUS
The plan provides for the grant of incentive and non-qualified stock
options. A description of these options and certain federal income tax aspects
associated with the options is set forth below. Because tax results may vary due
to individual circumstances, each participant in the plan is urged to consult
his or her personal tax advisor with respect to the federal and state tax
consequences of the exercise of an option or the sale of stock received upon the
exercise of the options.
<PAGE>
Award of Options
Options may be granted under the plan to all employees (including employees
who are officers and/or directors). There is no specific limitation on the
number of shares with respect to which options may be granted to any individual
under the plan. However, the plan provides that the aggregate fair market value,
determined at the time an option is granted, of the common stock with respect to
which incentive stock options are exercisable for the first time by a
participant during any calendar year (under all such plans we have or may adopt
in the future) may not exceed $100,000. We have granted stock options covering
105,000 shares under the 1996 plan and 550,000 under the 2000 plan to certain of
our employees and directors.
Period of Plan; Amendments
No options may be granted under the 1996 plan after April 1, 2006 or under
the 2000 plan after January 10, 2010. The Board of Directors may amend the plan
as it deems advisable, provided that any amendment which would adversely affect
the rights of an optionee under any existing option agreement requires the
consent of the optionee under such agreement.
Exercise Period
Options granted under the plan are exercisable, when vested, in such
installments and for such periods as specified by the Board of Directors at the
time of grant, but may not, in any circumstance, be exercisable more than ten
years after the date of grant. However, incentive stock options granted to an
employee who, prior to the date of grant, holds more than 10% of the total
combined voting power of all classes of our stock (or, if applicable, of any
parent or subsidiary corporations) may not be exercisable more than five years
from the date of grant. As of this prospectus, 40,000 options granted under the
1996 plan have been exercised and no options granted under the 2000 plan had
been exercised.
Vesting
Our Board of Directors determines the vesting schedule of options at the
time they are granted, with vesting to occur within a period not greater than
ten (10) years from the date of grant of the option. Of the 105,000 options
outstanding under the 1996 plan, 50,000 are currently vested and 50,000 vest in
equal portions over the three years between 2001 and 2004. The 550,000 options
currently outstanding under the 2000 plan vest in equal portions over the three
years between 2001 and 2004.
Termination of Employment
Outstanding options may be exercised during employment or within three
months after termination of employment (other than by reason of death). If
termination is by reason of the death of an optionee, any option exercisable
immediately prior to the optionee's death may be exercised by the legal
representative or beneficiary of the optionee's estate within twelve months
after the death of the optionee (but not after the basic term of the option)
with respect to the number of shares eligible for purchase on the date of death.
<PAGE>
Option Price
The plan provides that the option price with respect to each option will be
determined by the Board of Directors, but, in the case of incentive stock
options, shall not be less than 100% (110% in the case of incentive stock
options granted to 10% Shareholders) of the fair market value of the common
stock on the date the option is granted. Payment of the option price shall be
made in cash or certified check.
Nontransferability
Each option granted under the plan is not transferable by the holder except
by will or the laws of descent and distribution of the state in which the holder
is domiciled at the time of his or her death.
Federal Income Tax Treatment of Incentive and NonQualified Stock Options
Currently, an employee will not be deemed to have realized income upon the
grant of a non-qualified stock option unless the option has a readily
ascertainable fair market value at the time it is granted. Generally, an
employee will recognize ordinary income upon the exercise of a non-qualified
stock option (or, if the stock subject to the option is restricted within the
meaning of Section 83 of the Internal Revenue Code of 1986, as amended (the
"Code") and the employee does not otherwise elect to recognize income upon the
exercise of the stock option, at such time as the shares become transferable or
are no longer subject to a substantial risk of forfeiture) in an amount equal to
the excess (if any) of the fair market value of the shares purchased, at the
time of exercise (or at such later time when the stock is no longer restricted
in the case of restricted stock), over the exercise price. We will be entitled
to deduct an amount equal to the amount included as ordinary income by the
employee for our taxable year which includes the close of the employee's taxable
year in which the income is included by the employee. Options granted to
officers, directors and 10% Shareholders are deemed restricted for six (6)
months from the date of grant for purposes of the securities laws.
An employee will also not be deemed to have received income upon the grant
of an incentive stock option or, except as noted below, upon the exercise of
such option. Unless shares acquired upon exercise are disposed of within two
years of the date of grant or within one year of exercise, upon the sale of such
shares, the optionee will generally recognize capital gain or loss measured by
the difference between the amount realized on the sale and the price paid for
the shares. If a sale is made prior to either of such dates, an optionee's gain
on the sale of the shares will be treated as ordinary income to the extent of
the lesser of (i) the excess of the fair market value of the shares at the time
of exercise over the option price and (ii) the excess of the amount realized on
the sale of stock over the option price. We will be allowed a deduction at the
time of sale in the amount of the ordinary income recognized by the optionee.
The balance of any gain realized will be treated as long-term or short-term
capital gain, depending upon the length of time the shares were held by the
optionee.
<PAGE>
Generally, the excess of the fair market value of an incentive stock option
at the time of exercise (or, if the stock subject to the option is restricted
within the meaning of Code Section 83, at such time as the shares become
transferable or are not longer subject to a substantial risk of forfeiture),
over the option price constitutes an item of tax preference for purposes of the
alternative minimum tax. Thus, under certain circumstances, the exercise of an
incentive stock option will result in a tax at the time of exercise.
We cannot assure you that the Code or the Treasury regulations will not be
amended to change these tax consequences.
You should refer to the applicable provisions of the Code and to the
Treasury regulations for more detailed information as to the tax treatment of
options granted pursuant to the plans. You should consult their tax advisors
with specific reference to their own tax situations and with regard to potential
changes in the applicable laws.
RESTRICTIONS ON RESALE OF COMMON STOCK
While the plan does not place restrictions on resales of shares acquired
thereunder, shares acquired under the plan by an "affiliate" as that term is
defined in Rule 405 under the Securities Act of 1933, as amended, may only be
resold pursuant to the registration requirements of the Securities Act, Rule
144, or another applicable exemption therefrom. Generally, sales of securities,
including shares, are subject to the antifraud provisions contained in federal
and state securities laws. Acquisitions (including acquisitions under the plan)
and dispositions of shares by our officers, directors or certain affiliates
within any six-month period may give rise to our right to recapture any profit
from such transactions pursuant to Section 16(b) of the Securities Exchange Act
of 1934.
It is advisable for a participant to consult with legal counsel concerning
the securities law implications of his exercise of options and his acquisition
or disposition of shares under the plan.
DESCRIPTION OF CAPITAL STOCK
General
The Company is authorized to issue 25,000,000 shares of common stock, $.01
par value per share, and 1,000,000 shares of preferred stock, $.01 par value per
share. As of the date of this prospectus, there are 7,378,752 shares of common
stock outstanding. No shares of preferred stock are currently outstanding.
Common Stock
The holders of common stock are entitled to one vote for each share held of
record on all matters to be voted on by stockholders. There is no cumulative
voting with respect to the election of directors, with the result that the
holders of more than 50% of the shares voting for the election of directors can
elect all of the directors. The holders of common stock are entitled to receive
<PAGE>
dividends, if declared by the Board of Directors, out of funds legally available
therefor. In the event of liquidation, dissolution or winding up of the Company,
the holders of common stock are entitled to share ratably in all assets
remaining available for distribution to them after payment of liabilities and
after provision has been made for each class of stock, if any, having preference
over the common stock. Holders of shares of common stock, as such, have no
conversion, preemptive or other subscription rights, and there are no redemption
provisions applicable to the common stock. All of the outstanding shares of
common stock are, and the shares of common stock offered hereby, when issued
against payment of the consideration set forth in this prospectus, will be,
fully paid and nonaccessable.
Preferred Stock
The Company is authorized to issue preferred stock with such
designations, rights and preferences as may be determined from time to time by
the Board of Directors. Accordingly, the Board of Directors is empowered,
without stockholder approval, to issue preferred stock with dividend,
liquidation, conversion, voting or other rights which could adversely affect the
voting power or other rights of the holders of our common stock and, in certain
instances, could adversely affect the market price of such stock. In the event
of issuance, the preferred stock could be utilized, under certain circumstances,
as a method of discouraging, delaying or preventing a change in control. We have
no present intention to issue any shares of preferred stock.
Transfer Agent
Our registrar and transfer agent for our common stock is North American
Transfer Company, 147 West Merrick Road, Freeport, New York 11520.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to our directors, officers and controlling persons, we have
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, we will, unless in the opinion of our counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
LEGAL MATTERS
The legality of the shares offered by this prospectus has been passed upon
by Greenbaum, Rowe, Smith, Ravin, Davis & Himmel LLP, Woodbridge, New Jersey.
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
Any statement contained in any document incorporated or deemed to be
incorporated by reference in the registration statement of which this prospectus
is a part shall be deemed to be modified or superseded for the purposes of this
prospectus to the extent that a statement contained herein or in any other
subsequently filed documents which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of the registration statement.
We will furnish without charge to each person, including any beneficial
owner to whom this prospectus is delivered, upon his written or oral request, a
copy of any or all of the documents referred to in the registration statement
which have been incorporated into the registration statement by reference (other
than exhibits to such documents). Requests for such copies should be directed
to:
EVTC, INC.
121 South Norwood Drive
Hurst, Texas 76053
Attention: David Keener, President
(817) 282-0022
<PAGE>
1,500,000
Shares of Common Stock
EVTC, INC.
PROSPECTUS
JUNE 27, 2000
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference.
The following documents we filed with the Commission pursuant to the
Exchange Act (File No. 0-20986) are hereby incorporated by reference in this
registration statement, except as otherwise superseded or modified by this
registration statement:
Our Annual Report on Form 10-K for the fiscal year ended September 30, 1999.
Our Quarterly Reports on Form 10-Q for the quarter ended December 31,
1999 and March 31, 2000.
All documents we subsequently filed pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act, prior to the termination of the offering
shall be deemed to be incorporated by reference into this prospectus.
Item 4. Description of Securities.
The common stock offered by this registration statement is registered under
the Exchange Act; therefore, no disclosure is made in response to this item.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The description set forth under the caption "Indemnification of Directors
and Officers" in EVTC's Registration Statement on Form SB-1, filed October 20,
1992, No. 33-53496, is incorporated herein by reference.
Item 7. Exemption from Registration Claimed.
Not applicable.
<PAGE>
Item 8. Exhibits.
Exhibit
Numbers Description of Documents
4.1 Form of Underwriters' Warrant(1)
4.2 Form of Warrant Agency Agreement together with attached form of
redeemable Common Stock Purchase Warrant(1)
5 Opinion of Greenbaum, Rowe, Smith, Ravin, Davis & Himmel LLP
23.1 Consent of BDO Seidman LLP (page II-8)
23.2 Consent of KPMG LLP (page II-7)
24.1 Power of Attorney (page II-4)
Item 9. Undertakings.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant, the registrant has been advised that in the opinion the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as express in the Act and
will be governed by the final adjudication of such issue. The undersigned
registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made of the securities registered hereby, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
<PAGE>
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post- effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement;
and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement; provided,
however, that the undertakings set forth in paragraphs (i) and (ii) above do not
apply if the Registration Statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable ground 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 Hurst, Texas on the 27th day of June, 2000.
EVTC, INC.
By: /s/ David A. Keener
-------------------------------
David A. Keener, President
POWER OF ATTORNEY
KNOW BY ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints David A. Keener. his true and lawful
attorney-in-fact and agent, with full power of substitution and re-substitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange commission and any
other regulatory authority, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite and
necessary to be one in and about the premises, as full to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated:
Signature Title Date
/s/ George Cannan Chairman of the Board, June 27, 2000
------------------------- and Chief Executive Officer
George Cannan
/s/ David A. Keener President June 27, 2000
------------------------
David Keener
/s/ Timothy J. Hinkhouse Chief Financial Officer June 27, 2000
-------------------------
Timothy J. Hinkhouse
/s/ John Stefiuk Director June 27, 2000
------------------------
John Stefiuk
/s/ Robert Casper Director June 27, 2000
------------------------
Robert Casper
/s/ John Mazzuto Director June 27, 2000
------------------------
John Mazzuto
<PAGE>
/s/ Edward Sakoff Director June 27, 2000
-------------------------
Edward Sakoff
/s/ Laurie Kahn Director June 27, 2000
-------------------------
Laurie Kahn
<PAGE>
EXHIBIT 5
Greenbaum, Rowe, Smith, Ravin, Davis & Himmel LLP
Metro Corporate Campus One
P.O. Box 5600
Woodbridge, NJ 07095-0988
June 27, 2000
EVTC, Inc.
121 South Norwood Drive
Hurst, Texas 76053
Re: EVTC, Inc.
Gentlemen:
We have acted as counsel to EVTC, Inc., a Delaware Corporation (the
"Company"), in connection with the filing by the Company of a Registration
Statement on Form S-8 (Registration No. 333-__________), covering the
registration of 1,500,000 shares of common stock, par value $.01 per share
("Common Stock"). We have been asked to issue an opinion as to whether the
Common Stock being registered will, when sold, be legally issued, fully paid,
non-assessable, and binding obligations of the Company.
As counsel to the Company, we have examined the Certificate of
Incorporation and By-Laws, as amended to date, and other corporate records of
the Company and have made such other investigations as we have deemed necessary
in connection with the opinion hereinafter set forth. We have relied, to the
extent we deem such reliance proper, upon certain factual representations of
officers and directors of the Company given in certificates, in answer to our
written inquiries and otherwise, and, although we have not independently
verified all of the facts contained therein, nothing has come to our attention
that would cause us to believe that any of the statements contained therein are
untrue or misleading.
In making the aforesaid examinations, we have assumed the genuineness of
all signatures and the conformity to original documents of all copies furnished
to us. We have assumed that the corporate records of the Company furnished to us
constitute all of the existing corporate records of the Company and include all
corporate proceedings taken by it.
Based solely upon and subject to the foregoing, we are of the opinion that
the shares of Common Stock are duly authorized, issued and full paid and
non-assessable, and the issuance of such shares by the Company is not subject to
any preemptive or similar rights.
We hereby consent to the filing of this opinion as an Exhibit to the
aforesaid Registration Statement and to the reference to our firm under the
caption "Legal Matters" in the Prospectus.
Very truly yours,
Greenbaum, Rowe, Smith,
Ravin, Davis & Himmel LLP
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITOR'S CONSENT
We consent to incorporation by reference in the Prospectus constituting a
part of Registration Statement on Form S-8 of EVTC, Inc. of our report, dated
December 8, 1999 except for Notes 5 and 13, as to which the date is December 23,
1999, relating to the consolidated balance sheet of EVTC, Inc. and subsidiaries
as of September 30, 1999, and the related consolidated statements of operations
and comprehensive income (loss), stockholders' equity, and cash flows for the
year ended September 30, 1999, and related financial statement schedule which
report appears in the September 30, 1999 annual report on Form 10-K of EVTC,
Inc.
BDO Seidman, LLP
Dallas, Texas
June 27, 2000
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the use of our report incorporated herein by reference.
KPMG LLP
Dallas, Texas
June 26, 2000
