SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
-------------------------
AVERT, INC.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
Colorado 84-1028716
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
301 Remington, Fort Collins, CO 80524
-------------------------------------- --------
(Address of principal executive offices) (Zip Code)
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
-----------------------------------------
(Full titles of the plan)
Dean A. Suposs
301 Remington, Fort Collins, CO 80524
---------------------------------------
(Name and address of agent for service)
Calculation of Registration Fee
<TABLE>
<CAPTION>
Proposed
Proposed maximum
Title of securities Amount to be maximum offering aggregate offering Amount of
to be registered registered price per share price registration fee
- ------------------- ------------ ---------------- ------------------ ----------------
<S> <C> <C> <C> <C>
Common stock 30,000 $6.81 $204,300 $56.80
</TABLE>
<PAGE>
AVERT, INC.
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
PLAN INFORMATION
Thisdocument constitutes part of a Prospectus covering
securities that have been registered under the
Securities Act of 1933.
June 11, 1999
<PAGE>
AVERT, INC. NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
INTRODUCTION
The Avert, Inc. Non-Employee Directors' Stock Option Plan (the "Plan") was
initially adopted by Avert, Inc. (the "Company") effective June 22, 1994 for the
benefit of the non-employee directors of the Company and its subsidiaries.
THE PLAN
The information contained herein concerning the Plan is of a summary nature
only and is subject to and qualified in its entirety by the complete text of the
Plan, a copy of which is attached hereto as Appendix A. The information
contained herein is being furnished pursuant to Rule 428(a) promulgated under
the Securities Act of 1933, as amended (the "Securities Act") and such
information constitutes a prospectus that meets the requirements of Section
10(a) of the Securities Act (a "Section 10(a) Prospectus"). A copy of the Plan
has also been filed with the Securities and Exchange Commission as an exhibit to
the Registration Statement of which this document is a part and is incorporated
herein by reference.
General Plan Information
The Plan provides for the granting ("Grants") of nontransferable options
("Stock Options") to purchase shares of the Company's Common Stock, no par value
("Common Stock"). Stock Options granted pursuant to the Plan do not qualify as
"incentive stock options" under Section 422 of the Internal Revenue Code of
1986, as amended (the "Code"). Under the Plan, a total of 30,000 shares of the
Company's Common Stock are available for Stock Options. The Plan is not subject
to any provisions of the Employee Retirement Income Securities Act of 1974
("ERISA").
Purpose of the Plan. The purpose of the Plan is to encourage and provide
incentive for high level performance by non-employee directors of the Company.
Options granted under the Plan encourage such non-employee directors to acquire
new or additional share ownership in the Company, thereby increasing their
proprietary interest in the Company's business and enhancing their personal
interest in the Company's success.
Administration. The Plan may be administered by the Board of Directors or a
committee of one or more employee members of the Board ("the Committee"). The
Plan is currently administered by the Board's Compensation Committee. Members of
the Committee currently serve until their successor has been appointed and
qualified by the Board of Directors. The Committee has authority to administer
the Plan, including authority to interpret any provision of the Plan and any
Stock Option granted thereunder, and adopt rules for administering the Plan in
order to comply with the requirements of the Code or in order to conform to any
regulation or law. The Committee has no authority to select the non-employee
directors who will receive any Stock Option, determine the number of shares to
be issued or the time at which Stock Options are to be granted, establish the
duration of the Stock Options or alter any other terms or conditions specified
in the Plan, except in the course of administering the Plan pursuant to the
provisions of the Plan.
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<PAGE>
Persons Eligible for Grants. The Plan provides for Grants to non-employee
directors of the Company.
Types of Awards. The Company may grant awards of Stock Options under the
Plan.
Shares Subject to the Plan. The shares to be issued pursuant to any Grant
made under the Plan will be Common Stock. Except as discussed below in this
subsection and as provided in the Plan, the total number of shares of Common
Stock that can be actually issued under the Plan is 30,000 shares.
If, at any time subsequent to June 22, 1994, the effective date of the
Plan, the number of shares of Common Stock is increased or decreased, or changed
into or exchanged for a different number or kind of shares of stock or other
securities of the Company or of another corporation (whether as a result of a
stock split, stock dividend, combination or exchange of shares, exchange for
other securities, reclassification, reorganization, redesignation, merger,
consolidation, recapitalization or otherwise): (i) there shall automatically be
substituted for each share of Common Stock subject to an unexercised Stock
Option (in whole or in part) granted under the Plan, the number and kind of
shares of stock or other securities into which each outstanding share of Common
Stock shall be changed or for which each such share of Common Stock shall be
exchanged; (ii) the option price per share of Common Stock or unit of securities
shall be increased or decreased proportionately so that the aggregate purchase
price for the securities subject to a Stock Option shall remain the same as
immediately prior to such event. In addition to the foregoing, the Committee
shall be entitled in the event of any such increase, decrease or exchange shares
of Common Stock to make other adjustments to the securities subject to a Stock
Option, the provisions of the Plan, and to any related Stock Option agreements
(including adjustments which may provide for the elimination of fractional
shares), where necessary to preserve the terms and conditions of any Grants
hereunder.
Stock Option Provisions. The exercise price of the Stock Options granted
under the Plan will be the fair market value of the stock on the date of Grant.
Non-employee directors are automatically granted options to purchase 1,000
shares initially and an additional 1,000 shares for each subsequent year that
they serve up to a maximum of 5,000 shares per director. Each Stock Option is
exercisable in full one year after the date of Grant and expires five years from
the date of Grant. Stock Options granted under the Plan are not transferable
otherwise than by will or the laws of descent and distribution, and, during the
lifetime of a non-employee director, are exercisable only by such non-employee
director. In addition, outstanding Stock Options may not be exercised more than
three months (but in no event beyond five years from the grant date of the Stock
Option) after the holder ceases to be a director of the Company, except that in
the event of the death or permanent and total disability of an holder while a
director, the Stock Option becomes immediately exercisable and may be exercised
by the holder (or his estate, as the case may be), until the first to occur of
the expiration of the option period or the expiration of one year following the
date of death or permanent and total disability (but in no event beyond five
years from the grant date of the Stock Option).
2
<PAGE>
There are no charges or deductions made against participants in the Plan
other than for taxes as explained herein in the section entitled "Tax Effects of
Plan Participation." No participant may create a lien on any Stock Options held
under the Plan.
A Stock Option may be exercised by an optionee giving written notice to the
Company of its intention to exercise the same, accompanied by full payment of
the purchase price in cash or by check. The Committee may, in its sole
discretion, approve other methods of exercise for a Stock Option or payment of
the option price, provided that no such method shall cause any share of Common
Stock issued in connection with the exercise of a Stock Option not to be fully
paid and nonaccessible shares.
The Committee may permit the voluntary surrender from time to time by an
optionholder of outstanding Stock Options where such surrender is conditioned
upon the grant to such optionee of new Stock Options for such number of shares
as the Committee shall determine, or may require a voluntary surrender as a
condition precedent to the grant of new Stock Options. Any new Stock Options
will be subject to all of the relevant provisions of the Plan. Common Stock
subject to surrendered Stock Options will again become shares subject to the
Plan.
Change of Control
Upon a "change in control" of the Company, all Stock Options granted under
the Plan will become exercisable in full. A change in control will be deemed to
have occurred under the Plan if: (i) the ownership of 50% or more of the
outstanding voting securities of the Company is acquired pursuant to a tender
offer; (ii) the Company is merged or consolidated with another corporation and
as a result thereof, less than 50% of the outstanding voting securities of the
surviving corporation shall be owned in the aggregate by the former stockholders
of the Company; (iii) the Company sells substantially all of its assets to
another corporation; or (iv) any person acquires, other than by reason of
inheritance, 50% or more of the outstanding voting securities of the Company.
Amendments to Plan; Termination
The Board of Directors may at any time and from any time alter, amend,
suspend or discontinue the Plan, except no such action may be taken without
stockholder approval which materially increases the benefits to participants,
materially increases the number of shares to be issued or materially modifies
the requirements as to eligibility. In addition, no such action may be taken
which adversely affects the rights and obligations with respect to any
outstanding Stock Options.
RESTRICTIONS ON RESALE OF SHARES ACQUIRED UNDER THE PLAN
"Affiliates" of the Company, within the meaning of the rules and
regulations under the Securities Act, may not publicly reoffer or resell shares
acquired under the Plan unless the offers or sales are made under a separate
prospectus or pursuant to an appropriate exemption from registration.
3
<PAGE>
TAX EFFECTS OF PLAN PARTICIPATION
The following briefly describes the tax effects that may accrue to
non-employee directors as a result of Grants of Stock Options under the Plan as
well as the tax effects thereof, if any, upon the Company. The Plan is not
qualified under Section 401(a) of the Code.
Neither the Company nor the optionee will recognize taxable income or
deduction from the Grant of a Stock Option under the Plan. At the time of
exercise of a Stock Option, the optionee will recognize ordinary income in an
amount equal to the difference between the exercise price and the fair market
value of the stock. The Company will be entitled to a deduction for tax purposes
in an amount equal to the ordinary income recognized by the optionee, if the
Company complies with applicable tax withholding requirements.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The documents set forth below are incorporated by reference into this
Section 10(a) Prospectus.
(a) The Company's Annual Report on Form 10-KSB for the year ended December
31, 1998;
(b) All other reports filed by the Company with the Securities and Exchange
Commission (the "Commission") pursuant to Section 13(a) or 15(d), of the
Securities Exchange Act of 1934 (the "Exchange Act") since December 31, 1998;
and
(c) The description of the Company's Common Stock in the Company's
Registration Statement on Form 8-A dated June 22, 1994.
All documents filed by the Company with the Commission pursuant to Section
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Section 10(a) Prospectus and prior to the filing of a post-effective amendment
to the Registration Statement on Form S-8 of which this Section 10(a) Prospectus
is a part, which indicates all shares under the Plan have been fully paid or
which deregisters all shares then remaining unsold under the Plan, shall be
deemed to be incorporated by reference in this Section 10(a) Prospectus and to
be a part hereof from the date of filing such documents.
Each of the foregoing documents are available to holders of Stock Options
under the Plan without charge upon oral or written request to the Company. The
Company will also deliver to each holder of Stock Options any revisions or
updates to this Section 10(a) Prospectus, a copy of the Company's latest Annual
Report to Stockholders and all other reports, proxy statements and other
communications distributed to the holders of its Common Stock generally.
Any request by holders of Stock Options for any of the documents set forth
above in this Section or any requests for additional information regarding the
Stock Options or the Committee should be directed to the Company at its
principal executive offices, 301 Remington Street, Fort Collins, CO 80524, (970)
484-7722, Attention: Kelly Newberg, Human Resource Manager and Investor
Relations Manager.
4
<PAGE>
APPENDIX A
AVERT, INC.
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
SECTION 1
Purpose
Avert, Inc. Non-Employee Directors' Stock Option Plan (the "Plan") provides
for the grant of Stock Options to Non-Employee Directors of Avert, Inc. (the
"Company") and of any subsidiary corporation of the Company in order to
encourage and provide incentives for high level performance by the Non-Employee
Directors of the Company.
SECTION 2
Non-Incentive Stock Options
The Stock Options granted under the Plan shall be nonstatutory stock
options which are intended to be options that do not qualify as "incentive stock
options" under Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code").
SECTION 3
Administration
3.1 Committee. The Plan shall be administered by the Board of Directors of
the Company (the "Board") or by a committee consisting of one or more employee
members of the Board (the "Committee"). The Committee or the Board, as the case
may be, shall have full authority to administer the Plan, including authority to
interpret and construe any provision of the Plan and any Stock Option granted
thereunder, and to adopt such rules and regulations for administering the Plan
as it may deem necessary in order to comply with the requirements of the Code or
in order to conform to any regulation or to any change in any law or regulation
applicable thereto. However, the Committee shall have no authority, discretion
or power to select the Non-Employee Directors who will receive any Stock Option,
determine the number of shares to be issued hereunder or the time at which such
Stock Options are to be granted, establish the duration of the Stock Options or
alter any other terms or conditions specified in the Plan, except in the course
of administering the Plan pursuant to the provisions of the Plan. The Board of
Directors may reserve to itself any of the authority granted to the Committee as
set forth herein, and it may perform and discharge all of the functions and
responsibilities of the Committee at any time that a duly constituted Committee
is not appointed and serving. All references in this Plan to the "Committee"
shall be deemed to refer to the board whenever the Board is discharging the
powers and responsibilities of the Committee.
3.2 Actions of Committee. All actions taken and all interpretations and
determinations made by the Committee in good faith (including determination of
Fair Market Value) shall be final and binding upon all Option Holders, the
Company and all other interested persons. No member of the Committee shall be
personally liable for any action, determination or interpretation made in good
faith with respect to the Plan, and all members of the Committee shall, in
addition to their rights as directors, be fully protected by the Company with
respect to any such action, determination or interpretation.
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<PAGE>
SECTION 4
Definitions
4.1 "Subsidiary Corporation." For purposes of the Plan, a "subsidiary
corporation" consists of any corporation at least fifty percent (50%) of the
stock of which is directly or indirectly owned or controlled by the Company.
4.2 "Common Stock." A share of Common Stock means a share of authorized but
unissued or reacquired Common Stock, No Par Value, of the Company.
4.3 "Fair Market Value." If the Common Stock is not traded publicly, the
Fair Market Value of a share of Common Stock on any date shall be determined, in
good faith, by the Board or the Committee after such consultation with outside
accounting and other experts as the Board or the Committee may deem advisable,
and the Board or the Committee shall maintain a written record of its method of
determining such value. If the Common Stock is traded publicly, the Fair Market
Value of a share of Common Stock on any date shall be the average of the
representative closing bid and asked prices, as quoted by the National
Association of Securities Dealers through NASDAQ (its automated system for
reporting quotes), for the date in question or, if the Common Stock is listed on
the NASDAQ National Market System or is listed on a national stock exchange, the
officially quoted closing price on NASDAQ or such exchange, as the case may be,
on the date in question.
4.4 "Non-Employee Director." A Non-Employee Director is a member of the
Board of Directors of the Company who is not also an employee or officer of the
Company.
4.5 "Option Holder." An Option Holder is a Non-Employee Director to whom a
Stock Option is granted.
4.6 "Stock Option." A Stock Option is the right granted under the Plan to a
Non-Employee Director to purchase, at such time or times and at such price or
prices ("Option Price") as are determined pursuant to the Plan, the number of
shares of Common Stock determined pursuant to the Plan.
SECTION 5
Option Grants
5.1 Number of Shares. Upon the effective date of this Plan as provided in
Section 15 hereof or, if later, upon the initial election or appointment of a
Non-Employee Director to the Company's Board of Directors, each Non-Employee
Director shall be granted a Stock Option to purchase 1,000 shares of Common
Stock (subject to adjustment pursuant to Section 6.2 hereof) effective as of the
effective date of this Plan or, if later, the date such person is elected or
appointed to the Board of Directors. In addition, each Non-Employee Director
shall be granted a Stock Option to purchase 1,000 shares of Common Stock
(subject to adjustment pursuant to Section 6.2 hereof) effective as of each
anniversary date of the initial grant of a Stock Option to such Director under
the preceding sentence. In no event may any Non-Employee Director be granted
Stock Options to purchase more than 5,000 shares of Common Stock (subject to
adjustment pursuant to Section 6.2 hereof).
5.2 Vesting of Stock Options. Except as provided in Sections 7 and 11, each
Stock Option granted under this Plan shall be vested as to one hundred percent
(100%) of the number of shares subject to such Stock Option upon the first
anniversary date the Stock Option is granted. No Stock Option shall be
exercisable if not vested.
5.3 Price. The purchase price per share of Common Stock for the shares to
be purchased pursuant to the exercise of any Stock Option shall be 100% of the
Fair Market Value of a share of Common Stock on the date on which the
Non-Employee Director is granted the Stock Option.
5.4 Other Terms. Except for the limitations set forth in Sections 5.1, 5.2,
5.3 and 7.1, the terms and provisions of Stock Options shall be as determined
from time to time by the Committee, and each Stock Option issued may contain
terms and provisions different from other Stock Options granted to the same or
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<PAGE>
other Stock Option recipients. Each Stock Option shall be evidenced by a written
agreement ("Option Agreement") containing such terms and provisions as the
Committee may determine, subject to the provisions of the Plan.
SECTION 6
Shares of Common Stock Subject to the Plan
6.1 Maximum Number. Initially, the maximum aggregate number of shares of
Common Stock that may be made subject to Stock Options shall be 30,000
authorized but unissued shares of Common Stock. If any shares of Common Stock
subject to Stock Options are not purchased or otherwise paid for before such
Stock Options expire, such shares again may be made subject to Stock Options.
6.2 Adjustments for Stock Split; Stock Dividend, Etc. If, at any time
subsequent to the effective date of the Plan as provided in Section 15 hereof,
the number of shares of Common Stock is increased or decreased, or changed into
or exchanged for a different number or kind of shares of stock or other
securities of the Company or of another corporation (whether as a result of a
stock split, stock dividend, combination or exchange of shares, exchange for
other securities, reclassification, reorganization, redesignation, merger,
consolidation, recapitalization or otherwise): (i) there shall automatically be
substituted for each share subject to an unexercised Stock Option (in whole or
in part) granted under the Plan, the number and kind of shares of stock or other
securities into which each outstanding share shall be changed or for which each
such share shall be exchanged; and (ii) the option price per share or unit of
securities shall be increased or decreased proportionately so that the aggregate
purchase price for the securities subject to a Stock Option shall remain the
same as immediately prior to such event. In addition to the foregoing, the
Committee shall be entitled in the event of any such increase, decrease or
exchange of shares to make other adjustments to the securities subject to a
Stock Option, the provisions of the Plan, and to any related Stock Option
agreements (including adjustments which may provide for the elimination of
fractional shares), where necessary to preserve the terms and conditions of any
grants hereunder.
6.3 Determination by the Committee. Adjustments under this Section 6 shall
be made by the Committee, whose determinations with regard thereto shall be
final and binding upon all parties thereto.
SECTION 7
Exercise of Stock Options
7.1 Time of Exercise. A Stock Option shall become exercisable in accordance
with this Section 7 subject to Section 11. Such times shall be set forth in the
Option Agreement evidencing such Stock Option. A Stock Option shall expire, to
the extent not exercised, five years after the date on which it was granted.
7.2 Termination of Director Status Before Exercise. If an Option Holder's
term as a director of the Company shall terminate for any reason other than the
Option Holder's death or disability, any Stock Option then held by the Option
Holder, to the extent then exercisable under the terms of this Plan and the
applicable Option Agreement(s), shall remain exercisable after the termination
of his director status for a period of three months (but in no event beyond five
years from the date of grant of the Stock Option). If the Option Holder's
director status is terminated because the Option Holder dies or becomes disabled
within the meaning of Section 22(e)(3) of the Code, any Stock Option then held
by the Option Holder, shall become immediately exercisable in full and the
applicable Option Agreement(s), shall remain exercisable after the termination
of his directorship for a period of twelve months (but in no event beyond five
years from the date of grant of the Stock Option). If the Stock Option is not
exercised during the applicable period, it shall be deemed to have been
forfeited and of no further force or effect.
7.3 Disposition of Forfeited Stock Options. Any shares of Common Stock
subject to Stock Options forfeited by an Option Holder shall not thereafter be
eligible for purchase by the Option Holder but may be made subject to Stock
Options granted to other Option Holders.
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SECTION 8
No Effect Upon Shareholder Rights
Nothing in this Plan shall interfere in any way with the right of the
shareholders of the Company to remove the Option Holder from the Board of
Directors pursuant to applicable state laws and the Company's Articles of
Incorporation and Bylaws.
SECTION 9
No Rights as a Shareholder
Except as expressly provided in this Plan, an Option Holder shall have no
rights as a shareholder with respect to any shares of Common Stock subject to a
Stock Option prior to the exercise of such Stock Option and the transfer of
Common Stock to the Option Holder. Except as provided in Section 6.2, no
adjustment shall be made in the number of shares of Common Stock issued to an
Option Holder, or in any other rights of the Option Holder upon exercise of a
Stock Option by reason of any dividend, distribution or other right granted to
shareholders for which the record date is prior to the date of exercise of the
Option Holder's Stock Option.
SECTION 10
Assignability
No Stock Option granted under this Plan, nor any other rights acquired by
an Option Holder under this Plan, shall be assignable or transferable by an
Option Holder, other than by will or the laws of descent and distribution. In
the event of the Option Holder's death while serving as a director, the Stock
Option may be exercised to the extent then exercisable under the applicable
Option Agreement by the personal representative of the Option Holder's estate
or, if no personal representative has been appointed, by the successor or
successors in interest determined under the Option Holder's will or under the
applicable laws of descent and distribution.
SECTION 11
Change in Control
11.1 Options. Upon the occurrence of a Change of Control (as defined
below), notwithstanding any other provisions hereof or of any agreement to the
contrary, all Stock Options granted under this Plan shall become immediately
exercisable in full and remain exercisable under the terms of the applicable
Option Agreement(s).
For purposes of this Plan, a Change of Control shall be deemed to have
occurred if: (i) a tender offer shall be made and consummated for the ownership
of 50% or more of the outstanding voting securities of the Company; (ii) the
Company shall be merged or consolidated with another corporation and, as a
result of such merger or consolidation, less than 50% of the outstanding voting
securities of the surviving or resulting corporation shall be owned in the
aggregate by the former shareholders of the Company as the same shall have
existed immediately prior to such merger or consolidation; or (iii) the Company
shall sell substantially all of its assets to another corporation which is not a
wholly owned subsidiary; or (iv) a person, within the meaning of Section 3(a)(9)
or of Section 13(d)(3) (as in effect on the date hereof) of the Securities
Exchange Act of 1934 (the "Exchange Act"), shall acquire, other than by reason
of inheritance, 50% or more of the outstanding voting securities of the Company
(whether directly, indirectly, beneficially or of record). In making any such
determination, transfers made by a person to an affiliate of such person (as
determined by the Board of Directors of the Company), whether by gift, devise or
otherwise, shall not be taken into account. For purposes of this Plan, ownership
of voting securities shall take into account and shall include ownership as
determined by applying the provisions of Rule 13d-3(d)(1)(i) as in effect on the
date hereof pursuant to the Exchange Act.
Notwithstanding the provisions of subparagraph (iv) of this Section 11,
"person" is used in that subparagraph shall not include any holder who was the
beneficial owner of more than ten percent (10%) of the voting securities of the
Company on the date this Plan is approved by the Board of Directors.
4
<PAGE>
SECTION 12
Amendment
The Board may from time to time alter, amend, suspend or discontinue the
Plan, including, where applicable, any modifications or amendments as it shall
deem advisable in order to conform to any regulation or to any change in any law
or regulation applicable thereto; provided, however, that no such action shall
adversely affect the rights and obligations with respect to Stock Options at any
time outstanding under the Plan; and provided further that no such action shall,
without the approval of the shareholders of the Company, (i) materially increase
the maximum number of shares of Common Stock that may be made subject to Stock
Options (unless necessary to effect the adjustments required by Section 6.2),
(ii) materially increase the benefits accruing to Option Holders under the Plan,
or (iii) materially modify the requirements as to eligibility for participation
in the Plan. Subject to the foregoing, the provision of Section 6 of the Plan
which sets forth the number of shares of Common Stock for which Stock Options
shall be granted, the timing of Stock Option grants and the Stock Option
exercise price shall not be amended more than once every six (6) months other
than to comport with changes in the Code, ERISA or the rules thereunder.
SECTION 13
Registration of Optioned Shares
The Stock Options shall not be exercisable unless the purchase of such
optioned shares is pursuant to an applicable effective registration statement
under the Securities Act of 1933, as amended (the "Act"), or unless, in the
opinion of counsel to the Company, the proposed purchase of such optioned shares
would be exempt from the registration requirements of the Act and from the
registration or qualification requirements of applicable state securities laws.
SECTION 14
Nonexclusivity of the Plan
Neither the adoption of the Plan by the Board nor the submission of the
Plan to shareholders of the Company for approval shall be construed as creating
any limitations on the power or authority of the Board to adopt such other or
additional compensation arrangements of whatever nature as the Board may deem
necessary or desirable or precluded or limit the continuation of any other plan,
practice or arrangement for the payment of compensation or fringe benefits to
Non-Employee Directors, which the Company now has lawfully put into effect.
SECTION 15
Effective Date
This Plan was adopted by the Board of Directors of the Company on April 21,
1994 and will become effective, if at all, on the effective date of the
Company's Registration Statement on Form SB-2 filed with the Securities and
Exchange Commission on March 21, 1994.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fort Collins, State of Colorado on June 16, 1999.
AVERT, INC.
BY: /s/ Dean A. Suposs
--------------------------------------
Dean A. Suposs, President
BY: /s/ Jamie M. Burgat
--------------------------------------
Jamie M. Burgat, Vice President of
Operations and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment to the Registration Statement has been signed by
the following persons in the capacities and on the date indicated.
SIGNATURE AND TITLE DATE
- ------------------- ----
/s/ Dean A. Suposs
------------------------------------- June 16, 1999
Dean A. Suposs, President
/s/ Jamie M. Burgat
-------------------------------------- June 16, 1999
Jamie M. Burgat, Vice President of
Operations and Chief Financial Officer
