<PAGE>
As filed with the Securities and Exchange Commission on December 6, 2000
Registration No. 333-_____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
TANISYS TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
Wyoming 74-2675493
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
12201 Technology Blvd.
Suite 125
Austin, Texas 78727-6101
(512) 335-4440
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
1993 STOCK OPTION PLAN
1997 NON-EMPLOYEE DIRECTOR PLAN
(Full title of the plans)
Charles T. Comiso
12201 Technology Blvd.
Suite 125
Austin, Texas 78727-6101
(512) 335-4440
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
A copy to:
Thomas W. Adkins
Bracewell & Patterson, L.L.P.
111 Congress Ave., Suite 2300
Austin, Texas 78701
(512)494-3640
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================
Title of Proposed maximum Proposed maximum Amount of
securities to Amount to be Offering price aggregate offering registration
be registered registered(1) per share(2) price(2) fee(2)
---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 7,000,000
no par value shares $1.32 $9,240,000.00 $2,439.36
=========================================================================================================
</TABLE>
(1) Represents the number of shares of Common Stock authorized for issuance
under the Registrant's plans referred to above (the "Plans"). This
Registration Statement shall also include an indeterminable number of
additional shares of Common Stock issuable pursuant to the antidilution
provisions of the Plans.
(2) Calculated pursuant to Rule 457(h) based on (i) the average of the high and
low sale prices of the Common Stock on December 6, 2000 for the shares not
presently under option and (ii) the average price per share at which
options granted under the Plan are exercisable for shares of stock presently
under option.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registration Information and Employee Plan Annual Information.*
* The information required by Items 1 and 2 of Part I of Form S-8 is omitted
from this Registration Statement in accordance with the Note to Part I of Form
S-8 and Rule 428 promulgated under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following materials previously filed by Tanisys Technology, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission")
pursuant to the Exchange Act of 1934 (the "Exchange Act") are incorporated
herein by reference: the Company's Annual Report on Form 10-K for the fiscal
year ended September 30, 1999; the Company's Quarterly Reports on Form 10-Q for
the fiscal quarters ended December 31, 1999, March 31, 2000 and June 30, 2000;
the Company's Current Reports on Form 8-K dated January 12, 2000 and May 23,
2000; and the description of the Common Stock of the Company contained in the
registration statement on Form 10 filed on November 27, 1996, as amended by the
Company's Form 10/A filed on December 6, 2000. All documents filed by the
Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all the Common Stock registered
hereunder has been sold or which deregisters all Common Stock then remaining
unsold shall be deemed to be incorporated herein by reference and to be a part
hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this registration to the extent that a statement contained
herein or in any other subsequently filed document that also is or is deemed to
be incorporated herein by reference modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
<PAGE>
Item 6. Indemnification of Directors and Officers.
(a) Bylaws and Articles of Incorporation
The Company's Bylaws provide that the Company shall indemnify any and all
persons who may serve or who have served at any time as directors or officers,
or who at the request of the Board of Directors of the Company may serve or at
any time have served as directors or officers of another corporation in which
the Company at such time owned or may own shares of stock or of which it was or
may be a creditor, and their respective heirs, administrators, successors and
assigns, against any and all expenses, including amounts paid upon judgments,
counsel fees and amounts paid in settlement (before or after suit is commenced),
actually and necessarily incurred by such persons in connection with the defense
or settlement of any claim, action, suit or proceeding in which they, or any of
them, are made parties, or a party, or which may be asserted against them or any
of them, by reason of being or having been directors or officers or a director
or officer of the Company, or of such other corporation, except in relation to
matters as to which any such director or officer or former director or officer
or person shall be adjudged in any action, suit or proceeding to be liable for
his own negligence or misconduct in the performance of his duty. Such
indemnification shall be in addition to any other rights to which those
indemnified may be entitled under any law, by-law, amendment, vote of
stockholders or otherwise.
The Company's Articles of Incorporation provide that no director shall be
personally liable to the Company or any shareholder for monetary damages for
breach of fiduciary duty as a director, except for any matter in respect of
which such director shall be liable under Section 17-16-834 of the Wyoming
Business Company Act (the "WBCA") or any amendment thereto or successor
provision thereto, or shall be liable by reason that, in addition to any and all
other requirements for such liability, he (i) shall have breached his duty of
loyalty to the Company or its shareholders, (ii) shall not have acted in good
faith or, in failing to act, shall not have acted in good faith, (iii) shall
have acted in a manner involving intentional misconduct or a knowing violation
of law or, in failing to act, shall have acted in a manner involving intentional
misconduct or a knowing violation of law, (iv) shall have derived an improper
personal benefit, or (v) shall have voted for or assented to a distribution made
in violation of Section 17-16-640 of the WBCA or the Articles of the Company if
it is established that he did not perform his duties in compliance with Section
17-16-830 of the WBCA.
(b) Wyoming Business Corporation Act
The WBCA includes the following provisions:
17-16-850. Subarticle definitions.
(a) In this subarticle:
(i) "Corporation" includes any domestic or foreign predecessor entity
of a corporation in a merger;
(ii) "Director" or "officer" means an individual who is or was a
director or officer, respectively, of a corporation or who, while a
director or officer of the corporation, is or was serving at the
corporation's request as a director, officer, partner, trustee,
employee or agent of another domestic or foreign corporation,
partnership, joint venture, trust, employee benefit plan or other
entity. A director or officer is considered to be serving an employee
benefit plan at the corporation's request if his duties to the
corporation also impose duties on, or otherwise involve services by,
him to the plan or to participants in or beneficiaries of the plan.
"Director" or
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"officer" includes, unless the context requires otherwise, the estate
or personal representative of a director or officer;
(iii) "Disinterested director" means a director who, at the time of a
vote referred to in W.S. 17-16-853(c) or a vote or selection referred
to in W.S. 17-16-855(b) or (c), is not:
(A) A party to the proceeding; or
(B) An individual having a familial, financial, professional or
employment relationship with the director whose indemnification
or advance for expenses is the subject of the decision being
made, which relationship would, in the circumstances, reasonably
be expected to exert an influence on the director's judgment when
voting on the decision being made.
(iv) "Expenses" includes counsel fees;
(v) "Liability" means the obligation to pay a judgment, settlement,
penalty, fine (including an excise tax assessed with respect to an
employee benefit plan), or reasonable expenses incurred with respect to
a proceeding;
(vi) "Party" means an individual who was, is or is threatened to be
made, a defendant or respondent in a proceeding;
(vii) "Proceeding" means any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative,
arbitrative or investigative and whether formal or informal.
17-16-851. Authority to indemnify.
(a) Except as otherwise provided in this section, a corporation may indemnify
an individual who is a party to a proceeding because he is a director against
liability incurred in the proceeding if:
(i) He conducted himself in good faith; and
(ii) He reasonably believed that his conduct was in or at least not
opposed to the corporation's best interests; and
(iii) In the case of any criminal proceeding, he had no reasonable
cause to believe his conduct was unlawful; or
(iv) He engaged in conduct for which broader indemnification has been
made permissible or obligatory under a provision of the articles of
incorporation, as authorized by W.S. 17-16-202(b)(v).
(b) A director's conduct with respect to an employee benefit plan for a
purpose he reasonably believed to be in the interests of the participants in and
beneficiaries of the plan is conduct that satisfies the requirement of paragraph
(a)(ii) of this section.
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<PAGE>
(c) The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, is not, of
itself, determinative that the director did not meet the standard of conduct
described in this section.
(d) Unless ordered by a court under W.S. 17-16-854(a)(iii), a corporation may
not indemnify a director under this section:
(i) In connection with a proceeding by or in the right of the
corporation, except for reasonable expenses incurred in connection with
the proceeding if it is determined that the director has met the
standard of conduct under subsection (a) of this section; or
(ii) In connection with any proceeding with respect to conduct for
which he was adjudged liable on the basis that he received a financial
benefit to which he was not entitled.
(e) Repealed By Laws 1997, ch. 190, (S) 3.
17-16-852. Mandatory indemnification.
A corporation shall indemnify a director who was wholly successful, on the
merits or otherwise, in the defense of any proceeding to which he was a party
because he was a director of the corporation against reasonable expenses
incurred by him in connection with the proceeding.
17-16-853. Advance for expenses.
(a) A corporation may, before final disposition of a proceeding, advance
funds to pay for or reimburse the reasonable expenses incurred by a director who
is a party to a proceeding because he is a director if he delivers to the
corporation:
(i) A written affirmation of his good faith belief that he has met
the standard of conduct described in W.S. 17-16-851 or that the
proceeding involves conduct for which liability has been eliminated
under a provision of the articles of incorporation as authorized by
W.S. 17-16-202(b)(iv); and
(ii) His written undertaking to repay any funds advanced if he is not
entitled to mandatory indemnification under W.S.17-16-852 and it is
ultimately determined that he has not met the standard of conduct
described in W.S. 17-16-851.
(iii) Repealed By Laws 1997, ch. 190, (S) 3.
(b) The undertaking required by paragraph (a)(ii) of this section shall be
an unlimited general obligation of the director but need not be secured and may
be accepted without reference to the financial ability of the director to make
repayment.
(c) Authorizations under this section shall be made:
(i) By the board of directors:
(A) If there are two (2) or more disinterested directors, by a
majority vote of all the disinterested directors (a majority of
whom shall for such purpose constitute a quorum) or
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by a majority of the members of a committee of two (2) or more
disinterested directors appointed by such a vote; or
(B) If there are fewer than two (2) disinterested directors,
by the vote necessary for action by the board in accordance
with W.S. 17-16-824(c), in which authorization directors who do
not qualify as disinterested directors may participate; or
(ii) By the shareholders, but shares owned by or voted under the
control of a director who at the time does not qualify as a
disinterested director may not be voted on the authorization.
17-16-854. Court-ordered indemnification and advance for expenses.
(a) A director who is a party to a proceeding because he is a director may
apply for indemnification or an advance for expenses to the court conducting the
proceeding or to another court of competent jurisdiction. After receipt of an
application and after giving any notice it considers necessary, the court shall:
(i) Order indemnification if the court determines that the director
is entitled to mandatory indemnification under W.S. 17-16-852;
(ii) Order indemnification or advance for expenses if the court
determines that the director is entitled to indemnification or advance
for expenses pursuant to a provision authorized by W.S.17-16-858(a); or
(iii) Order indemnification or advance for expenses if the court
determines, in view of all the relevant circumstances, that it is fair
and reasonable:
(A) To indemnify the director; or
(B) To advance expenses to the director, even if he has not met
the standard of conduct set forth in W.S. 17-16-851(a), failed to
comply with W.S. 17-16-853 or was adjudged liable in a proceeding
referred to in W.S. 17-16-851(d)(i) or (ii), but if he was
adjudged so liable his indemnification shall be limited to
reasonable expenses incurred in connection with the proceeding.
(b) If the court determines that the director is entitled to indemnification
under paragraph (a)(i) of this section or to indemnification or advance for
expenses under paragraph (a)(ii) of this section, it shall also order the
corporation to pay the director's reasonable expenses incurred in connection
with obtaining court-ordered indemnification or advance for expenses. If the
court determines that the director is entitled to indemnification or advance for
expenses under paragraph (a)(iii) of this section, it may also order the
corporation to pay the director's reasonable expenses to obtain court-ordered
indemnification or advance for expenses.
17-16-855. Determination and authorization of indemnification.
(a) A corporation may not indemnify a director under W.S. 17-16-851 unless
authorized for a specific proceeding after a determination has been made that
indemnification of the director is permissible because he has met the standard
of conduct set forth in W.S. 17-16-851.
(b) The determination shall be made:
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(i) If there are two (2) or more disinterested directors, by the
board of directors by majority vote of all the disinterested directors
(a majority of whom shall for such purpose constitute a quorum), or by
a majority of the members of a committee of two (2) or more
disinterested directors appointed by such a vote;
(ii) Repealed By Laws 1997, ch. 190, (S) 3.
(iii) By special legal counsel:
(A) Selected in the manner prescribed in paragraph (i) of this
subsection; or
(B) If there are fewer than two (2) disinterested directors,
selected by the board of directors (in which selection
directors who do not qualify as disinterested directors may
participate); or
(iv) By the shareholders, but shares owned by or voted under the
control of a director who at the time does not qualify as a
disinterested director may not be voted on the determination.
(c) Authorization of indemnification shall be made in the same manner as the
determination that indemnification is permissible, except that if there are
fewer than two (2) disinterested directors, authorization of indemnification
shall be made by those entitled under paragraph (b)(iii) of this section to
select special legal counsel.
17-16-856. Officers.
(a) A corporation may indemnify and advance expenses under this subarticle to
an officer of the corporation who is a party to a proceeding because he is an
officer of the corporation:
(i) To the same extent as a director; and
(ii) If he is an officer but not a director, to such further extent as
may be provided by the articles of incorporation, the bylaws, a
resolution of the board of directors or contract, except for:
(A) Liability in connection with a proceeding by or in the
right of the corporation other than for reasonable expenses
incurred in connection with the proceeding; or
(B) Liability arising out of conduct that constitutes:
(I) Receipt by him of a financial benefit to which he
is not entitled;
(II) An intentional infliction of harm on the
corporation or the shareholders; or
(III) An intentional violation of criminal law.
(iii) A corporation may also indemnify and advance expenses to a
current or former officer, employee or agent who is not a director to
the extent, consistent with public policy, that may be
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provided by its articles of incorporation, bylaws, general or specific
action of its board of directors or contract.
(b) The provisions of paragraph (a)(ii) of this section shall apply to an
officer who is also a director if the basis on which he is made a party to the
proceeding is an act or omission solely as an officer.
(c) An officer of a corporation who is not a director is entitled to
mandatory indemnification under W.S. 17-16-852, and may apply to a court under
W.S. 17-16-854 for indemnification or an advance for expenses, in each case to
the same extent to which a director may be entitled to indemnification or
advance for expenses under those provisions.
17-16-857. Insurance.
A corporation may purchase and maintain insurance on behalf of an individual who
is a director or officer of the corporation, or who, while a director or officer
of the corporation, serves at the corporation's request as a director, officer,
partner, trustee, employee or agent of another domestic or foreign corporation,
partnership, joint venture, trust, employee benefit plan or other entity,
against liability asserted against or incurred by him in that capacity or
arising from his status as a director or officer whether or not the corporation
would have power to indemnify or advance expenses to him against the same
liability under this subarticle.
17-16-858. Variation by corporate action; application of subarticle.
(a) A corporation may, by a provision in its articles of incorporation or
bylaws or in a resolution adopted or a contract approved by its board of
directors or shareholders, obligate itself in advance of the act or omission
giving rise to a proceeding to provide indemnification in accordance with
W.S.17-16-851 or advance funds to pay for or reimburse expenses in accordance
with W.S. 17-16-853. Any such obligatory provision shall be deemed to satisfy
the requirements for authorization referred to in W.S. 17-16-853(c) and 17-16-
855(c). Any provision that obligates the corporation to provide indemnification
to the fullest extent permitted by law shall be deemed to obligate the
corporation to advance funds to pay for or reimburse expenses in accordance with
W.S. 17-16-853 to the fullest extent permitted by law, unless the provision
specifically provides otherwise.
(b) Any provision pursuant to subsection (a) of this section shall not
obligate the corporation to indemnify or advance expenses to a director of a
predecessor of the corporation, pertaining to conduct with respect to the
predecessor, unless otherwise specifically provided. Any provision for
indemnification or advance for expenses in the articles of incorporation,
bylaws, or a resolution of the board of directors or shareholders of a
predecessor of the corporation in a merger or in a contract to which the
predecessor is a party, existing at the time the merger takes effect, shall be
governed by W.S. 17-16-1106(a)(iii).
(c) A corporation may, by provision in its articles of incorporation, limit
any of the rights to indemnification or advance for expenses created by or
pursuant to this subarticle.
(d) This subarticle does not limit a corporation's power to pay or reimburse
expenses incurred by a director or officer in connection with his appearance as
a witness in a proceeding at a time when he is not a party.
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(e) This subarticle does not limit a corporation's power to indemnify,
advance expenses to or provide or maintain insurance on behalf of an employee or
agent.
17-16-859. Exclusivity of subarticle.
A corporation may provide indemnification or advance expenses to a director or
an officer only as permitted by this subarticle.
(c) Directors' and Officers' Insurance
The Company maintains a policy of liability insurance covering its directors
and officers against losses resulting from wrongful acts committed by them in
their official capacities, including liabilities arising under applicable
securities laws.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibits incorporated herein by reference are indicated by a parenthetical
indicating the filing from which such exhibit is incorporated.
Exhibit
Number Description of Exhibit
------ ----------------------
4.1 Articles of Incorporation of Tanisys Technology, Inc., as amended
4.2 Restated Bylaws of Tanisys Technology, Inc. (Exhibit 3.5 to Form 10
filed November 27, 1996)
4.3 Tanisys Technology, Inc. 1993 Stock Option Plan, as amended
4.4 Tanisys Technology, Inc. 1997 Non-Employee Director Plan, as amended
4.5 Form of Automatic Director Gant
5 Opinion of Bracewell & Patterson, L.L.P.
23.1 Consent of Bracewell & Patterson, L.L.P. (contained in Exhibit 5)
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Brown, Graham and Company P.C.
24 Powers of Attorney (contained on signature page)
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<PAGE>
Item 9. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent post-
effective amendment hereof) 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 this Registration Statement or any
material change to such information in this Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) shall not apply if
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 Exchange Act that are incorporated by
reference in this Registration Statement;
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered herein, 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.
(4) That, for purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to section 13(a) or
section 15(d) of the Exchange Act that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(5) To deliver or cause to be delivered with the prospectus, to each person
to whom the prospectus is sent or given, the latest annual report to security
holders that is incorporated by reference in the prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 promulgated
under the Exchange Act; and, where interim financial information required to be
presented by Article 3 of Regulation S-X is not set forth in the prospectus, to
deliver, or cause to be delivered to each person to whom the prospectus is sent
or given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that
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a claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
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<PAGE>
SIGNATURES
----------
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 Austin, and State of Texas, on November 20, 2000.
TANISYS TECHNOLOGY, INC.
By: /s/ Charles T. Comiso
-----------------------------------------
Charles T. Comiso
President and Chief Executive Officer
Each person whose signature appears below on this Registration Statement
hereby constitutes and appoints Charles T. Comiso 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 (until revoked in
writing), to sign any and all amendments (including post-effective amendments
and amendments thereto) 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 attorney-in-fact and
agent full power and authority to do and perform each and every act and thing he
might do or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Name: Date: Title:
/s/ Charles T. Comiso November 20, 2000 Director, President and
------------------------- Chief Executive Officer
Charles T. Comiso (Principal executive officer)
/s/ Terry W. Reynolds November 20, 2000 Vice President of Finance
------------------------- (Principal financial officer
Terry W. Reynolds and principal accounting
/s/ Parris H. Holmes, Jr. November 20, 2000 Chairman of the Board
------------------------- of Directors
Parris H. Holmes, Jr.
/s/ Gordon H. Matthews November 20, 2000 Director
-------------------------
Gordon H. Matthews
/s/ Theodore W. Van Duyn November 20, 2000 Director
-------------------------
Theodore W. Van Duyn
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<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
------ ----------------------
4.1 Articles of Incorporation of Tanisys Technology, Inc., as amended
4.2 Restated Bylaws of Tanisys Technology, Inc. (Exhibit 3.5 to Form 10
filed November 27, 1996)
4.3 Tanisys Technology, Inc. 1993 Stock Option Plan, as amended
4.4 Tanisys Technology, Inc. 1997 Non-Employee Director Plan, as amended
4.5 Form of Automatic Director Grant
5 Opinion of Bracewell & Patterson, L.L.P.
23.1 Consent of Bracewell & Patterson, L.L.P. (contained in Exhibit 5)
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Brown, Graham and Company P.C.
24 Powers of Attorney (contained on signature page)
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