As filed with the Securities and Exchange Commission on October 10, 1997
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of l933
APPLIED COMPUTER TECHNOLOGY, INC.
(Exact name of issuer as specified in its charter)
Colorado 84-1164570
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2573 Midpoint Drive
Fort Collins, CO 80525
(Address of Principal Executive Offices) (Zip Code)
Incentive Stock Option Plan
Non-Qualified Stock Option Plan
Stock Bonus Plan
Director's Compensation Plan
(Full Title of Plan)
Wiley E. Prentice, Jr.
2573 Midpoint Drive
Fort Collins, CO 80525
(Name and address of agent for service)
(970) 490-1849
(Telephone number, including area code, of agent for service)
Copies of all communications, including all communications sent to agent for
service to:
William T. Hart, Esq.
Hart & Trinen
l624 Washington Street
Denver, Colorado 80203
(303) 839-0061
<PAGE>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price offering Registration
Registered Registered (1) Per Share (2) Price Fee
Common Stock Issuable 600,000 $4.25 $2,550,000 $773
Pursuant to Incentive Shares
Stock Option Plan
Common Stock Issuable 600,000 $4.25 $2,550,000 $773
Pursuant to Non-Qualified Shares
Stock Option Plan
Common Stock Issuable 200,000 $4.25 $850,000 $258
Pursuant to Stock Shares
Bonus Plan
Common Stock Issuable 37,500 $4.25 $159,375 $48
Pursuant to Director's Shares
Compensation Plan $6,109,375 $1,852
(1) This Registration Statement also covers such additional number of shares,
presently indeterminable, as may become issuable under the Plan in the event of
stock dividends, stock splits, recapitalizations or other changes in the Common
Stock.
(2) Pursuant to Rule 457(g), the proposed maximum offering price per share and
proposed maximum aggregate offering price are based upon the average bid and
asked prices of the Registrant's Common Stock on October 9, 1997.
<PAGE>
APPLIED COMPUTER TECHNOLOGY, INC.
Cross Reference Sheet Required Pursuant to Rule 404
PART I
INFORMATION REQUIRED IN PROSPECTUS
(NOTE: Pursuant to instructions to Form S-8, the Prospectus described
below is not filed with this Registration Statement.)
Item
No. Form S-8 Caption Caption in Prospectus
1. Plan Information
(a) General Plan Information ......... Stock Option and Bonus Plans
(b) Securities to be Offered ........ Stock Option and Bonus Plans
(c) Employees who may Participate
in the Plan ..................... Stock Option and Bonus Plans
(d) Purchase of Securities Pursuant
to the Plan and Payment for
Securities Offered .............. Stock Option and Bonus Plans
(e) Resale Restrictions .............. Resale of Shares by
Affiliates
(f) Tax Effects of Plan
Participation .................... Stock Option and Bonus Plans
(g) Investment of Funds .............. Not Applicable.
(h) Withdrawal from the Plan;
Assignment of Interest ........... Other Information Regarding
the Plans
(i) Forfeitures and Penalties ........ Other Information Regarding
the Plans
(j) Charges and Deductions and
Liens Therefore .................. Other Information Regarding
the Plans
2. Registrant Information and Employee
Plan Annual Information ............... Available Information,
Documents Incorporated by
Reference
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3 - Incorporation of Documents by Reference
The following documents filed by the Company with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement: Annual Report on Form 10-KSB for the year ending December 31, 1996
and Quarterly Reports on Form 10-QSB for quarters ending March 31,1997 and June
30, 1997. All reports and documents subsequently filed by the Company pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment to this Registration Statement
of which this Prospectus is a part which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this Prospectus and to be a
part thereof from the date of filing of such reports or documents.
Item 4 - Description of Securities
Not required.
Item 5 - Interests of Named Experts and Counsel
Not Applicable.
Item 6 - Indemnification of Directors and Officers
The Bylaws of the Company provide in substance that the Company shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened or completed action, suit or proceeding, whether civil,
criminal, administrative, or investigative by reason of the fact that such
person is or was a director, officer, employee, fiduciary or agent of the
Company, or is or was serving at the request of the Company as a director,
officer, employee, fiduciary or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorney's
fees), judgements, fines and amounts paid in settlement actually and reasonably
incurred by such person to the full extent permitted by the laws of the state of
Colorado; and that expenses incurred in defending any such civil or criminal
action, suit or proceeding may be paid by the Company in advance of the final
disposition of such action, suit or proceeding as authorized by the Board of
Directors in the specific case upon receipt of an undertaking by or on behalf of
such director, officer or employee to repay such amount to the Company unless it
shall ultimately be determined that such person is entitled to be indemnified by
the Company as authorized in the Bylaws.
Item 7 - Exemption from Registration Claimed
Not applicable.
<PAGE>
In issuing options to the persons listed above the Company relied upon
the exemption provided by Section 4(2) of the Securities Act of 1933 as such
shares were issued in a transaction not involving any public offering. All of
the persons listed above, at the time of the issuance of the shares, were
Company officers, directors, employees or consultants and were fully informed as
to the Company's business and affairs. The Company did not pay any commission to
any person in connection with the issuance of these shares.
Item 8 - Exhibits
4 - Instruments Defining Rights of
Security Holders
(a) - Common Stock Incorporated by reference to
Exhibit 4(a) of the Company's
Registration Statement on
Form SB-2, File No. 33-95782-D
(b) - Incentive Stock Option Plan
(c) - Non-Qualified Stock Option Plan
(d) - Stock Bonus Plan
(e) - Director's Compensation Plan
5 - Opinion Regarding Legality of
Securities to be Offered
l5 - Letter Regarding Unaudited Interim
Financial Information None
24 - Consent of Independent Public
Accountants and Attorneys
25 - Power of Attorney Included in the signature page
of this Registration Statement
28 - Information from Reports None
furnished to State Insurance
Regulatory Authorities
99 - Additional Exhibits
(Re-Offer Prospectus) To be filed by amendment
Item 9 - Undertakings
(a) The undersigned registrant hereby undertakes:
<PAGE>
(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
l0(a)(3) of the Securities Act of l933;
(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 in such information in the
registration statement;
Provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii)
will 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 l3
or Section l5(d) of the Securities Act of l934
(2) That, for the purpose of determining any liability under the
Securities Act of l933, 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of l933, each filing of the
registrant's Annual Report pursuant to Section l3(a) or Section l5(d) of the
Securities Exchange Act of l934 (and, where applicable, each filing of any
employee benefit plan's annual report pursuant to Section l5(d) of the
Securities Exchange Act of l934) that is incorporated by reference in the
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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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
<PAGE>
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 Act and will
be governed by the final adjudication of such issue.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
constitutes and appoints Wiley E Prentice, Jr, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and all 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 requisite and necessary to be done, as
fully 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
substitutes or substitute may lawfully do or cause to be done by virtue hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of l933, 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 October 9, 1997.
APPLIED COMPUTER TECHNOLOGY INC.
By:/s/ Wiley E. Prentice, Jr.
Wiley E Prentice Jr, President
By:/s/ Daniel Radford
Daniel Radford, Principal Financial
Officer and Principal Accounting
Officer
Pursuant to the requirements of the Securities Act of l933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Wiley E. Prentice, Jr. Director October 9, 1997
Wiley E. Prentice, Jr
/s/ Cynthia E. Koehler Director October 9, 1997
Cynthia E. Koehler
Director October 9, 1997
J. Roger Moody
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
EXHIBITS
Applied Computer Technology Inc.
2573 Midpoint Drive
Fort Collins, CO 80525
APPLIED COMPUTER TECHNOLOGY, INC.
1995 INCENTIVE STOCK OPTION PLAN
1. Purpose. The purpose of the 1995 Incentive Stock Option Plan (the
"Plan") is to advance the interests of Applied Computer Technology, Inc. and any
subsidiary corporation (hereinafter referred to as the "Company") and all of its
shareholders, by strengthening the Company's ability to attract and retain in
its employ individuals of training, experience, and ability, and to furnish
additional incentive to officers and valued employees upon whose judgment,
initiative, and efforts the successful conduct and development of its business
largely depends, by encouraging such officers and employees to become owners of
capital stock of the Company.
This will be effected through the granting of stock options as
herein provided, which options are intended to qualify as "Incentive Stock
Options" within the meaning of Section 422 of the Internal Revenue Code, as
amended (the "Code").
2. Definitions.
(a) "Board" means the Board of Directors of the Company.
(b) "Committee" means the directors duly appointed to administer the
Plan.
(c) "Common Stock" means the Company's Common Stock.
(d) "Date of Grant" means the date on which an Option is granted under
the Plan.
(e) "Option" means an Option granted under the Plan.
(f) "Optionee" means a person to whom an Option, which has not expired,
has been
granted under the Plan.
(g) "Successor" means the legal representative of the estate of a
deceased optionee
or the person or persons who acquire the right to exercise an
Option by bequest
or inheritance or by reason of the death of any Optionee.
3. Administration of Plan. The Plan shall be administered by the
Company's Board of Directors or in the alternative, by a committee of two or
more directors appointed by the Board (the "Committee"). If a Committee should
be appointed, the Committee shall report all action taken by it to the Board.
The Committee shall have full and final authority in its discretion, subject to
the provisions of the Plan, to determine the individuals to whom and the time or
times at which Options shall be granted and the number of shares and purchase
price of Common Stock covered by each Option; to construe and interpret the
Plan; to determine the terms and provisions of the respective Option agreements,
which need not be identical, including, but without limitation, terms covering
the payment of the Option Price; and to make
<PAGE>
all other determinations and take all other actions deemed necessary or
advisable for the proper administration of the Plan. All such actions and
determinations shall be conclusively binding for all purposes and upon all
persons.
4. Common Stock Subject to Options. The aggregate number of shares of
the Company's Common Stock which may be issued upon the exercise of Options
granted under the Plan shall not exceed 600,000, subject to adjustment under the
provisions of paragraph 9. The shares of Common Stock to be issued upon the
exercise of Options may be authorized but unissued shares, shares issued and
reacquired by the Company or shares bought on the market for the purposes of the
Plan. In the event any Option shall, for any reason, terminate or expire or be
surrendered without having been exercised in full, the shares subject to such
Option but not purchased thereunder shall again be available for Options to be
granted under the Plan.
The aggregate fair market value (determined as of the time any
option is granted) of the stock for which any employee may be granted options
which are first exercisable in any single calendar year under this Plan (and any
other plan of the Company meeting the requirements for Incentive Stock Option
Plans) shall not exceed $100,000.
5. Participants. Options will be granted only to persons who are
employees of the Company and only in connection with any such person's
employment. The term "employees" shall include officers as well as other
employees, and the officers and other employees who are directors of the
Company. The Committee will determine the employees to be granted options and
the number of shares subject to each option.
6. Terms and Conditions of Options. Any Option granted under the Plan
shall be evidenced by an agreement executed by the Company and the recipient and
shall contain such terms and be in such form as the Committee may from time to
time approve, subject to the following limitations and conditions:
(a) Option Price. The purchase price of each option shall not be
less than l00% of the fair market value of the Company's common stock at the
time of the granting of the option provided, however, if the optionee, at the
time the option is granted, owns stock possessing more than l0% of the total
combined voting power of all classes of stock of the Company, the purchase price
of the option shall not be less than 110% of the fair market value of the stock
at the time of the granting of the option.
(b) Period of Option. The maximum period for exercising an option
shall be l0 years from the date upon which the option is granted, provided,
however, if the optionee, at the time the option is granted, owns stock
possessing more than l0% of the total combined voting power of all classes of
stock of the Company, the maximum period for exercising an option shall be five
years from the date upon which the option is granted and provided further,
however, that these periods may be shortened in accordance with the provisions
of Paragraphs 6 or 7 below.
Subject to the foregoing, the period during which each option may
be exercised, and the expiration date of each Option shall be fixed by the
Committee.
<PAGE>
(c) Vesting of Shareholder Rights. Neither an Optionee nor his
successor shall have any rights as a shareholder of the Company until the
certificates evidencing the shares purchased are properly delivered to such
Optionee or his successor.
(d) Exercise of Option. Each Option shall be exercisable from time
to time during a period (or periods) determined by the Committee and ending upon
the expiration or termination of the Option; provided, however, the Committee
may, by the provisions of any Option Agreement, limit the number of shares
purchasable thereunder in any period or periods of time during which the Option
is exercisable. An Option shall not be exercisable in whole or in part prior to
the date of shareholder approval of the Plan.
Options may be exercised in part from time to time during the
option period. The exercise of any option will be contingent upon compliance by
the Optionee (or purchaser acting pursuant to Section 6(b)) with the provisions
of Section 10 below and upon receipt by the Company of either (i) cash or
certified bank check payable to its order in the amount of the purchase price of
such shares (ii) shares of Company stock having a fair market value equal to the
purchase price of such shares, or (iii) a combination of (i) and (ii). If any
law or regulation requires the Company to take any action with respect to the
shares to be issued upon exercise of any option, then the date for delivery of
such stock shall be extended for the period necessary to take such action.
(e) Nontransferability of Option. No Option shall be transferable
or assignable by an Optionee, otherwise than by will or the laws of descent and
distribution and each Option shall be exercisable, during the Optionee's
lifetime, only by him. No Option shall be pledged or hypothecated in any way and
no Option shall be subject to execution, attachment, or similar process except
with the express consent of the Committee.
(f) Death of Optionee. In the event of the death of an optionee
while in the employ of the Company, the option theretofore granted to him shall
be exercisable only within the three months succeeding such death and then only
(i) by the person or persons to whom the optionee's rights under the option
shall pass by the optionee's will or by the laws of descent and distribution,
and (ii) if and to the extent that he was entitled to exercise the option at the
date of his death.
7. Assumed Options. In connection with any transaction to which Section
424(a) of the Code is applicable, options may be granted pursuant hereto in
substitution of existing options or existing options may be assumed as
prescribed by that Section and any regulations issued thereunder.
Notwithstanding anything to the contrary contained in this Plan, options granted
pursuant to this Paragraph shall be at prices and shall contain such terms, pro-
visions, and conditions as may be determined by the Committee and shall include
such provisions and conditions as may be necessary to meet the requirements of
Section 424(a) of the Code.
8. Certain Dispositions of Shares. Any options granted pursuant to
this Plan shall be conditioned such that if, within the earlier of (i) the
two-year period beginning on the date
<PAGE>
of grant of an option or (ii) the one- year period beginning on the date after
which any share of stock is transferred to an individual pursuant to his
exercise of an option, such an individual makes a disposition of such share of
stock by way of sale, exchange, gift, transfer of legal title, or otherwise,
such individual shall promptly report such disposition to the Company in writing
and shall furnish to the Company such details concerning such disposition as the
Company may reasonably request.
9. Reclassification, Consolidation, or Merger. If and to the extent
that the number of issued shares of Common Stock of the Corporation shall be
increased or reduced by change in par value, split up, reclassification,
distribution of a dividend payable in stock, or the like, the number of shares
subject to Option and the Option price per share shall be proportionately
adjusted by the Committee, whose determination shall be conclusive. If the
Corporation is reorganized or consolidated or merged with another corporation,
an Optionee granted an Option hereunder shall be entitled to receive Options
covering shares of such reorganized, consolidated, or merged company in the same
proportion, at an equivalent price, and subject to the same conditions. The new
Option or assumption of the old Option shall not give Optionee additional
benefits which he did not have under the old Option, or deprive him of benefits
which he had under the old Option.
10. Restrictions on Issuing Shares. The exercise of each Option shall
be subject to the condition that if at any time the Company shall determine in
its discretion that the satisfaction of withholding tax or other withholding
liabilities, or that the listing, registration, or qualification of any shares
otherwise deliverable upon such exercise upon any securities exchange or under
any state or federal law, or that the consent or approval of any regulatory
body, is necessary or desirable as a condition of, or in connection with, such
exercise or the delivery or purchase of shares purchased thereto, then in any
such event, such exercise shall not be effective unless such withholding,
listing, registration, qualification, consent, or approval shall have been
effected or obtained free of any conditions not acceptable to the Company.
Unless the shares of stock covered by the Plan have been registered
with the Securities and Exchange Commission pursuant to Section 5 of the
Securities Act of l933, each optionee shall, by accepting an option, represent
and agree, for himself and his transferees by will or the laws of descent and
distribution, that all shares of stock purchased upon the exercise of the option
will be acquired for investment and not for resale or distribution. Upon such
exercise of any portion of an option, the person entitled to exercise the same
shall, upon request of the Company, furnish evidence satisfactory to the Company
(including a written and signed representation) to the effect that the shares of
stock are being acquired in good faith for investment and not for resale or
distribution. Furthermore, the Company may, if it deems appropriate, affix a
legend to certificates representing shares of stock purchased upon exercise of
options indicating that such shares have not been registered with the Securities
and Exchange Commission and may so notify its transfer agent. Such shares may be
disposed of by an optionee in the following manner only: (l) pursuant to an
effective registration statement covering such resale or reoffer, (2) pursuant
<PAGE>
to an applicable exemption from registration as indicated in a written opinion
of counsel acceptable to the Company, or (3) in a transaction that meets all the
requirements of Rule l44 of the Securities and Exchange Commission. If shares of
stock covered by the Plan have been regis- tered with the Securities and
Exchange Commission, no such restrictions on re- sale shall apply, except in the
case of optionees who are directors, officers, or principal shareholders of the
Company. Such persons may dispose of shares only by one of the three aforesaid
methods.
11. Use of Proceeds. The proceeds received by the Company from the sale
of Common Stock pursuant to the exercise of Options granted under the Plan shall
be added to the Company's general funds and used for general corporate purposes.
l2. Amendment, Suspension, and Termination of Plan. The Board of
Directors may alter, suspend, or discontinue the Plan, but may not, without the
approval of a majority of those holders of the Company's Common Stock voting in
person or by proxy at any meeting of the Company's shareholders, make any
alteration or amendment thereof which operates to (a) abolish the Commit- tee,
change the qualification of its members, or withdraw the administration of the
Plan from its supervision, (b) make any material change in the class of eligible
employees as defined in Section 5, (c) increase the total number of shares
reserved for purposes of this Plan except as provided in Section 9, (d) increase
the total number of shares for which an option or options may be granted to any
one employee, (e) extend the term of the Plan or the maximum option periods
provided in paragraph 6, (f) decrease the minimum option price provided in
paragraph 6, except as provided in paragraph 9, or (g) materially increase the
benefits accruing to employees participating under this Plan.
Unless the Plan shall theretofore have been terminated by the Board,
the Plan shall terminate ten years after the effective date of the Plan. No
Option may be granted during any suspension or after the termination of the
Plan. No amendment, suspension, or termination of the Plan shall, without an
Optionee's consent, alter or impair any of the rights or obligations under any
Option theretofore granted to such Optionee under the Plan.
13. Limitations. Every right of action by or on behalf of the Company
or by any shareholder against any past, present or future member of the Board,
or any officer or employee of the Company arising out of or in connection with
this Plan shall, irrespective of the place where such action may be brought and
irrespective of the place of residence of any such director, officer or employee
cease and be barred by the expiration of one year from which- ever is the later
of (a) the date of the act or omission in respect of which such right of action
arises; or (b) the first date upon which there has been made generally available
to shareholders an annual report of the Company or any proxy statement for the
annual meeting of shareholders following the issuance of such annual report,
which annual report and proxy statement alone or together set forth, for the
related period, the number of shares issuable upon the exercise of the options
granted pursuant to this Plan; and any and all right of action by any employee
(past, present or future) against the Company arising out of or in connection
with this Plan shall, irrespective of the place where such action may be
brought, cease and be barred by the expiration of one year from the date of the
<PAGE>
act or omission in respect of which such right of action arises.
l4. Effective Date of the Plan.
This Plan shall become effective upon the adoption thereof by the Board
of Directors of the Company.
l5. Governing Law. The Plan shall be governed by the laws of the
State of Colorado.
l6. Expenses of Administration. All costs and expenses incurred in
the operation and administration of this Plan shall be borne by the Company.
APPLIED COMPUTER TECHNOLOGY, INC.
By
APPLIED COMPUTER TECHNOLOGY, INC.
NON-QUALIFIED STOCK OPTION PLAN
l. Purpose. This Non-Qualified Stock Option Plan (the "Plan") is
intended to advance the interests of Applied Computer Technology, Inc. (the
"Company") and its shareholders, by encouraging and enabling selected officers,
directors, consultants and key employees upon whose judgment, initiative and
effort the Company is largely dependent for the successful conduct of its
business, to acquire and retain a proprietary interest in the Company by
ownership of its stock. Options granted under the Plan are intended to be
Options which do not meet the requirements of Section 422 of the Internal
Revenue Code of 1954, as amended (the "Code").
2. Definitions.
(a) "Board" means the Board of Directors of the Company.
(b) "Committee" means the directors duly appointed to administer the
Plan.
(c) "Common Stock" means the Company's Common Stock.
(d) "Date of Grant" means the date on which an Option is granted under
the Plan.
(e) "Option" means an Option granted under the Plan.
(f) "Optionee" means a person to whom an Option, which has not expired,
has
been granted under the Plan.
(g) "Successor" means the legal representative of the estate of a
deceased optionee
or the person or persons who acquire the right to exercise an Option
by bequest or
inheritance or by reason of the death of any Optionee.
3. Administration of Plan. The Plan shall be administered by the
Company's Board of Directors or in the alternative, by a committee of two or
more directors appointed by the Board (the "Committee"). If a Committee should
be appointed, the Committee shall report all action taken by it to the Board.
The Committee shall have full and final authority in its discretion, subject to
the provisions of the Plan, to determine the individuals to whom and the time or
times at which Options shall be granted and the number of shares and purchase
price of Common Stock covered by each Option; to construe and interpret the
Plan; to determine the terms and provisions of the respective Option agreements,
which need not be identical, including, but without limitation, terms covering
the payment of the Option Price; and to make all other determinations and take
all other actions deemed necessary or advisable for the proper administration of
the Plan. All such actions and determinations shall be conclusively binding for
all purposes and upon all persons.
<PAGE>
4. Common Stock Subject to Options. The aggregate number of shares of
the Company's Common Stock which may be issued upon the exercise of Options
granted under the Plan shall not exceed 600,000, subject to adjustment under the
provisions of paragraph 7. The shares of Common Stock to be issued upon the
exercise of Options may be authorized but unissued shares, shares issued and
reacquired by the Company or shares bought on the market for the purposes of the
Plan. In the event any Option shall, for any reason, terminate or expire or be
surrendered without having been exercised in full, the shares subject to such
Option but not purchased thereunder shall again be available for Options to be
granted under the Plan.
5. Participants. Options may be granted under the Plan the Company's
employees, directors and officers, and consultants or advisors to the Company,
provided however that bona fide services shall be rendered by such consultants
or advisors and such services must not be in connection with the offer or sale
of securities in a capital-raising transaction.
6. Terms and Conditions of Options. Any Option granted under the Plan
shall be evidenced by an agreement executed by the Company and the recipient and
shall contain such terms and be in such form as the Committee may from time to
time approve, subject to the following limitations and conditions:
(a) Option Price. The Option Price per share with respect to each
Option shall be determined by the Committee but shall in no instance be less
than the par value of the Common Stock.
(b) Period of Option. The period during which each option may be
exercised, and the expiration date of each Option shall be fixed by the
Committee, but, notwithstanding any provision of the Plan to the contrary, such
expiration date shall not be more than ten years from the date of Grant.
(c) Vesting of Shareholder Rights. Neither an Optionee nor his
successor shall have any rights as a shareholder of the Company until the
certificates evidencing the shares purchased are properly delivered to such
Optionee or his successor.
(d) Exercise of Option. Each Option shall be exercisable from time
to time during a period (or periods) determined by the Committee and ending upon
the expiration or termination of the Option; provided, however, the Committee
may, by the provisions of any Option Agreement, limit the number of shares
purchasable thereunder in any period or periods of time during which the Option
is exercisable.
(e) Nontransferability of Option. No Option shall be transferable
or assignable by an Optionee, otherwise than by will or the laws of descent and
distribution and each Option shall be exercisable, during the Optionee's
lifetime, only by him. No Option shall be pledged or hypothecated in any way and
no Option shall be subject to execution, attachment, or similar process except
with the express consent of the Committee.
(f) Death of Optionee. If an Optionee dies while holding an Option
granted hereunder, his Option privileges shall be limited to the shares which
were immediately purchasable by him at the date of death and such Option
privileges shall expire unless exercised by his successor within six months
after the date of death.
<PAGE>
7. Reclassification, Consolidation, or Merger. If and to the extent
that the number of issued shares of Common Stock of the Corporation shall be
increased or reduced by change in par value, split up, reclassification,
distribution of a dividend payable in stock, or the like, the number of shares
subject to Option and the Option price per share shall be proportionately
adjusted by the Committee, whose determination shall be conclusive. If the
Corporation is reorganized or consolidated or merged with another corporation,
an Optionee granted an Option hereunder shall be entitled to receive Options
covering shares of such reorganized, consolidated, or merged company in the same
proportion, at an equivalent price, and subject to the same conditions. The new
Option or assumption of the old Option shall not give Optionee additional
benefits which he did not have under the old Option, or deprive him of benefits
which he had under the old Option.
8. Restrictions on Issuing Shares. The exercise of each Option shall be
subject to the condition that if at any time the Company shall determine in its
discretion that the satisfaction of withholding tax or other withholding
liabilities, or that the listing, registration, or qualification of any shares
otherwise deliverable upon such exercise upon any securities exchange or under
any state or federal law, or that the consent or approval of any regulatory
body, is necessary or desirable as a condition of, or in connection with, such
exercise or the delivery or purchase of shares purchased thereto, then in any
such event, such exercise shall not be effective unless such withholding,
listing, registration, qualification, consent, or approval shall have been
effected or obtained free of any conditions not acceptable to the Company.
Unless the shares of stock covered by the Plan have been
registered with the Securities and Exchange Commission pursuant to Section 5 of
the Securities Act of l933, each optionee shall, by accepting an option,
represent and agree, for himself and his transferees by will or the laws of
descent and distribution, that all shares of stock purchased upon the exercise
of the option will be acquired for investment and not for resale or
distribution. Upon such exercise of any portion of an option, the person
entitled to exercise the same shall, upon request of the Company, furnish
evidence satisfactory to the Company (including a written and signed
representation) to the effect that the shares of stock are being acquired in
good faith for investment and not for resale or distribution. Furthermore, the
Company may, if it deems appropriate, affix a legend to certificates
representing shares of stock purchased upon exercise of options indicating that
such shares have not been registered with the Securities and Exchange Commission
and may so notify the Company's transfer agent. Such shares may be disposed of
by an optionee in the following manner only: (l) pursuant to an effective
registration statement covering such resale or reoffer, (2) pursuant to an
applicable exemption from registration as indicated in a written opinion of
counsel acceptable to the Company, or (3) in a transaction that meets all the
requirements of Rule l44 of the Securities and Exchange Commission. If shares of
stock covered by the Plan have been registered with the Securities and Exchange
Commission, no such restrictions on resale shall apply, except in the case of
optionees who are directors, officers, or principal shareholders of the Company.
Such persons may dispose of shares only by one of the three aforesaid methods.
<PAGE>
9. Use of Proceeds. The proceeds received by the Company from the sale
of Common Stock pursuant to the exercise of Options granted under the Plan shall
be added to the Company's general funds and used for general corporate purposes.
l0. Amendment, Suspension, and Termination of Plan. The Board of
Directors may alter, suspend, or discontinue the Plan, but may not, without the
approval of a majority of those holders of the Company's Common Stock voting in
person or by proxy at any meeting of the Company's shareholders, make any
alteration or amendment thereof which operates to (a) abolish the Committee,
change the qualification of its members, or withdraw the administration of the
Plan from its supervision, (b) make any material change in the class of eligible
employees as defined in paragraph 5, (c) increase the total number of shares
reserved for purposes of this Plan except as provided in paragraph 7, (d)
increase the total number of shares for which an option or options may be
granted to any one employee, (e) extend the term of the Plan or the maximum
option periods provided in paragraph 6, (f) decrease the minimum option price
provided in paragraph 6, except as provided in paragraph 7, or (g) materially
increase the benefits accruing to employees participating under this Plan.
Unless the Plan shall theretofore have been terminated by the Board,
the Plan shall terminate ten years after the effective date of the Plan. No
Option may be granted during any suspension or after the termination of the
Plan. No amendment, suspension, or termination of the Plan shall, without an
Optionee's consent, alter or impair any of the rights or obligations under any
Option theretofore granted to such Optionee under the Plan.
11. Limitations. Every right of action by or on behalf of the Company
or by any shareholder against any past, present or future member of the Board,
or any officer or employee of the Company arising out of or in connection with
this Plan shall, irrespective of the place where such action may be brought and
irrespective of the place of residence of any such director, officer or employee
cease and be barred by the expiration of one year from which- ever is the later
of (a) the date of the act or omission in respect of which such right of action
arises; or (b) the first date upon which there has been made generally available
to shareholders an annual report of the Company or any proxy statement for the
annual meeting of shareholders following the issuance of such annual report,
which annual report and proxy statement alone or together set forth, for the
related period, the number of shares issuable upon the exercise of the options
granted pursuant to this Plan; and any and all right of action by any employee
(past, present or future) against the Company arising out of or in connection
with this Plan shall, irrespective of the place where such action may be
brought, cease and be barred by the expiration of one year from the date of the
act or omission in respect of which such right of action arises.
l2. Governing Law. The Plan shall be governed by the laws of the
State of Colorado.
<PAGE>
13. Expenses of Administration. All costs and expenses incurred in the
operation and administration of this Plan shall be borne by the Company.
APPLIED COMPUTER TECHNOLOGY, INC.
By
APPLIED COMPUTER TECHNOLOGY, INC.
STOCK BONUS PLAN
l. Purpose. The purpose of this Plan is to advance the interests of
Applied Computer Technology, Inc. (the "Company") and its shareholders, by
encouraging and enabling selected officers, directors, consultants and key
employees upon whose judgment, initiative and effort the Company is largely
dependent for the successful conduct of its business, to acquire and retain a
proprietary interest in the Company by ownership of its stock, to keep personnel
of experience and ability in the employ of the Company and to compensate them
for their contributions to the growth and profits of the Company and thereby
induce them to continue to make such contributions in the future.
2. Definitions.
A. "Board" shall mean the board of directors of the Company.
B. "Committee" means the directors duly appointed to
administer the Plan.
C. "Plan" shall mean this Stock Bonus Plan.
D. "Bonus Share" shall mean the shares of common stock of the
Company reserved pursuant to Section 4 hereof and any such shares issued to a
Recipient pursuant to this Plan.
E. "Recipient" shall mean any individual rendering services
for the Company to whom shares are granted pursuant to this Plan.
3. Administration of Plan. The Plan shall be administered by a
committee of two or more directors appointed by the Board (the "Committee"). The
Committee shall report all action taken by it to the Board. The Committee shall
have full and final authority in its discretion, subject to the provisions of
the Plan, to determine the individuals to whom and the time or times at which
Bonus Shares shall be granted and the number of Bonus Shares; to construe and
interpret the Plan; and to make all other determinations and take all other
actions deemed necessary or advisable for the proper administration of the Plan.
All such actions and determinations shall be conclusively binding for all
purposes and upon all persons.
4. Bonus Share Reserve. There shall be established a Bonus Share
Reserve to which shall be credited 200,000 shares of the Company's common stock.
In the event that the shares of common stock of the Company should, as a result
of a stock split or stock dividend or combination of shares or any other change,
or exchange for other securities by reclassification, reorganization, merger,
consolidation, recapitalization or otherwise, be 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, the number of shares
then remaining in the Bonus Share Reserve shall be appropriately adjusted to
reflect such action. Upon the grant of shares hereunder, this reserve shall be
reduced by the number of shares so granted. Distributions of Bonus Shares may,
as the Committee shall in its sole discretion determine, be made from authorized
but
<PAGE>
unissued shares or from treasury shares. All authorized and unissued shares
issued as Bonus Shares in accordance with the Plan shall be fully paid and
nonassessable and free from preemptive rights.
5. Eligibility, and Granting and Vesting of Bonus Shares. Bonus Shares
may be granted under the Plan to the Company's employees, directors and
officers, and consultants or advisors to the Company, provided however that bona
fide services shall be rendered by such consultants or advisors and such
services must not be in connection with the offer or sale of securities in a
capital-raising transaction.
The Committee, in its sole discretion, is empowered to grant to an
eligible Participant a number of Bonus Shares as it shall determine from time to
time. Each grant of these Bonus Shares shall become vested according to a
schedule to be established by the Committee directors at the time of the grant.
For purposes of this plan, vesting shall mean the period during which the
recipient must remain an employee or provide services for the Company. At such
time as the employment of the Recipient ceases, any shares not fully vested
shall be forfeited by the Recipient and shall be returned to the Bonus Share
Reserve. The Committee, in its sole discretion, may also impose restrictions on
the future transferability of the bonus shares, which restrictions shall be set
forth on the notification to the Recipient of the grant.
The aggregate number of Bonus Shares which may be granted pursuant
to this Plan shall not exceed the amount available therefore in the Bonus Share
Reserve.
6. Form of Grants. Each grant shall specify the number of Bonus Shares
subject thereto, subject to the provisions of Section 5 hereof.
At the time of making any grant, the Committee shall advise the
Recipient by delivery of written notice, in the form of Exhibit A hereto
annexed.
7. Recipients' Representations.
A. The Committee may require that, in acquiring any Bonus Shares,
the Recipient agree with, and represent to, the Company that the Recipient is
acquiring such Bonus Shares for the purpose of investment and with no present
intention to transfer, sell or otherwise dispose of shares except such
distribution by a legal representative as shall be required by will or the laws
of any jurisdiction in winding-up the estate of any Recipient. Such shares shall
be transferable thereafter only if the proposed transfer shall be permissible
pursuant to the Plan and if, in the opinion of counsel (who shall be
satisfactory to the Committee), such transfer shall at such time be in
compliance with applicable securities laws.
B. To effectuate Paragraph A above, the Recipient shall
deliver to the Committee, in duplicate, an agreement in writing, signed by the
Recipient, in form and
<PAGE>
substance as set forth in Exhibit B hereto annexed, and the Committee shall
forthwith acknowledge its receipt thereof.
8. Restrictions Upon Issuance.
A. Bonus Shares shall forthwith after the making of any
representations required by Section 6 hereof, or if no representations are
required then within thirty (30) days of the date of grant, be duly issued and
transferred and a certificate or certificates for such shares shall be issued in
the Recipient's name. The Recipient shall thereupon be a shareholder with
respect to all the shares represented by such certificate or certificates, shall
have all the rights of a shareholder with respect to all such shares, including
the right to vote such shares and to receive all dividends and other
distributions (subject to the provisions of Section 7(B) hereof) paid with
respect to such shares. Certificates of stock representing Bonus Shares shall be
imprinted with a legend to the effect that the shares represented thereby are
subject to the provisions of this Agreement, and to the vesting and transfer
limitations established by the Committee, and each transfer agent for the common
stock shall be instructed to like effect with respect of such shares.
B. In the event that, as the result of a stock split or stock
dividend or combination of shares or any other change, or exchange for other
securities, by reclassification, reorganization, merger, consolidation,
recapitalization or otherwise, the Recipient shall, as owner of the Bonus Shares
subject to restrictions hereunder, be entitled to new or additional or different
shares of stock or securities, the certificate or certificates for, or other
evidences of, such new or additional or different shares or securities, together
with a stock power or other instrument of transfer appropriately endorsed, shall
also be imprinted with a legend as provided in Section 7(A), and all provisions
of the Plan relating to restrictions herein set forth shall thereupon be
applicable to such new or additional or different shares or securities to the
extent applicable to the shares with respect to which they were distributed.
C. The grant of any Bonus Shares shall be subject to the condition
that if at any time the Company shall determine in its discretion that the
satisfaction of withholding tax or other withholding liabilities, or that the
listing, registration, or qualification of any Bonus Shares upon such exercise
upon any securities exchange or under any state or federal law, or that the
consent or approval of any regulatory body, is necessary or desirable as a
condition of, or in connection with, the issuance of any Bonus Shares, then in
any such event, such exercise shall not be effective unless such withholding,
listing, registration, qualification, consent, or approval shall have been
effected or obtained free of any conditions not acceptable to the Company.
D. Unless the Bonus Shares covered by the Plan have been
registered with the Securities and Exchange Commission pursuant to Section 5 of
the Securities Act of l933, each Recipient shall, by accepting a Bonus Share,
represent and agree, for himself and his transferees by will or the laws of
descent and distribution, that all Bonus Shares were acquired for investment and
not for resale or distribution. Upon such exercise of any portion of an option,
the person
<PAGE>
entitled to exercise the same shall, upon request of the Committee, furnish
evidence satisfactory to the Committee (including a written and signed
representation) to the effect that the shares of stock are being acquired in
good faith for investment and not for resale or distribution. Furthermore, the
Committee may, if it deems appropriate, affix a legend to certificates
representing Bonus Shares indicating that such Bonus Shares have not been
registered with the Securities and Exchange Commission and may so notify the
Company's transfer agent. Such shares may be disposed of by a Recipient in the
following manner only: (l) pursuant to an effective registration statement
covering such resale or reoffer, (2) pursuant to an applicable exemption from
registration as indicated in a written opinion of counsel acceptable to the
Company, or (3) in a transaction that meets all the requirements of Rule l44 of
the Securities and Exchange Commission. If Bonus Shares covered by the Plan have
been registered with the Securities and Exchange Commission, no such
restrictions on resale shall apply, except in the case of Recipients who are
directors, officers, or principal shareholders of the Company. Such persons may
dispose of shares only by one of the three aforesaid methods.
9. Limitations. Neither the action of the Company in establishing the
Plan, nor any action taken by it nor by the Committee under the Plan, nor any
provision of the Plan, shall be construed as giving to any person the right to
be retained in the employ of the Company.
Every right of action by or on behalf of the Company or by any
shareholder against any past, present or future member of the Board, or any
officer or employee of the Company arising out of or in connection with this
Plan shall, irrespective of the place where action may be brought and
irrespective of the place of residence of any such director, officer or employee
cease and be barred by the expiration of one year from whichever is the later of
(a) the date of the act or omission in respect of which such right of action
arises; or (b) the first date upon which there has been made generally available
to shareholders an annual report of the Company or any proxy statement for the
annual meeting of shareholders following the issuance of such annual report,
which annual report and proxy statement alone or together set forth, for the
related period, the number of shares issued pursuant to this Plan; and any and
all right of action by any employee (past, present or future) against the
Company arising out of or in connection with this Plan shall, irrespective of
the place where action may be brought, cease and be barred by the expiration of
one year from the date of the act or omission in respect of which such right of
action arises.
l0. Amendment, Suspension or Termination of the Plan. The Board of
Directors may alter, suspend, or discontinue the Plan, but may not, without the
approval of a majority of those holders of the Company's Common Stock voting in
person or by proxy at any meeting of the Company's shareholders, make any
alteration or amendment thereof which operates to (a) abolish the Committee,
change the qualification of its members, or withdraw the administration of the
Plan from its supervision, (b) make any material change in the class of eligible
employees as defined in paragraph 5, (c) increase the total number of shares
reserved for purposes of this Plan except as provided in paragraph 4, (d) extend
the term of the Plan or, (e) materially increase the benefits accruing to
persons participating under this Plan.
<PAGE>
Unless the Plan shall theretofore have been terminated by the Board,
the Plan shall terminate ten years after the effective date of the Plan. No
Bonus Share may be granted during any suspension or after the termination of the
Plan. No amendment, suspension, or termination of the Plan shall, without a
recipient's consent, alter or impair any of the rights or obligations under any
Bonus Share theretofore granted to such recipient under the Plan.
11. Governing Law. The Plan shall be governed by the laws of the
State of Colorado.
12. Expenses of Administration. All costs and expenses incurred in the
operation and administration of this Plan shall be borne by the Company.
APPLIED COMPUTER TECHNOLOGY, INC.
By
APPLIED COMPUTER TECHNOLOGY, INC.
DIRECTOR COMPENSATION PLAN
1. Purpose. The purpose of this Plan is to set forth the terms and
conditions upon which directors of the Company, who are not also officers of the
Company, will be compensated by the Company.
2. Definitions.
(a) "Board" means the Board of Directors of the Company.
(b) "Common Stock" means the Company's Common Stock.
(c) "Company" means Applied Computer Technology, Inc.
(d) "Option" means an Option granted under this Plan.
(e) "Optionee" means a person to whom an Option has been granted
under the Plan.
(f) "Successor" means the legal representative of the estate of a
deceased optionee or the person or persons who acquire the right to exercise an
Option by bequest or inheritance or by reason of the death of any Optionee.
3. Compensation. Each director to which this Plan applies will be paid
$500 per month plus $1,000 per each meeting attended in person. Each director
will also be reimbursed for all reasonable out-of-pocket expenses incurred by
such director in performing duties as a director.
4.1 Grant of Options. Each director is granted options to purchase
10,000 shares of the Company's Common Stock at $2.00 per share subject to the
terms set forth below. If the director is still a director at July 20, 1996
options to purchase an additional 10,000 shares, subject to the terms set forth
below, will be granted at the market price of the Company's Common Stock on July
20, 1996. If the director is still a director at July 20, 1997, options to
purchase an additional 10,000 shares, subject to the terms set forth below, will
be granted at the market price of the Company's Common Stock on July 20, 1997.
Shares Subject Date Option is Exercise Expiration
to Option First Exercisable Price Date
2,500 7/20/95 $2.00 7/20/2000
2,500 7/20/96 $2.00 7/20/2000
2,500 7/20/97 $2.00 7/20/2000
2,500 7/20/98 $2.00 7/20/2000
2,500 7/20/96 (1) 7/20/2001
2,500 7/20/97 (1) 7/20/2001
2,500 7/20/98 (1) 7/20/2001
2,500 7/20/99 (1) 7/20/2001
2,500 7/20/97 (2) 7/20/2002
2,500 7/20/98 (2) 7/20/2002
2,500 7/20/99 (2) 7/20/2002
2,500 7/20/2000 (2) 7/20/2002
(1) Market price as of 7/20/96.
(2) Market price as of 7/20/97.
Notwithstanding anything contained herein to the contrary, at the time
the Optionee ceases to be a director of the Company, all Options which are not
then exercisable will expire.
4.2 Nontransferability of Option. No Option shall be transferable or
assignable by an Optionee, otherwise than by will or the laws of descent and
distribution and each Option shall be exercisable, during the Optionee's
lifetime, only by him. No Option shall be pledged or hypothecated in any way and
no Option shall be subject to execution, attachment, or similar process except
with the express consent of the Committee.
4.3 Death of Optionee. If an Optionee dies while holding an Option
granted hereunder, his Options shall be limited to the shares which were
immediately purchasable by him at the date of death and such Options shall be
exercisable by his Successor.
4.4 Reclassification, Consolidation, or Merger. If and to the extent
that the number of issued shares of Common Stock of the Corporation shall be
increased or reduced by change in par value, split up, reclassification,
distribution of a dividend payable in stock, or the like, the number of shares
subject to Option and the Option price per share shall be proportionately
adjusted by the Committee, whose determination shall be conclusive. If the
Corporation is reorganized or consolidated or merged with another corporation,
an Optionee granted an Option hereunder shall be entitled to receive Options
covering shares of such reorganized, consolidated, or merged company in the same
proportion, at an equivalent price, and subject to the same conditions. The new
Option or assumption of the old Option shall not give Optionee additional
benefits which he did not have under the old Option, or deprive him of benefits
which he had under the old Option.
4.5 Restrictions on Issuing Shares. The exercise of each Option shall
be subject to the condition that if at any time the Company shall determine in
its discretion that the satisfaction of withholding tax or other withholding
liabilities, or that the listing, registration, or qualification of any shares
otherwise deliverable upon such exercise upon any securities exchange or under
any state or federal law, or that the consent or approval of any regulatory
body, is necessary or desirable as a condition of, or in connection with, such
exercise or the delivery or purchase of shares purchased thereto, then in any
such event, such exercise shall not be effective unless such withholding,
listing, registration, qualification, consent, or approval shall have been
effected or obtained free of any conditions not acceptable to the Company.
<PAGE>
Unless the shares of stock covered by the Plan have been registered
with the Securities and Exchange Commission pursuant to Section 5 of the
Securities Act of l933, each optionee shall, by accepting an option, represent
and agree, for himself and his transferees by will or the laws of descent and
distribution, that all shares of stock purchased upon the exercise of the option
will be acquired for investment and not for resale or distribution. Upon such
exercise of any portion of an option, the person entitled to exercise the same
shall, upon request of the Company, furnish evidence satisfactory to the Company
(including a written and signed representation) to the effect that the shares of
stock are being acquired in good faith for investment and not for resale or
distribution. Furthermore, the Company may, if it deems appropriate, affix a
legend to certificates representing shares of stock purchased upon exercise of
options indicating that such shares have not been registered with the Securities
and Exchange Commission and may so notify the Company's transfer agent. Such
shares may be disposed of by an optionee in the following manner only: (l)
pursuant to an effective registration statement covering such resale or reoffer,
(2) pursuant to an applicable exemption from registration as indicated in a
written opinion of counsel acceptable to the Company, or (3) in a transaction
that meets all the requirements of Rule l44 of the Securities and Exchange
Commission. If shares of stock covered by the Plan have been registered with the
Securities and Exchange Commission, no such restrictions on resale shall apply,
except in the case of optionees who are directors, officers, or principal
shareholders of the Company. Such persons may dispose of shares only by one of
the three aforesaid methods.
4.6 Registration of Shares. As soon as practicable the Company will
register the shares issuable upon the exercise of any option granted pursuant to
this Plan with the Securities and Exchange Commission.
5. Amendment, Suspension, and Termination of Plan. The Board of
Directors may at any time discontinue this Plan, but no amendment, suspension,
or termination of the Plan shall, without an Optionee's consent, alter or impair
any of the rights or obligations under any Option theretofore granted to such
Optionee under this Plan.
6. Governing Law. The Plan shall be governed by the laws of the
State of Colorado.
October 9, 1997
Applied Computer Technology, Inc.
2573 Midpoint Drive
Fort Collins, CO 80525
This letter will constitute an opinion upon the legality of the sale by Applied
Computer Technology, Inc. (the "Company"), of up to 1,437,500 shares of Common
Stock, all as referred to in the Registration Statement on Form S-8 filed by the
Company with the Securities and Exchange Commission.
We have examined the Articles of Incorporation, the Bylaws and the minutes of
the Board of Directors of the Company and the applicable laws of the State of
Colorado, and a copy of the Registration Statement. In our opinion, the shares
of Common Stock referred to above will, upon issuance, be lawfully authorized
and fully paid and non-assessable shares of the Company's Common Stock.
Very truly yours,
HART & TRINEN
William T. Hart
CONSENT OF ATTORNEYS
Reference is made to the Registration Statement on Form S-8 of Applied Computer
Technology, Inc., whereby the Company proposes to issue up to l,437,500 shares
of the Company's Common Stock. Reference is also made to Exhibit 5 included in
the Registration Statement relating to the validity of the securities proposed
to be sold.
We hereby consent to the use of our opinion concerning the validity of the
securities proposed to be issued and sold.
Very truly yours,
HART & TRINEN
William T. Hart
Denver, Colorado
October 9, 1997
<PAGE>
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT'S CONSENT
We consent to the incorporation by reference in the Registration Statement of
Applied Computer Technology, Inc. on Form S-8 of our report dated April 11, 1997
on our audit of the consolidated financial statements of Applied Computer
Technology, Inc. as of December 31, 1996, and for the year then ended. Our
report is included in the Annual Report of Applied Computer Technology, Inc. on
Form 10-KSB for the fiscal year ended December 31, 1996.
HEIN & ASSOCIATES, L.L.P
Denver, Colorado
October 8, 1997
<PAGE>
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS CONSENTS
We consent to the incorporation by reference in the Registration Statement
of Applied Computer Technology Inc. on Form S-8 of our report dated April 25,
1996 relating to the financial statements of Applied Computer Technology, Inc.
as of December 31, 1995 and for the year then ended. This report is included in
the Annual Report of Applied Computer Technology, Inc. on Form 10-KSB for the
fiscal year ended December 31, 1996.
Brock and Company, CPA's P.C.
Fort Collins, Colorado
October 9, l997
