-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VyYdqAB1+nh11wbmqtwftjEtMzqwuY4FyeG3oaBHvteRr43zf280Dj1yroN5XZkZ HkQN585VWsYFG4Sa7ZBkkw== 0000927356-99-000955.txt : 19990524 0000927356-99-000955.hdr.sgml : 19990524 ACCESSION NUMBER: 0000927356-99-000955 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990521 EFFECTIVENESS DATE: 19990521 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BI INC CENTRAL INDEX KEY: 0000716629 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS BUSINESS SERVICES [7380] IRS NUMBER: 840769926 STATE OF INCORPORATION: CO FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-78981 FILM NUMBER: 99631564 BUSINESS ADDRESS: STREET 1: 6400 LOOKOUT RD CITY: BOULDER STATE: CO ZIP: 80301 BUSINESS PHONE: 3035302911 MAIL ADDRESS: STREET 1: 6400 LOOKOUT RD CITY: BOULDER STATE: CO ZIP: 80301 S-8 1 FORM S-8 FOR BI, INC. 1996 STOCK OPTION PLAN Registration No. 333- As filed with the Securities and Exchange Commission on May 21, 1999. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________________________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BI INCORPORATED (Exact name of registrant as specified in its charter) Colorado 84-0769926 (State or other juris- (I.R.S. Employer diction of incorporation Identification No.) or organization) 6400 Lookout Road Boulder, Colorado 80301 (Address, including zip code of Principal Executive Offices) BI Incorporated 1996 Stock Option Plan (Full Title of the Plans) David J. Hunter, President BI Incorporated 6400 Lookout Road Boulder, Colorado 80301 (303) 530-2911 (Name, address and telephone number, including area code, of agent for service) ________________________________________ CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------------------- Title of each class of Amount to be Proposed maximum Proposed maximum Amount of registration securities to be registered offering price per aggregate offering fee registered share(1) price - ---------------------------------------------------------------------------------------------------------------------------------- Common Stock, no par value per share 400,000 shares $8.75 $3,500,000 $974 - ----------------------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(c) based upon the average of the high and low selling prices reported on the Nasdaq National Market on May 17, 1999. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT The contents of the Registration Statement filed on Form S-8 under File Number 333-24073 are incorporated herein by reference. Item 8. Exhibits. 4.1 BI Incorporated 1996 Stock Option Plan. 5.1 Opinion of Ireland, Stapleton, Pryor & Pascoe, P.C. regarding the legality of the Common Stock being registered. 23.1 Consent of Independent Accountants. 23.2 Consent of Ireland, Stapleton, Pryor & Pascoe, P.C. (included in the opinion filed as Exhibit 5.1). 25.1 Power of Attorney (included in Part II of this Registration Statement under the caption "Signatures"). SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boulder, State of Colorado, on May 14, 1999. BI INCORPORATED By: /S/ David J. Hunter ------------------------ David J. Hunter, President Power of Attorney The undersigned directors and/or officers of the Registrant, by virtue of their signatures to this Registration Statement appearing below, hereby constitute and appoint David J. Hunter or Jacqueline A. Chamberlin, or either of them, with full power of substitution, as attorney-in-fact in their names, places and steads to execute any and all amendments to this Registration Statement in the capacities set forth opposite their names and hereby ratify all that said attorneys-in-fact may do by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signatures Title Date ---------- ----- ---- /S/ David J. Hunter President, Chief Executive Officer May 14, 1999 - ------------------------------- and Director (Principal Executive David J. Hunter Officer) /S/ Jacqueline A. Chamberlin Vice President of Finance (Principal May 14, 1999 - ------------------------------- Financial and Accounting Officer) Jacqueline A. Chamberlin /S/ Jeremy N. Kendall Chairman May 14, 1999 - ------------------------------- Jeremy N. Kendall /S/ William E. Coleman Vice Chairman May 14, 1999 - ------------------------------- William E. Coleman /S/ Mckinley C. Edwards, Jr. Director May 14, 1999 - ------------------------------- Mckinley C. Edwards, Jr. /S/ Beverly J. Haddon Director May 14, 1999 - ------------------------------- Beverly J. Haddon /S/ Perry M. Johnson Director May 14, 1999 - ------------------------------- Perry M. Johnson /S/ Barry J. Nidorf Director May 14, 1999 - ------------------------------- Barry J. Nidorf /S/ Byam K. Stevens, Jr. Director May 14, 1999 - ------------------------------- Byam K. Stevens, Jr.
EX-4.1 2 BI INC. AMENDED 1996 STOCK OPTION PLAN Exhibit 4.1 BI INCORPORATED AMENDED 1996 STOCK OPTION PLAN 1. Purpose. The purpose of this 1996 Stock Option Plan (the "Plan") ------- is to grant to employees, consultants and directors, options to purchase common stock (the "Common Stock") of BI Incorporated, a Colorado corporation (the "Corporation"), so that they may have the opportunity to participate in the growth of the Corporation and to provide them with an increased incentive to promote the interests of the Corporation. The options granted under the Plan are intended to qualify as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), unless designated as non-qualified stock options. 2. Eligible Persons. Employees, directors and consultants of the ---------------- Corporation or of any parent or subsidiary of the Corporation shall be eligible to be granted options under the Plan, except that incentive stock options may be granted only to employees. "Parent" and "subsidiary" shall have the meanings set forth in Section 424 of the Code. 3. Stock Subject to Plan. Subject to the provisions of Section 10, --------------------- the maximum aggregate number of shares for which options may be granted and sold under the Plan is 1,400,000 shares of Common Stock. If an option should expire or become unexercisable for any reason without having been exercised in full, the unpurchased shares which were subject thereto shall become available for future grant and sale under the Plan. No stock option may be granted under the Plan more than 10 years after the adoption of the Plan by the Board. 4. Administration. -------------- (a) The Plan shall be administered by a committee of at least two non-employee members of the Board of Directors of the Corporation (the "Board") appointed by the Board and serving at the Board's pleasure (the "Committee"). The Board may increase the size of the Committee, appoint additional members, remove members (with or without cause), appoint new members, fill vacancies however caused, or remove all members of the Committee and thereafter directly administer the Plan. As used herein, the term Board shall also mean the Committee. (b) The Board may from time to time adopt such rules and regulations as it may deem advisable for the administration of the Plan, and may alter, amend, or rescind any such rules and regulations in its discretion. The Board shall have the power to interpret or amend or discontinue the Plan, except that any amendment which, under state or federal law or the applicable rules of any exchange or trading system on which the Common Stock is traded, would require shareholder approval shall take effect only upon such approval; and further provided that without the written consent of an optionee, no amendment or discontinuance of the Plan shall alter or impair any option previously granted to him under the Plan, subject to any provisions otherwise in the Plan. All decisions made by the Board in the administration and interpretation of the Plan shall be binding and conclusive for all purposes. No member of the Board shall be liable for any action taken or decisions made by him or her in good faith with respect to the Plan or any options granted under it. 5. Price, Terms and Conditions of Options. -------------------------------------- (a) Options shall be evidenced by a written Incentive Stock Option Agreement or Non-Qualified Stock Option Agreement, as appropriate, in the form approved from time to time by the Board. The type of option, the number of shares which may be purchased under such option, the exercisability of such option, the option's expiration date and the purchase price per share, shall be designated by the Board at the time the option is granted. (b) The purchase price per share of any option granted hereunder shall in no event be less than 100% of the fair market value of each share at the time the option is granted; provided, however, that incentive stock options may not be granted to any holder of the voting rights of 10% or more of the total combined voting power of all classes of stock of the Corporation at time of grant, unless the purchase price is at least 110% of the fair market value of the shares at the time of grant. "Fair market value" shall be determined as set forth in Section 9 below. No incentive stock options shall be granted under the Plan to any employee where the aggregate fair market value (determined at the time the option is granted) of the stock with respect to which incentive stock options are exercisable for the first time by such employee during any calendar year (under all such plans of the Corporation and its parent and subsidiary corporations) shall exceed $100,000; provided that non-qualified stock options granted under the Plan may exceed these limits. All options shall be exercisable even though there may be outstanding any other option(s) which was or were granted before the granting of such option. The Board may impose on any option any additional terms and conditions which it deems advisable and which are not inconsistent with the Plan. 6. Transferability. Unless otherwise determined by the Board, an --------------- option granted under the Plan shall not be transferable by the individual to whom it is granted otherwise than by will or the laws of descent and distribution, and shall be exercisable, during the lifetime of such individual, only by him; provided, however, that if such individual becomes legally disabled, his legal representative may exercise the option on his behalf. 7. Exercise of Option. ------------------ (a) Exercise of an option shall be accomplished by delivery to the Corporation before the option's expiration of written notice, signed by the holder of the option, specifying the number of shares with respect to which the option is exercised, the type of option being exercised, and by full payment of the purchase price for the shares. The purchase price may, at the Corporation's discretion, be paid by assignment to the Corporation of outstanding shares of Common Stock of the Corporation owned by the optionee for at least six (6) months prior to the date of exercise and having a fair market value (as determined pursuant to Section 9 below) equal to the purchase price or that portion thereof being paid in outstanding stock. The Corporation may issue a certificate which reflects the net number of shares issuable after payment of the exercise price in already owned Common Stock, so that the previously owned certificate need not actually be tendered. An option may not be exercised for a fraction of a share of Common Stock. At the Corporation's request, the notice of exercise delivered to it shall contain a representation that the shares are being purchased for investment only and not for resale or distribution. Within a reasonable time after receipt of the properly executed notice of exercise, the Corporation shall cause to be issued and delivered to the holder of the option a certificate for the number of shares of Common Stock being purchased; provided, however, that the Corporation may in its discretion allow the optionee to elect to pay any withholding taxes payable upon exercise of a non-qualified stock option, in whole or in part, by transferring to the Corporation shares of Common Stock of the Corporation owned by him or by being credited by the Corporation for shares he has a right to acquire in the option being exercised. (b) No person shall have any rights as a stockholder with respect to any shares covered by an option until the date of the issuance of a stock certificate(s) for the shares for which the option has been exercised. No adjustments shall be made for dividends or distributions or other rights for which the record date is prior to the date such stock certificate(s) are issued, except as provided in Section 10. Nothing in this Plan or in any option agreement shall confer upon any optionee any rights to continue in the employ of the Corporation or shall affect the Corporation's ability to terminate the optionee's employment at any time. 8. Expiration of Option. -------------------- (a) Each option granted under the Plan shall expire on the earlier of (i) the date set forth in the Option Agreement for such optionee; (ii) no later than twenty (20) years from the date the option is granted, provided that any incentive stock option must terminate within ten (10) years from the date the option is granted and provided that no incentive stock option granted to a 10% shareholder (as described in Section 5, above) shall be exercisable after the expiration of five (5) years from the date of grant; or (iii) in the case of an incentive stock option, three (3) months following the termination, for any reason other than death or disability, of the employment by the Corporation, or by its parent or subsidiary, of the employee to whom the option is granted. (b) Unless earlier terminated pursuant to this Section 8, each incentive stock option granted under the Plan, shall expire one (1) year following the termination on account of death or disability of the employment by or services for the Corporation, or by or for its parent or subsidiary, of the employee to whom the option is granted. In the event of the termination of employment by the Corporation of an optionee on account of his or her death or disability, the optionee shall for purposes of the foregoing requirement be considered to have completed the next full vesting period of employment with respect to the vesting period in which his or her death or disability occurs. 9. Definition of Fair Market Value. For the purposes of this Plan, ------------------------------- "fair market value" shall mean either the exercise price per share established in the discretion of the Board of Directors or, so long as the Corporation's stock is publicly traded, the closing price per share of Common Stock of the Corporation on the last trading day preceding the date of grant. 10. Stock Splits, Dissolutions, Mergers, Etc. ----------------------------------------- (a) In case of any stock split, stock dividend or similar transaction which increases or decreases the number of outstanding shares of the Corporation's Common Stock, appropriate adjustment will be made to both the number of shares which may be purchased under the Plan and the number and exercise price per share of Common Stock which may be purchased under any outstanding options. (b) In the event of the proposed dissolution or liquidation of the Company, all options will be deemed terminated immediately prior to the consummation of such proposed action, unless otherwise provided by the Board. The Board may, in the exercise of its sole discretion in such instances, give each Optionee the right to exercise his option prior to the consummation of such action as to all or any part of the Common Stock subject to such option, including shares as to which the option would not otherwise be exercisable. (c) In the case of any merger, sale of all or substantially all of the assets of the Corporation of other transaction which results in the replacement of the Corporation's Common Stock with the stock of another corporation, the Board may provide for the expiration of any option, for the acceleration of the exercise date of any option to the day immediately preceding the closing day of such event, or for the assumption or replacement of any options with comparable options to purchase the stock of such other corporation. 11. Effective Date. The Plan shall take effect upon August 15, 1996. -------------- If the Plan is not approved and ratified by the shareholders of the Corporation within twelve (12) months of such date, all incentive stock options issued under the Plan shall be disqualified as incentive stock options and shall thereafter be non-qualified stock options, and any incentive or non-qualified stock option granted to an officer or director of the Corporation shall lapse and be cancelled. ADOPTED: August 8, 1996 EX-5.1 3 OPINION OF IRELAND STAPLETON PRYOR PASCOE P.C. Exhibit 5.1 May 14, 1999 BI Incorporated 6400 Lookout Road Boulder, Colorado 80301 Ladies and Gentlemen: We are counsel to BI Incorporated, a Colorado corporation (the "Company"), and in such capacity have examined the Company's Registration Statement on Form S-8 (the "Registration Statement"), being filed with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of the offering of a maximum of 400,000 shares (the "Shares") of the Company's Common Stock, to be issued pursuant to the Company's 1996 Stock Option Plan (the "Plan"). We are familiar with the proceedings undertaken by the Company in connection with the authorization, reservation and registration of the Shares. Additionally, we have examined such questions of law and fact as we have considered necessary or appropriate for purposes of this opinion. Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance, delivery and payment therefor as contemplated by the Plan, will be validly issued, fully paid and nonassessable. We hereby consent to your filing this opinion as an exhibit to the Registration Statement. Very truly yours, IRELAND, STAPLETON, PRYOR & PASCOE, P.C. By: /s/ John G. Lewis ----------------------------------- John G. Lewis, Vice President EX-23.1 4 CONSENT OF PRICEWATERHOUSCOOPERS LLP Exhibit 23.1 Consent of Independent Accountants We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated August 14, 1998, which appears on page F-1 of the BI Incorporated Annual Report on Form 10-K for the year ended June 30, 1998. /s/ PRICEWATERHOUSECOOPERS LLP Broomfield, Colorado May 17, 1999 -----END PRIVACY-ENHANCED MESSAGE-----