-----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, WQ3nJnaqAnzornyDndnyX8sHNrMeYfoiG2KUBWAip57MVG3X8g+SVve7uTd90yNY V8NcjCU/PncJlke0ynNR4Q== 0000950129-96-001677.txt : 19960807 0000950129-96-001677.hdr.sgml : 19960807 ACCESSION NUMBER: 0000950129-96-001677 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19960806 EFFECTIVENESS DATE: 19960825 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIGICON INC CENTRAL INDEX KEY: 0000028866 STANDARD INDUSTRIAL CLASSIFICATION: OIL AND GAS FIELD EXPLORATION SERVICES [1382] IRS NUMBER: 760343152 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-09679 FILM NUMBER: 96604642 BUSINESS ADDRESS: STREET 1: 3701 KIRBY DR STREET 2: STE 112 CITY: HOUSTON STATE: TX ZIP: 77098 BUSINESS PHONE: 7135265611 MAIL ADDRESS: STREET 1: 3701 KIRBY DRIVE SUITE 112 CITY: HOUSTON STATE: TX ZIP: 77098 S-8 1 DIGICON INC. 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 6, 1996. REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DIGICON INC. (Exact name of registrant as specified in its charter) DELAWARE 76-0343152 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number)
3701 KIRBY DRIVE, SUITE 112 HOUSTON, TEXAS 77098 (713) 526-5611 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) --------------------- DIGICON INC. 1992 AMENDED AND RESTATED EMPLOYEE NONQUALIFIED STOCK OPTION PLAN DIGICON INC. 1992 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN (Full Title of Plans) --------------------- RICHARD W. MCNAIRY 3701 KIRBY DRIVE, SUITE 112 HOUSTON, TEXAS 77098 (713) 526-5611 (Name, address, including zip code, and telephone number, including area code, of agent for service) With copies to: T. WILLIAM PORTER PORTER & HEDGES, L.L.P. 700 LOUISIANA, SUITE 3500 HOUSTON, TEXAS 77002 (713) 226-0600 --------------------- CALCULATION OF REGISTRATION FEE ================================================================================================ PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) FEE - ------------------------------------------------------------------------------------------------ Common Stock, par value $.01 per share........................... 1,358,333 $12.1875 $16,554, 683.43 $5,708.51 ================================================================================================
(1) Pursuant to Rule 416(a), also registered hereunder is an indeterminate number of shares of Common Stock issuable as a result of the anti-dilution provisions of the Plans. (2) Pursuant to Rule 457(c), the registration fee is calculated on the basis of the average of the high and low sale prices for the Common Stock on the American Stock Exchange on August 1, 1996, which was $12.1875. Pursuant to Rule 457(h), the registration fee is calculated with respect to the maximum number of the registrant's securities issuable under the Plans. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The contents of the following documents filed by Digicon Inc., a Delaware corporation (the "Company"), with the Securities and Exchange Commission (the "Commission") are incorporated into this registration statement (this "Registration Statement") by reference: (a) the Company's Annual Report on Form 10-K for the year ended July 31, 1995, as amended by Form 10-K/A filed July 14, 1996, and as amended by Form 10-K/A2 filed July 19, 1996; (b) the Company's Quarterly Reports on Form 10-Q for the quarters ended October 31, 1995, January 31, 1996, and April 30, 1996; (c) the Company's Current Reports on Form 8-K dated March 19, 1996, and May 17, 1996; and (d) the description of the Company's common stock, par value $.01 per share (the "Common Stock"), set forth under the caption "Registrant's Securities to be Registered" in the Company's registration statement on Form 8-A, dated June 26, 1991, and all amendments and reports filed thereafter for the purpose of updating such description. All documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") subsequent to the filing date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing such documents. The Company will provide, without charge, each participant in the Company's Amended and Restated 1992 Employee Nonqualified Stock Option Plan and 1992 Stock Option Plan for Non-Employee Directors, on written or oral request of such person, a copy (without exhibits, unless such exhibits are specifically incorporated by reference) of any or all of the documents incorporated by reference pursuant to this Item 3. ITEM 4. DESCRIPTION OF SECURITIES. The Company has only one class of stock outstanding, Common Stock, par value $.01 per share. At July 18, 1996, of the 20,000,000 authorized shares of Common Stock, there were 11,332,352 shares outstanding. Each share of Common Stock has one vote on all matters presented to the stockholders. Subject to the rights and preferences of any preferred stock, par value $.01 per share, which may be designated and issued, the holders of Common Stock are entitled to receive dividends, if and when declared by the board of directors, and are entitled on liquidation to all assets remaining after the payment of liabilities. The Common Stock has no preemptive or other subscription rights. Outstanding shares of Common Stock are, and the shares of Common Stock offered hereby when issued and paid for will be, fully paid and nonassessable. Since the Common Stock does not have cumulative voting rights, and holders of more than 50% of the shares may, if they choose to do so, elect all of the directors and, in that event, the holders of the remaining shares will not be able to elect any directors. ChaseMellon Shareholder Services, L.L.C., Dallas, Texas, is the transfer agent and registrar for the Common Stock. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the General Corporation Law of the State of Delaware permits a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed II-1 3 action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action. In a suit brought to obtain a judgment in the corporation's favor, whether by the corporation itself or derivatively by a stockholder, the corporation may only indemnify for expenses (including attorneys' fees), actually and reasonably incurred in connection with the defense or settlement of the case, and the corporation may not indemnify for amounts paid in satisfaction of a judgment or in settlement of the claim. In any such action, no indemnification may be paid in respect of any claim, issue or matter as to which such persons shall have been adjudged liable to the corporation except as otherwise approved by the Delaware Court of Chancery or the court in which the claim was brought. In any other type of proceeding, the indemnification may extend to judgments, fines and amounts paid in settlement, actually and reasonably incurred in connection with such other proceeding, as well as to expenses (including attorneys' fees). The statute does not permit indemnification unless the person seeking indemnification has acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation and, in the case of criminal actions or proceedings, the person had no reasonable cause to believe his conduct was unlawful. There are additional limitations applicable to criminal actions and to actions brought by or in the name of the corporation. The determination as to whether a person seeking indemnification has met the required standard of conduct is to be made (i) by a majority vote of a quorum of disinterested members of the board of directors, or (ii) by independent legal counsel in a written opinion, if such a quorum does not exist or if the disinterested directors so direct, or (iii) by the stockholders. The certificate of incorporation and bylaws of the Company require the Company to indemnify the Company's directors and officers to the fullest extent permitted under Delaware law, and to implement provisions pursuant to contractual indemnity agreements the Company has entered into with its directors and executive officers. The Company's Certificate of Incorporation limits the personal liability of a director to the corporation or its stockholders to damages for breach of the director's fiduciary duty. The Company has purchased insurance on behalf of its directors and officers against certain liabilities that may be asserted against, or incurred by, such persons in their capacities as directors or officers of the registrant, or that may arise out of their status as directors or officers of the registrant, including liabilities under the federal and state securities laws. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS.
EXHIBIT DESCRIPTION - -------------------- ------------------------------------------------------------------------ *4.1 -- Specimen certificate for shares of the Company's common stock, par value $.01 per share. *4.2 -- Digicon Inc. Amended and Restated 1992 Employee Nonqualified Stock Option Plan. *4.3 -- Digicon Inc. 1992 Non-Employee Director Stock Option Plan. *5.1 -- Opinion of Porter & Hedges, L.L.P. *23.1 -- Consent of Deloitte & Touche LLP *23.2 -- Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1 opinion). *24.1 -- Power of Attorney (included on the signature page hereto).
- --------------- * Filed herewith II-2 4 ITEM 9. UNDERTAKINGS. A. Undertaking to Update 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 of 1933, as amended (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 thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; (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 (A)(1)(i) and (A)(1)(ii) do 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 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. Undertaking With Respect to Documents Incorporated by Reference The undersigned registrant hereby undertakes 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 therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. C. Undertaking with Respect to Delivery of Documents (1) The undersigned registrant hereby undertakes to deliver or cause to be delivered with the documents constituting the prospectus, to each participant to whom such prospectus is sent or given, a copy of the registrant's annual report to stockholders for its last fiscal year, unless such participant otherwise has received a copy of such report in which case the registrant shall state in such prospectus that it will promptly furnish, without charge, a copy of such report on written request of the participant. (2) The undersigned registrant hereby undertakes to transmit or cause to be transmitted to all participants who do not otherwise receive such material as stockholders of the registrant, at the time and in the manner such material is sent to its stockholders, copies of all reports, proxy statements and other communications distributed to its stockholders generally. D. Undertaking With Respect to Indemnification 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 II-3 5 as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, 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. II-4 6 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Stephen J. Ludlow and Richard W. McNairy, and each of them, either of whom may act without joinder of the other, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of either of them, may lawfully do or cause to be done by virtue hereof. SIGNATURES Pursuant to the requirements of the Securities Act, 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 Houston, State of Texas, on August 6, 1996. DIGICON INC. By: /s/ STEPHEN J. LUDLOW ---------------------------------- Stephen J. Ludlow, President and Chief Executive Officer Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the indicated capacities and on the 6th day of August, 1996.
SIGNATURE TITLE - --------------------------------------------- -------------------------------------------- /s/ DOUGLAS B. THOMPSON Director and Chairman of the Board - --------------------------------------------- Douglas B. Thompson /s/ STEPHEN J. LUDLOW Director, President and Chief Executive - --------------------------------------------- Officer Stephen J. Ludlow /s/ RICHARD W. McNAIRY Chief Financial Officer - --------------------------------------------- Richard W. McNairy /s/ CHARLES H. ACKERMAN Principal Accounting Officer - --------------------------------------------- Charles H. Ackerman /s/ GEORGE F. BAKER Director - --------------------------------------------- George F. Baker /s/ CLAYTON P. CORMIER Director - --------------------------------------------- Clayton P. Cormier /s/ STEVEN J. GILBERT Director - --------------------------------------------- Steven J. Gilbert /s/ JACK C. THREET Director - --------------------------------------------- Jack C. Threet
II-5 7 INDEX TO EXHIBITS
EXHIBIT DESCRIPTION - -------------------- ------------------------------------------------------------------------ *4.1 -- Specimen certificate for shares of the Company's common stock, par value $.01 per share. *4.2 -- Digicon Inc. Amended and Restated 1992 Employee Nonqualified Stock Option Plan. *4.3 -- Digicon Inc. 1992 Stock Option Plan for Non-Employee Directors. *5.1 -- Opinion of Porter & Hedges, L.L.P. *23.1 -- Consent of Deloitte & Touche LLP *23.2 -- Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1 opinion). *24.1 -- Power of Attorney (included on the signature page hereto).
- --------------- * Filed herewith EX-4.1 2 SPECIMEN CERTIFICATE FOR SHARES OF COMMON STOCK 1 Exhibit 4.1
Number Shares DC INCORPORATED UNDER THE LAWS [DIGICON LOGO] THIS CERTIFICATE IS TRANSFERABLE IN OF THE STATE OF DELAWARE NEW YORK, N.Y. OR DALLAS, TX. DIGICON INC. COMMON STOCK CUSIP 253804 30 6 THIS CERTIFIES THAT SEE REVERSE FOR CERTAIN DEFINITIONS AND RESTRICTIONS ON TRANSFER is the owner of FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK OF THE PAR VALUE OF $.01 EACH OF DIGICON INC. transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby are issued and shall be subject to all the provisions of the Certificate of Incorporation of the Corporation (copies of which are on file with each Transfer Agent and Registrar), as now or hereafter amended, to all of which the holder hereof by acceptance hereof assents. This Certificate is not valid unless countersigned and registered by a Transfer Agent and Registrar. WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. Dated: /s/ ALLAN C. POGACH [DIGICON INC. SEAL] /s/ STEVEN J. LUDLOW Secretary President
************************************************* * Countersigned and Registered: * * CHEMICAL SHAREHOLDER SERVICES GROUP, INC. * * Transfer Agent * * and Registrar * * * * By: * * * * * * * * * * Authorized Signature * ************************************************* 2 The Corporation will furnish without charge to each stockholder who so requests the designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Corporation, and the qualifications, limitations, or restrictions of such preferences and/or rights. Such request may be made to the Corporation or any Transfer Agent and Registrar. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian TEN ENT - as tenants by the entireties ------- -------- JT TEN - as joint tenants with right of survivorship (Cust) (Minor) and not as tenants in common under Uniform Gifts to Minors Act ------------ (State) Additional abbreviations may also be used though not in the above list. For Value Received, the undersigned hereby sells, assigns and transfers unto Please Insert Social Security or Other Identifying Number of Assignee [ ] - -------------------------------------------------------------------------------------------------------------------- (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) - -------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------- Shares of the stock represented by the within certificate, and do hereby irrevocably constitute and appoint - ------------------------------------------------------------------------------------------------------------ Attorney to transfer the same on the books of the within named Corporation with full power of substitution in the premises. Dated ----------------------------------------- X ----------------------------------------------------------- (SIGNATURE) NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN X EVERY PARTICULAR ----------------------------------------------------------- WITHOUT ALTERATION (SIGNATURE) OR ENLARGEMENT OR ANY CHANGE WHATEVER. ----------------------------------------------------------- THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15. ----------------------------------------------------------- SIGNATURE(S) GUARANTEED BY: -----------------------------------------------------------
EX-4.2 3 AMENDED 1992 EMPLOYEE NONQUALIFIED STOCK OP. PLAN 1 EXHIBIT 4.2 DIGICON INC. AMENDED AND RESTATED 1992 EMPLOYEE NONQUALIFIED STOCK OPTION PLAN 1. PURPOSE. The purpose of this 1992 Employee Nonqualified Stock Option Plan (the "Plan") of Digicon Inc. (the "Company") is to provide officers and other key employees with a continuing proprietary interest in the Company. The Plan is intended to advance the interests of the Company by enabling it (i) to increase the interest in the Company's welfare of those members of management who share the primary responsibility for the management, growth, and protection of the business of the Company, (ii) to furnish an incentive to such persons to continue their services to the Company, (iii) to provide a means through which the Company may continue to induce able management personnel to enter its employ, and (iv) to provide a means through which the Company may effectively compete with other organizations offering similar incentive benefits in obtaining and retaining the services of competent management personnel. 2. STOCK SUBJECT TO THE PLAN. The Company may grant from time to time options to purchase shares of the Company's authorized but unissued common stock, par value $.01 per share, or treasury shares of the common stock. Subject to adjustment as provided in Section 11 hereof, the aggregate number of shares which may be issued or covered by options pursuant to the Plan is 1,158,333 shares, as adjusted for the one for three reverse stock split effective January 17, 1995. Shares of common stock applicable to options which have expired unexercised or terminated for any reason may again be subject to an option or options under the Plan. 3. ADMINISTRATION. (a) The Plan shall be administered by the Compensation Committee of the Company's board of directors (the "Committee"). The board of directors may, from time to time, remove members from or add members to the Committee. Vacancies in the Committee, however caused, shall be filled by the board of directors. No member of the Committee shall be eligible to receive options under the Plan. The Committee shall select one of its members chairman and shall hold meetings at such times and places as it may determine. The Committee may appoint a secretary and, subject to the provisions of the Plan and to policies determined by the board of directors, may make such rules and regulations for the conduct of its business as it shall deem advisable. A majority of the Committee shall constitute a quorum. All action of the Committee shall be taken by a majority of its members. Any action may be taken by a written instrument signed by a majority of the members, and action so taken shall be fully as effective as if it had been taken by a vote of the majority of the members at a meeting duly called and held. (b) Subject to the express terms and conditions of the Plan, the Committee shall have full power to construe or interpret the Plan, to prescribe, amend, and rescind rules and regulations relating to it and to make all other determinations necessary or advisable for its administration. 2 (c) Subject to the provisions of Sections 4 and 5 hereof, the Committee may, from time to time, determine which employees of the Company or subsidiary corporations shall be granted options under the Plan, the number of shares subject to each option, and the time or times at which options shall be granted. (d) The Committee shall report to the board of directors the names of employees granted options, and the number of option shares subject to, and the terms and conditions of, each option. (e) No member of the board of directors or of the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any option. 4. ELIGIBILITY. Only full-time salaried officers and other key personnel of the Company and of its majority-owned subsidiaries shall be eligible to participate in the Plan. In determining the employees to whom options shall be granted and the number of shares to be covered by each option, the Committee may take into account the nature of the services rendered by the respective employees, their present and potential contributions to the success of the Company, and such other factors as the Committee in its discretion shall deem relevant. The Company shall effect the granting of options under the Plan in accordance with the determination made by the Committee. 5. PRICE OF OPTIONS. The option price per share shall be not less than the lesser of (i) fair market value of the common stock on the date the option is granted or (ii) the average fair market value for the common stock during the thirty trading days ending on the trading day next preceding the date the option is granted. Fair market value on any day shall be deemed to be the last reported sale price of the common stock on the principal stock exchange on which the Company's common stock is traded on that date. If no trading occurred on such date, or, if at the time the common stock shall not be listed for trading, fair market value shall be deemed to be the mean between the quoted bid and asked prices for the common stock on such exchange or in the over-the-counter market, as the case may be, on that date. 6. TERM OF OPTION. No option shall be exercisable after the expiration of ten years from the date the option is granted. 7. EXERCISE OF OPTIONS. (a) General. Except as provided below, each option may be exercised at such times and in such amounts as the Committee in its discretion may provide. No option may be exercised prior to six months from the date of grant. (b) Manner of Exercising Options. Shares of common stock purchased under options shall at the time of purchase be paid for in full. To the extent that the right to purchase shares has -2- 3 accrued hereunder, options may be exercised from time to time by written notice to the Company stating the full number of shares with respect to which the option is being exercised, and the time of delivery thereof, which shall be at least 15 days after the giving of such notice unless an earlier date shall have been mutually agreed upon. At such time, the Company shall, without transfer or issue tax to the optionee (or other person entitled to exercise the option) deliver to the optionee (or to such other person) at the principal office of the Company, or such other place as shall be mutually acceptable, a certificate or certificates for such shares against prior payment of the option price in full on the date of notice of exercise for the number of shares to be delivered by certified or official bank check or the equivalent thereof acceptable to the Company; provided, however, that the time of such issuance and delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any requirements of law, the listing requirements of the American Stock Exchange or any other exchange on which the common stock may then be listed. If the optionee (or other person entitled to exercise the option) fails to pay for all or any part of the number of shares specified in such notice or to accept delivery of such shares upon tender of delivery thereof, the right to exercise the option with respect to such undelivered shares shall be terminated. 8. NON-ASSIGNABILITY OF OPTION RIGHTS. No option granted under the Plan shall be assignable or transferable otherwise than by will or by the laws of descent and distribution. During the lifetime of an optionee, the option shall be exercisable only by him. 9. TERMINATION OF EMPLOYMENT. Except as otherwise provided in this paragraph, options shall terminate 90 days following the termination of the optionee's employment with the Company for any reason, but shall be exercisable following termination only to the extent that the option had become vested on the termination date. In the event that the optionee retires from the Company (at or after normal retirement age) the optionee shall have the right, subject to the provisions of Section 6, to exercise his option at any time within one year after such termination, to the extent that such option had become vested on the termination date. If, however, the optionee shall die in the employment of the Company, then for the lesser of the maximum period during which such option might have been exercisable or one year after the date of death, his estate, personal representative, or beneficiary shall have the same right to exercise the option of such employee as he would have had if he had survived and remained in the employment of the Company. For purposes of this Section 9, employment by any majority-owned subsidiary corporation of the Company shall be deemed employment by the Company. In the discretion of the Committee, a leave of absence approved in writing by the board of directors of the Company shall not be deemed a termination of employment; however, no option may be exercised during such leave of absence. -3- 4 10. CHANGE OF CONTROL. If, at any time, a person, entity or group (including, in each case, all other persons, entities or groups controlling, controlled by, or under common control with or acting in concert or concurrently with, such person, entity or group) shall hold, purchase or acquire beneficial ownership (including, without limitation, power to vote) of 50% or more of the then outstanding shares of the Company's common stock, then any portion of the Options which have not yet become exercisable shall thereupon become immediately exercisable, and, except with respect to the limitations set forth in paragraph 6 hereof, the limitations set forth above as to the earliest date at which an option may be exercised shall thereupon become null and void and of no further effect whatsoever. 11. ADJUSTMENT OF OPTIONS ON RECAPITALIZATION OR REORGANIZATION. The aggregate number of shares of common stock on which options may be granted to persons participating under the Plan, the aggregate number of shares of common stock on which options may be granted to any one such person, the number of shares thereof covered by each outstanding option, and the price per share thereof in each such option, shall be proportionately adjusted for any increase or decrease in the number of issued shares of common stock of the Company resulting from the subdivision or combination of shares or other capital adjustments, or the payment of a stock dividend after the effective date of this Plan, or other increase or decrease in such shares effected without receipt of consideration by the Company; provided, however, that no adjustment shall be made unless the aggregate effect of all such increases and decreases occurring in any one fiscal year after the effective date of this Plan will increase or decrease the number of issued shares of common stock of the Company by 5% or more; and, provided, further, that any options to purchase fractional shares resulting from any such adjustment shall be eliminated. Subject to any required action by the stockholders, if the Company shall be the surviving or resulting corporation in any merger or consolidation, any option granted hereunder shall pertain to and apply to the securities to which a holder of the number of shares of common stock subject to option would have been entitled had such option been exercised immediately preceding such merger or consolidation; but a dissolution or liquidation of the Company, or a merger or consolidation in which the Company is not the surviving or resulting corporation, shall cause every option outstanding hereunder to terminate, except that the surviving or resulting corporation may, in its absolute and uncontrolled discretion, tender an option or options to purchase its shares on its terms and conditions, both as to the number of shares and otherwise. Adjustments under this Section shall be made by the Committee, whose determination as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. 12. AGREEMENTS BY OPTIONEE. Each individual optionee shall agree: (a) if requested by the Company, at the time of exercise of any option, to execute an agreement stating that he is purchasing the shares subject to option for investment purposes and not with a view to the resale or distribution thereof; -4- 5 (b) to authorize the Company to withhold from his gross pay any tax which it believes is required to be withheld with respect to any benefit under the Plan, and to hold as security for the amount to be withheld any property otherwise distributable to the optionee under the Plan until the amounts required to be withheld have been so withheld. 13. RIGHTS AS A SHAREHOLDER. The optionee shall have no rights as a stockholder with respect to any shares of common stock of the Company held under option until the date of issuance of the stock certificates to him for such shares. 14. EFFECTIVE DATE. The plan shall be effective as of September 1, 1992, if within one year of that date it shall have been approved by the holders of a majority of the shares of outstanding capital stock present at a duly called meeting of the Company's stockholders at which a quorum is present. 15. AMENDMENTS. (a) The board of directors may, from time to time, alter, suspend or terminate the Plan, or alter or amend any and all option agreements granted thereunder but only for one or more of the following purposes: (1) to modify the administrative provisions of the Plan or options; or (2) to make any other amendment which does not materially alter the intent or benefits of the Plan. (b) It is expressly provided that no such action of the board of directors may, without the approval of the stockholders, alter the provisions of the Plan or option agreements granted thereunder so as to: (1) increase the maximum number of shares as to which options may be granted under the Plan either to all persons participating in the Plan or to any one such person; (2) decrease the option price applicable to any options granted under the Plan, provided, however, that the provisions of this clause (2) shall not prevent the granting, to any person holding an option under the Plan, of additional options under the Plan exercisable at a lower option price; or (3) alter any outstanding option agreement to the detriment of the optionee, without his consent. -5- 6 16. EMPLOYMENT OBLIGATION. The granting of any option under this Plan shall not impose upon the Company any obligation whatsoever to employ or to continue to employ any optionee, and the right of the Company to terminate the employment of any officer or other employee shall not be diminished or affected by reason of the fact that an option has been granted to him under the Plan. -6- EX-4.3 4 1992 STOCK OPTION PLAN FOR NON-EMP. DIRECTORS 1 EXHIBIT 4.3 DIGICON INC. 1992 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN 1. Purpose of the Plan. The purpose of the Digicon Inc. 1992 Non-Employee Director Stock Option Plan ("Plan") is to attract the services of experienced and knowledgeable non-employee directors and provide an opportunity for ownership by such non-employee directors of the common stock, $.01 par value ("Common Stock"), of Digicon Inc., a Delaware corporation ("Company"). 2. Administration of the Plan. The Plan shall be administered by the Board of Directors of the Company or any committee duly appointed thereby ("Board"). Subject to the terms of the Plan, the Board shall have the power to interpret the provisions and supervise the administration of the Plan. All decisions made by the Board pursuant to the provisions of the Plan shall be made by a majority of its members at a duly held regular or special meeting or by written consent in lieu of any such meeting. 3. Stock Reserved for the Plan. The maximum number of shares of Common Stock which may at any time be subject to outstanding options issued under the Plan is 600,000. The Company shall reserve for issuance pursuant to the Plan such number of shares of Common Stock as may from time to time be subject to options granted pursuant to the Plan. Should any option expire or be canceled prior to its exercise in full, the shares theretofore subject to such option may again be made subject to an option under the Plan. 4. Grant of Options. Each director of the Company who is not otherwise an employee of the Company or any of the Company's subsidiaries (as defined in Section 425(f) of the Internal Revenue Code of 1986, as amended) (hereinafter referred to as an "Eligible Director") and who is a member of the Board after October 31, 1992 (the "Effective Date") shall be granted on each Date of Grant (as defined below) (provided that on such Date of Grant such Eligible Director is a member of the Board) one option to acquire 10,000 shares of Common Stock (the "Option"). No more than five Options shall be granted to each Eligible Director. The exercise price per share of Common Stock of the Option granted to an Eligible Director shall be the Fair Market Value of the Common Stock on the Date of Grant. For the purposes of this paragraph 4, the following terms shall have the following meanings: (x) "Date of Grant" means December 31 of each year after the Effective Date on which an Eligible Director is a member of the Board. (y) "Fair Market Value" of a share of Common Stock on any date shall be (i) the average of the closing sales price on the 30 preceding trading days of a share of Common Stock as reported on the principal securities exchange on which shares of the Common Stock have been listed or admitted to trading or (ii) if not so reported, the average of the average closing bid and asked prices for a share of Common Stock on the 30 preceding trading days as quoted on the National Association of Securities Dealers Automated 2 Quotation System ("NASDAQ") or (iii) if not quoted on the NASDAQ, the average of the average closing bid and asked prices for a share of Common Stock on the 30 preceding trading days as quoted by the National Quotation Bureau's "Pink Sheets" or the National Association of Securities Dealers' OTC Bulletin Board System. If the price of a share of Common Stock shall not be so reported, the Fair Market Value of a share of Common Stock shall be determined by the Board in its absolute discretion. 5. Option Agreement. Each Option granted under the Plan shall be evidenced by an agreement, in a form approved by the Board, which shall be subject to the terms and conditions of the Plan. Any agreement may contain such other terms, provisions and conditions as may be determined by the Board and that are not inconsistent with the Plan. 6. Term of Options. Each Option granted will be exercisable as to 100% of the shares of Common Stock covered by such Option at any time after the later of (a) six months following the Date of Grant or (b) the first anniversary of the Eligible Director's service on the Board; provided, however, that no Option shall be exercisable after the expiration of six years from the Date of Grant; and, provided further, that each Option shall be subject to earlier termination, expiration or cancellation as provided in the Plan. Notwithstanding any other provision to the contrary contained herein, no Option shall be exercisable prior to the expiration of six months from the Date of Grant of such Option. 7. Procedure for Exercise. Options shall be exercised by written notice to the Company setting forth the number of shares of Common Stock with respect to which the Option is to be exercised and specifying the address to which the certificates for such shares are to be mailed. Such notice shall be accompanied by cash or certified check, bank draft, or postal or express money order payable to the order of the Company in an amount equal to the product obtained by multiplying the Option exercise price times the number of shares of the Common Stock with respect to which the Option is then being exercised. As promptly as practicable after receipt of such written notification and payment, the Company shall deliver to the optionee a certificate or certificates for the number of shares with respect to which such Option has been so exercised, issued in the optionee's name; provided, however, that such delivery shall be deemed effected for all purposes when a stock transfer agent of the Company shall have deposited such certificates in the United States mail, addressed to the optionee, at the address specified pursuant to this paragraph 7. 8. Assignability. An Option shall not be assignable or otherwise transferable except by will, by the laws of descent and distribution or pursuant to a qualified domestic relations order ("QDRO") as defined by the Internal Revenue Code of 1986, as amended, and the rules and regulations in effect from time to time thereunder and Title I of the Employee Retirement Income Security Act, as amended, and the rules and regulations in effect from time to time thereunder. Each Option shall be exercised during the optionee's lifetime only by the optionee. 9. Effect of Termination. -2- 3 (i) In the event of the death of an optionee, the Options granted to him may be exercised (to the extent he would have been entitled to do so at the date of his death) at any time and from time to time prior to its expiration by the executor or administrator of his estate or by the person or persons to whom his rights under the Options shall pass by will or the laws of descent and distribution, but in no event may the Option be exercised after its expiration. (ii) If an optionee ceases to be a director of the Company, the Options granted to him may be exercised (to the extent he would have been entitled to do so at the date that he ceases to be a director) at any time and from time to time thereafter prior to the expiration of the Option. (iii) No transfer of an Option by an optionee by will or by the laws of descent and distribution or pursuant to a QDRO shall be effective to bind the Company unless the Company shall have been furnished with written notice of the same and an authenticated copy of the will, the QDRO and such other evidence as the Board may deem necessary to establish the validity of the transfer and the acceptance of the transferee or transferees of the terms and conditions of such Option and the terms and provisions of the Plan. 10. No Rights as Stockholder. No optionee shall have any rights as a stockholder with respect to shares covered by an Option until the date of issuance of a stock certificate or certificates for such shares of Common Stock. 11. Extraordinary Corporate Transactions. New options may be substituted for the Options granted under the Plan, or the Company's duties as to Options outstanding under the Plan may be assumed, by a corporation other than the Company, or by a parent or subsidiary of the Company, or such corporation, in connection with any merger, consolidation, acquisition, separation, reorganization, liquidation or like occurrence in which the Company is involved. Notwithstanding the foregoing or the provisions of paragraph 15 hereof, in the event such corporation, or parent or subsidiary of the Company or such corporation, does not substitute new Options for, and substantially equivalent to, the Options granted hereunder, or assume the Options granted hereunder, the Options granted hereunder shall be canceled, immediately prior to the effective date of such event, and, in full consideration of such cancellation, and the optionee to whom the Option was granted shall be paid an amount in cash equal to the excess of (i) the value, as determined by the Board in its absolute discretion, of the property (including cash) received by the holder of a share of Common Stock as a result of such event less (ii) the exercise price of the Option. 12. Change of Control. If, at any time, a person, entity or group (including, in each case, all other persons, entities or groups controlling, controlled by, or under common control with or acting in concert or concurrently with, such person, entity or group) shall hold, purchase or acquire beneficial ownership (including without limitation power to vote) of 50% or more of the then outstanding shares of the Company's Common Stock, then any portion of the Options which have not yet become exercisable shall thereupon become immediately exercisable, and, except with respect to the limitations set forth in paragraph 6 hereof, the limitations set forth above as to the earliest date at which an option may be exercised shall thereupon become null and void and of no further effect whatsoever. -3- 4 13. Investment Representation. Each option agreement shall contain an agreement that, upon demand by the Board for such a representation, the optionee (or any person acting under paragraph (9(i)) shall deliver to the Company at the time of any exercise of an option a written representation that the shares to be acquired upon such exercise are to be acquired for investment and not for resale or with a view to the distribution thereof or such other representation as the Board deems advisable. Upon such demand, delivery of such representation, prior to the delivery of any shares issued upon exercise of an Option and prior to the expiration of the option period, shall be a condition precedent to the right of the optionee or such other person to purchase any shares. 14. Amendments or Termination. The Board may amend, alter or discontinue the Plan; provided, however, that, without the approval of the Company's stockholders, no amendment shall (i) increase the number of shares subject to the Plan; (ii) modify the requirements as to eligibility for participation in the Plan; or (iii) modify the number or time at which Options may be granted. 15. Changes in Company's Capital Structure. The existence of outstanding Options shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business, or any merger or consolidation of the Company, or any issuance of Common Stock or any bonds, debentures, preferred or prior preference stock ahead of or affecting the Common Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any reorganization or other corporate act or proceeding, whether of a similar character or otherwise; provided, however, that if the outstanding shares of Common Stock of the Company shall at any time be changed or exchanged by declaration of a stock dividend, stock split, combination of shares, or recapitalization, the number and kind of shares then subject to any outstanding Option shall be appropriately and equitably adjusted so as to maintain the proportionate number of shares without changing the aggregate option price of any outstanding Option. 16. Compliance with Other Laws and Regulations. The Plan, the grant and exercise of Options thereunder, and the obligation of the Company to sell and deliver shares under such Options, shall be subject to all applicable federal and state laws, rules and regulations and to such approvals by any governmental or regulatory agency or national securities exchange as may be required. The Company shall not be required to issue or deliver any certificates for shares of Common Stock prior to the completion of any registration or qualification of such shares under any federal or state law, or any ruling or regulation of any government body or national securities exchange which the Company shall, in its sole discretion, determine to be necessary or advisable. 17. Effective Date and Term of the Plan. The Plan was adopted by the Board of Directors on October 29, 1992, subject to the approval by the stockholders of the Company at its annual meeting on December 17, 1992, and in accordance with applicable law, and the requirements of Rule 16b-3 promulgated under Section 16(b) of the Exchange Act. No Option may be exercised prior to the receipt of such approval. -4- EX-5.1 5 OPINION OF PORTER & HEDGES, L.L.P. 1 EXHIBIT 5.1 August 6, 1996 Digicon Inc. 3701 Kirby Drive, Suite 112 Houston, Texas 77098 Re: Digicon Inc. Registration Statement on Form S-8; Amended and Restated 1992 Employee Nonqualified Stock Option Plan and 1992 Non-Employee Director Stock Option Plan Gentlemen: We have acted as counsel to Digicon Inc., a Delaware corporation ("Company"), in connection with the preparation for filing with the Securities and Exchange Commission of a Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended. The Registration Statement relates to an aggregate of 1,358,333 shares (the "Shares") of the Company's common stock, par value $.01 per share (the "Common Stock"), issuable pursuant to the Company's Amended and Restated 1992 Employee Nonqualified Stock Option Plan and the Company's 1992 Non-Employee Director Stock Option Plan (the "Plans"). We have examined the Plans and such corporate records, documents, instruments and certificates of the Company, and have reviewed such questions of law as we have deemed necessary, relevant or appropriate to enable us to render the opinion expressed herein. In such examination, we have assumed without independent investigation the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all natural persons, and the conformity of any documents submitted to us as copies to their respective originals. As to certain questions of fact material to this opinion, we have relied without independent investigation upon statements or certificates of public officials and officers of the Company. Based upon examination and review, we are of the opinion that the Shares have been duly and validly authorized and will, upon issuance and delivery as contemplated by the Plans be validly issued, fully paid and nonassessable outstanding shares of the Common Stock. This Firm consents to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, PORTER & HEDGES, L.L.P. EX-23.1 6 CONSENT OF DELOITTE & TOUCHE, L.L.P. 1 Exhibit 23-1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement of Digicon, Inc. on Form S-8 of our report dated October 12, 1995 (July 15, 1996 as to Notes 10, 20 and 21) appearing in the Annual Report on Form 10-K of Digicon, Inc. for the year ended July 31, 1995, as amended by Form 10-K/A-2. DELOITTE & TOUCHE LLP Houston, Texas August 6, 1996 -----END PRIVACY-ENHANCED MESSAGE-----