-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, b2kokfo1gIvoDOSiinrdcYvUtQLk1sH2GDtm/dPpq5/hFfpPHur2D5nPB9Gz2xb/ MC9fBTSMvft1bO5ILqr62Q== 0000701288-95-000009.txt : 19950727 0000701288-95-000009.hdr.sgml : 19950727 ACCESSION NUMBER: 0000701288-95-000009 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19950726 EFFECTIVENESS DATE: 19950814 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALATENN RESOURCES INC CENTRAL INDEX KEY: 0000701288 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION & DISTRIBUTION [4923] IRS NUMBER: 630821819 STATE OF INCORPORATION: AL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-61309 FILM NUMBER: 95556048 BUSINESS ADDRESS: STREET 1: POST OFFICE 918 CITY: FLORENCE STATE: AL ZIP: 35631 BUSINESS PHONE: 2053833631 MAIL ADDRESS: STREET 1: P O BOX 918 CITY: FLORENCE STATE: AL ZIP: 35631 S-8 1 As filed with the Securities and Exchange Commission on July 26, 1995 Registration No. 33- SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ALATENN RESOURCES, INC. (Exact name of registrant as specified in its charter) Alabama 63-0821819 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) P. O. Box 918 Florence, Alabama 35631 (205) 383-3631 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) AlaTenn Resources, Inc. 1994 Key Employee Stock Incentive Plan (Full Title of the Plan) Jerry A. Howard P. O. Box 918 Florence, Alabama 35631 (205) 383-3631 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: B. G. Minisman, Jr., Esq. BERKOWITZ, LEFKOVITS, ISOM & KUSHNER A Professional Corporation 1600 SouthTrust Tower Birmingham, Alabama 35203 (205) 328-0480 CALCULATION OF REGISTRATION FEE Title of securities to be registered Common Shares, par value $.10 per share................. Amount to be registered 105,000 shares <1> Proposed maximum offering price per share <2> <2> Proposed maximum aggregate offering price <2> $1,935,069 Amount of registration fee $668 <1> Plus such indeterminate number of additional shares of common stock as may be issued as the result of adjustments required by certain antidilution provisions, in accordance with Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"). <2> Estimated solely for purposes of determining the registration fee pursuant to Rule 457 under the Securities Act. With respect to 32,800 common shares which are the subject of outstanding options, the registration fee has been calculated on the basis of the price at which such options may be exercised, which is $17.50 per share. With respect to 44,100 common shares which are the subject of outstanding options, the registration fee has been calculated on the basis of the price at which such options may be exercised, which is $18.00 per share. With respect to 1,000 common shares which have been issued as restricted shares and with respect to 27,100 common shares which are available for future options, the registration fee has been calculated on the basis of the average of the high and low prices reported on July 21, 1995 on Nasdaq, which price was $20.19 per share. PART II ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed by AlaTenn Resources, Inc. (the "Registrant") with the Securities and Exchange Commission (the "Commission") are incorporated in this Registration Statement by reference: (a) The Registrant's Annual Report on Form 10-K for the year ended December 31, 1994; (b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1995; (c) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") for periods since December 31, 1994; and (d) The description of the Common Stock contained in the Registrant's Registration Statement on Form 8-A filed with the Commission under the Exchange Act on February 15, 1990. All documents filed by the Registrant pursuant to Sections 13, 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement, and prior to the filing of a post-effective amendment 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 thereof from the date of filing of such documents. Any statement made in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which is also incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. TEM 4. DESCRIPTION OF SECURITIES (Not Applicable) ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL (Not Applicable) ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS (a) Ala. Code SS 10-2B-8.51 provides that a corporation may indemnify directors under certain conditions. However, indemnification is only permitted to the extent such director (i) acted in good faith; (ii) reasonably believed that, in the case of conduct in his official capacity with the corporation, such conduct was in its best interests, and in all other cases, such conduct was at least not opposed to its best interests; and (iii) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. (b) Article Eight of the Bylaws of the Registrant, as amended, provides as follows with respect to indemnification of the Registrant's directors and officers: ARTICLE EIGHT: INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS; LIABILITY INSURANCE 8.01. Action Against Party Because of Corporate Position. The Corporation shall indemnify any person who was, or is, a party, or is threatened to be made a party, to any threatened, pending or completed claim, action or proceeding, whether civil, criminal, administrative or investigative, including appeals, other than an action by or in the right of the Corporation, 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, partner, 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 or proceeding if he acted in good faith and in a matter he reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. 8.02. Action By or in the Right of the Corporation. The Corporation shall indemnify any person who was, or is, a party, or is threatened to be made party, to any threatened, pending or completed claim or action by, or in the right of, the Corporation to procure a judgment in its favor 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, partner, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the defense or settlement of such action if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless, and only to the extent that the court in which such action was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. 8.03. Reimbursement if Successful. To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action or proceeding referred to in Sections 8.01 and 8.02 above or in defense of any claim, issue or matter therein, he shall be indemnified against expenses, including attorneys' fees, actually and reasonably incurred by him in connection therewith, notwithstanding that he has not been successful on any other claim, issue or matter in any such action or proceeding. 8.04. Authorization. Any indemnification under Sections 8.01 or 8.02 above, unless ordered by a court, shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 8.01 and 8.02 above. Such determination shall be made: (a) By the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to, or who have been wholly successful on the merits or otherwise with respect to, such claim, action or proceeding; (b) If such a quorum is not obtainable, or even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or (c) By the shareholders. 8.05. Advance Reimbursement. Expenses, including attorneys' fees, incurred in defending a civil or criminal claim, action or proceeding may be paid by the Corporation in advance of the final disposition of such claim, action or proceeding as authorized in the manner provided in Section 8.04 above upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount if, and to the extent that, it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article. 8.06. Indemnification Not Exclusive. The indemnification authorized by this Article shall not be deemed exclusive of, and shall be in addition to, any other rights to which those indemnified may be entitled under any statute, rule of law, provision of the Articles of Incorporation, these Bylaws, agreement or vote of shareholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. Where such other provision or provisions provide broader rights of indemnification than these Bylaws, such other provision or provisions shall control. 8.07. Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any person who 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, partner, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article. 8.08. Subsidiaries. All references in this Article to a director, officer, employee or agent of the Corporation shall be deemed to include any director, officer, employee, or agent of corporations which are majority owned subsidiaries of this Corporation. 8.09. Invalidity. The invalidity or unenforceability of any provision hereof shall not in any way affect the remaining portions hereof, which shall continue in full force and effect. (c) Ala. Code SS 10-2B-8.57 empowers the Registrant to purchase and maintain insurance on behalf of directors and officers of the Registrant, whether or not the Registrant would have the power to indemnify such person against the insured liability under the provisions of Section 10-2B-8.51 described above. The purchase of such insurance is also permitted by Article Eight of the Registrant's Bylaws, as set forth above. Under the terms of a directors and officers liability policy purchased by the Registrant, the directors and officers of the Registrant are insured against certain liabilities incurred in connection with the performance of their duties. The foregoing is subject to the detailed provisions of such policy. (d) The AlaTenn Resources, Inc. 1994 Key Employee Stock Incentive Plan (the "Stock Incentive Plan") provides that no member of the Board of Directors of the Registrant or the Committee appointed by the Board of Directors in accordance with Section 3(a) of the Stock Incentive Plan (the "Committee"), nor any officer or employee of the Registrant or any subsidiary acting on behalf of the Board of Directors or the Committee, shall be personally liable for any action, determination, or interpretation taken or made in good faith with respect to the Stock Incentive Plan, and all members of the Board of Directors or the Committee and each and any officer or employee of the Registrant or any subsidiary acting on their behalf shall, to the extent permitted by law, be fully indemnified and held harmless by the Registrant in respect of any such action, determination or interpretation. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED (Not Applicable) ITEM 8. EXHIBITS The following exhibits are included herewith or incorporated herein by reference as indicated. The number of each exhibit corresponds to the number assigned to it in Item 601 of Regulation S-K.
Exhibit Description 4(a) Articles of Incorporation of the Registrant, as amended (incorporated herein by reference to Exhibit 3a to the Annual Report on Form 10-K of the Registrant, dated March 27, 1987 {SEC File No.0-10763}) 4(b) Rights Agreement, dated as of February 1, 1990, between the Registrant and American Stock Transfer & Trust Company Incorporated herein by reference to Exhibit 1 to the Registration Statement on Form 8-A of the Registrant, dated February 15, 1990) 4(c) AlaTenn Resources, Inc. 1994 Key Employee Stock Incentive Plan (incorporated herein by reference to Appendix A to the Definitive Proxy Statement of the Registrant dated March 31, 1995 {SEC File No. 0-10763}) 4(d) Form of Incentive Stock Option Agreement 5 Opinion of Berkowitz,Lefkovits, Isom & Kushner, A Professional Corporation 23(a) Consent of Arthur Andersen LLP 23(b) Consent of Berkowitz, Lefkovits, Isom & Kushner, A Professional Corporation (included in Exhibit 5) Incorporated herein by reference as indicated. Filed herewith. Management contract or compensatory plan or arrangement.
ITEM 9. UNDERTAKINGS (a) 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) ofthe Securities Act of 1933; (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; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that paragraphs (i) and (ii) above shall not apply if the information required to be included in a post-effective amendment by such paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement; (2) That, for the purpose of determining any liability under the Securities Act of 1933, 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 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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) 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 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 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. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Florence, State of Alabama, on July 26, 1995. ALATENN RESOURCES,INC. By: /s/ Jerry A. Howard Jerry A. Howard Chairman of the Board, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed below by the following persons, in the capacities and on the dates indicated.
Name Title Date /s/ Jerry A. Howard Chairman of the Board, July 26,1995 Jerry A. Howard President, Chief Executive Officer and Director (Principal executive officer) /s/ George G. Petty Vice President - Finance, July 26, 1995 George G. Petty Chief Financial Officer and Secretary-Treasurer (Principal financial and accounting officer) /s/ Emile A. Battat Director July 26, 1995 Emile A. Battat /s/ Richard O. Jacobson Director July 26, 1995 Richard O. Jacobson /s/ Jerome J. McGrath Director July 26, 1995 Jerome J. McGrath /s/ Hugh J. Morgan, Jr. Director July 26, 1995 Hugh J. Morgan, Jr. /s/ J. Kenneth Smith Director July 26, 1995 J. Kenneth Smith /s/ Roger F. Stebbing Director July 26, 1995 Roger F. Stebbing /s/ John P. Stupp, Jr. Director July 26, 1995 John P. Stupp, Jr.
EXHIBIT INDEX
Exhibit Description Page 4(d) Form of Incentive Stock Option Agreement 12 5 Opinion of Berkowitz, Lefkovits, Isom & Kushner, A Professional Corporation 17 23(a) Consent of Arthur Andersen LLP 19 23(b) Consent of Berkowitz, Lefkovits,Isom & Kushner, A Professional Corporation (included in Exhibit 5)
EX-4 2 EXHIBIT 4(d) ALATENN RESOURCES, INC. 1994 KEY EMPLOYEE STOCK INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENT AlaTenn Resources, Inc., an Alabama corporation (the "Company"), does hereby grant unto _______________________ (the "Optionee") an Incentive Stock Option (the "Option") upon the terms and conditions set forth below and in the AlaTenn Resources, Inc. 1994 Key Employee Stock Incentive Plan (the "Plan"), and, by his execution of this Agreement, Optionee agrees that the Option is granted under the Plan and is subject to the terms and conditions set forth below and in the Plan. Capitalized terms used but not defined herein have the meaning set forth in the Plan. 1. AUTHORITY FOR GRANT. The Option is granted under and pursuant to the provisions of the Plan, which is incorporated herein by reference. The Option is intended to be an Incentive Stock Option as defined in Section 2(n) of the Plan. 2. TERM OF OPTION. Optionee may exercise the Option, in whole or in part, at any time, or from time to time, during the Term as set forth in Exhibit A hereto which is here incorporated by reference, subject to the provisions of this Agreement and the Plan. 3. NUMBER OF COMMON SHARES. Optionee is hereby granted an Option to purchase such number of authorized and unissued Common Shares or Common Shares held in the Company's treasury, as determined by the Committee, as is set forth in Exhibit A hereto which is here incorporated by reference, subject to adjustment in accordance with Section 9 of the Plan. 4. EXERCISE PRICE. The exercise price for each Common Share subject to the Option is the Fair Market Value, as set forth in Exhibit A hereto which is here incorporated by reference. 5. EXERCISE OF OPTION. The Option may not be exercised until the Optionee has executed this Agreement and has delivered an executed copy thereof to the Company at 100 East Second Street, Sheffield, Alabama. The Option may be exercised in whole or in part at any time, or from time to time, during the Term by delivery of a written notice of exercise (the "Notice of Exercise") to the Secretary of the Company, which Notice of Exercise must specify the number of whole Common Shares to be purchased; provided, however, that in no event shall the total number of Common Shares purchased hereunder pursuant to exercise of the Option exceed the number of Common Shares set forth in Exhibit A hereto which is here incorporated by reference, subject to adjustment as set forth in Section 9 of the Plan. Payment of the total exercise price for such number of Common Shares must accompany such Notice of Exercise. The exercise price may be paid in cash, by check or by surrender of Common Shares, the value of which shall be the Fair Market Value on the date of exercise. Exercise of an Option by an Optionee's guardian, heir or representative shall be accompanied by evidence of such person's authority to so act, in a form reasonably satisfactory to the Company. If payment is made by surrender of Common Shares, the Notice of Exercise shall be accompanied by the certificate or certificates representing such Common Shares duly endorsed to the Company or accompanied by a duly executed instrument of transfer. The Option may not be exercised to purchase fractional Common Shares. Certificates for Common Shares will be issued as soon as practicable after satisfaction of the conditions set forth herein. Optionee will have the rights of a shareholder only after such certificates have been issued. 6. DEATH OF OPTIONEE. If Optionee dies while employed by the Company, the executor of Optionee's will or administrator of Optionee's estate may exercise the Option in accordance with Paragraph 5 hereof within three (3) months from the date of death, but in no event after the Term as set forth in Exhibit A hereto which is here incorporated by reference. 7. DISABILITY OF OPTIONEE. If Optionee's employment is terminated by reason of Disability, Optionee may exercise the Option in accordance with Paragraph 5 hereof within twelve (12) months from such termination of employment, but in no event after the Term as set forth in Exhibit A hereto which is here incorporated by reference. 8. TERMINATION OF EMPLOYMENT. If Optionee leaves the Company's employ for any reason other than Disability, Optionee may exercise the Option in accordance with Paragraph 5 hereof within three (3) months from the date of such termination of employment, but in no event after the Term as set forth in Exhibit A hereto which is here incorporated by reference. 9. NO RIGHT TO CONTINUE EMPLOYMENT. This Agreement shall not be deemed to confer upon Optionee any right to continue Optionee's employment by the Company, and the Company may terminate such employment at any time for any reason, subject to the provisions of any applicable employment agreement. 10. FORFEITURE OF OPTION BY REASON OF MISCONDUCT. Notwithstanding any other provision hereof, if the Committee determines that Optionee has committed an act of embezzlement, fraud, dishonesty, nonpayment of any obligations owed to the Company or any Subsidiary, breach of fiduciary duty or deliberate disregard of any rules of the Company or any Subsidiary resulting in loss, damage or injury to the Company or any Subsidiary, neither the Optionee nor his representative or estate shall be entitled to exercise the Option. In making such determination, the Committee shall act fairly and shall give the Optionee an opportunity to appear before the Committee and present evidence on the Optionee's behalf. 11. CANCELLATION, TERMINATION OR AMENDMENT. The Company may, at any time prior to exercise and with the consent of Optionee, cancel, revoke, terminate or amend the Option and may substitute an Option for a different price, term, or number of Common Shares. In the event of any amendment to or termination of the Plan, the Option shall remain in full force and effect as if the Plan had not been amended or terminated, unless Optionee otherwise agrees. 12. NONTRANSFERABILITY OF OPTION. Optionee may not sell, pledge, assign, hypothecate, transfer or dispose of the Option in any manner, in whole or in part, other than by will or by the laws of descent and distribution or pursuant to a qualified domestic relations order. The Option may be exercised during Optionee's lifetime only by Optionee or, in the event of Disability, by Optionee's guardian or legal representative. 13. DETERMINATIONS BY THE COMMITTEE. All decisions, determinations and interpretations concerning the Option and this Agreement shall be made by the Committee and shall be final and binding on the Company and Optionee. 14. MISCELLANEOUS. (a) Headings. The headings contained herein are for convenience of reference only, do not constitute a part of this Agreement and shall not be deemed to limit, interpret or affect any of the provisions hereof. (b) Notices. Any notices required or permitted to be given hereunder shall be made in writing and delivered to the Company at 100 East Second Street, Sheffield, Alabama and to Optionee at his address as it appears in the Company's records. No such notice shall be deemed to have been given until it is received. (c) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Alabama. IN WITNESS WHEREOF, the Company and Optionee have executed this Incentive Stock Option Agreement this the ___ day of ___________, 19__. ALATENN RESOURCES, INC. OPTIONEE By:__________________________ ____________________________ Its:______________________ Signature EXHIBIT A TO INCENTIVE STOCK OPTION AGREEMENT Optionee: Grant Date: Exercise Price Per Common Share (Fair Market Value, as defined in the Plan) Number of Common Can Only Be Must Be Shares Subject to Option Exercised After Exercised Before EX-5 3 EXHIBIT 5 BERKOWITZ, LEFKOVITS, ISOM & KUSHNER A Professional Corporation 1600 SouthTrust Tower Birmingham, AL 35203 (205) 328-0480 July 26, 1995 Board of Directors AlaTenn Resources, Inc. P. O. Box 918 Florence, Alabama 35631 Gentlemen: We have acted as counsel to AlaTenn Resources, Inc., an Alabama corporation (the "Company"), in connection with the registration by the Company of 105,000 common shares, par value $0.10 per share (the "Common Shares"), pursuant to a Registration Statement on Form S-8 under the Securities Act of 1933, relating to the AlaTenn Resources, Inc. 1994 Key Employee Stock Incentive Plan (the "Plan"). This opinion is being delivered to you pursuant to item 601(b)(5) of Regulation S-K promulgated by the Securities and Exchange Commission. In so acting, we have examined the above-referenced Registration Statement, together with originals or copies of such corporate records, agreements, documents and other instruments, and of certificates or comparable documents of public officials and of officers or other representatives of the Company, and we have made such inquiry of such officers and representatives, as we have deemed relevant and necessary for the purposes of the opinion set forth herein. Based upon the foregoing, we are of the opinion that the Common Shares which are the subject of the above-referenced Registration Statement have been duly authorized and, when sold in accordance with the Plan and the related Stock Option Agreements entered into in connection therewith, will be validly issued, duly paid and non-assessable Common Shares of the Company. We hereby consent to the use of this opinion as an exhibit to the above-referenced Registration Statement. This opinion is being rendered solely for the purpose described above and is not to be used or relied upon by any other person and, except as provided in the preceding paragraph, may not be disclosed, quoted, filed with any governmental agency or otherwise referred to without our written consent. Very truly yours, /s/ BERKOWITZ, LEFKOVITS, ISOM & KUSHNER A Professional Corporation EX-23 4 EXHIBIT 23(a) CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our reports dated February 10, 1995 included in AlaTenn Resources, Inc.'s Form 10-K for the year ended December 31, 1994 and to all references to our firm included in this registration statement. ARTHUR ANDERSEN LLP Atlanta, Georgia July 25, 1995 -----END PRIVACY-ENHANCED MESSAGE-----