-----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, JPJweud/8GmmA5sP5tcgoNFkk7kxI1E2pOlJLvG/3HIPKlhkU/1b38aEYULUlna8 Ss2athnT4EHDPJ9qHJ5Vzg== 0000932384-99-000243.txt : 19990909 0000932384-99-000243.hdr.sgml : 19990909 ACCESSION NUMBER: 0000932384-99-000243 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19990908 EFFECTIVENESS DATE: 19990908 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTEGRATED SPATIAL INFORMATION SOLUTIONS INC /CO/ CENTRAL INDEX KEY: 0000783284 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 840868815 STATE OF INCORPORATION: CO FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-86747 FILM NUMBER: 99707967 BUSINESS ADDRESS: STREET 1: 13119 PROFESSIONAL DRIVE STREET 2: SUITE 200 CITY: JACKSONVILLE STATE: FL ZIP: 32225 BUSINESS PHONE: 9043461319 MAIL ADDRESS: STREET 1: 13119 PROFESSIONAL DRIVE STREET 2: SUITE 200 CITY: JACKSONVILLE STATE: FL ZIP: 32225 FORMER COMPANY: FORMER CONFORMED NAME: INTEGRATED SPATIAL INFORMATION SYSTEMS INC DATE OF NAME CHANGE: 19980710 FORMER COMPANY: FORMER CONFORMED NAME: DCX INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: DOUGLAS COUNTY INDUSTRIES INC DATE OF NAME CHANGE: 19860109 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on September 7, 1999 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------------ INTEGRATED SPATIAL INFORMATION SOLUTIONS, INC. (Exact name of registrant as specified in its charter) ------------------------------ COLORADO 84-0868815 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1597 COLE BOULEVARD SUITE 300B GOLDEN, C0 80401 (Address of principal executive offices) EQUITY COMPENSATION PLAN AGREEMENTS WITH VARIOUS OFFICERS, CONSULTANTS AND ADVISORS (Full titles of the plans) ------------------------------ With copies to: FREDERICK G. BEISSER, SECRETARY LESTER R. WOODWARD INTEGRATED SPATIAL INFORMATION SOLUTIONS, INC. DAVIS, GRAHAM & STUBBS 1597 COLE BOULEVARD 370 17TH STREET, SUITE 4700 GOLDEN, C0 80401 DENVER, COLORADO 80202 (303) 274-8708 (303) 892-9400 (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------------------------
CALCULATION OF REGISTRATION FEE ====================================================================================================================== Proposed Proposed maximum maximum Amount to be offering price per aggregate Amount of Title of securities to be registered registered unit offering price registration fee(1) - ---------------------------------------------------------------------------------------------------------------------- Common Stock, no par value per share (3) 4,057,282 shares $.3393(1) $1,376,940.07(1) $382.70 Common Stock, no par value per share (4) 688,235 shares $.2906 $ 200,001.10(2) $ 55.60 Common Stock, no par value per share (5) 25,106 shares $.2656 $ 6,668.15(2) $ 1.85 Common Stock, no par value per share (6) 375,581 shares $.26 $ 97,651.06(2) $ 27.15 Common Stock, no par value per share (7) 60,000 shares $.3393(1) $ 20,358.00(1) $ 5.66 TOTAL: $472.96 ======================================================================================================================
(1) Calculated solely for purposes of determining the registration fee payable pursuant to Rule 457(c) and (h) based on prices quoted on NASDAQ for the Company's common stock on September 3, 1999. (2) Calculated solely for purposes of determining the registration fee payable pursuant to Rule 457(h) and based upon the product of the share number times the respective prices on the date of issuance. (3) Shares Issuable under Equity Compensation Plan. (4) Shares Issuable under Agreement in Services by and between the Company and Human Vision, LLC. (5) Shares Issuable under the Option Agreement by and between the Company and Timothy J. O'Connor. (6) Shares Issuable under the Option Agreement by and between the Company and Steven R. Perles, which may be placed, in part, in either the Steven R. Perles Pension Plan or the Steven R. Perles Retirement Trust. (7) Shares Issuable under the Agreement by and between the Company and Lopata, Flegel and Company dated June 19, 1999. PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS ITEM 1. PLAN INFORMATION. See Item 2. ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. The document(s) containing the information specified in Items 1 and 2 of Part I of Form S-8 will be sent or given to participants in the Company's Equity Compensation Plan (the "Plan"), the Agreement for Services by and Between the Company and Human Vision, LLC, the Option Agreement by and between the Company and Timothy J. O'Connor, and the Option Agreement by and between the Company and Steven R. Perles, respectively, in accordance with Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"). Such document(s) are not being filed with the Commission in compliance with the Note to Part I of Form S-8, but constitute (along with the documents incorporated by reference into the Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements of Section 10(a) of the Act. The options received by Mr. Perles may be placed, in part, in either the Steven R. Perles Pension Plan or Steven R. Perles Retirement Trust. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed by the Company with the Commission are hereby incorporated in this Registration Statement by reference: (a) Annual Report on Form 10-KSB for the year ended September 30, 1998; (b) Amended Annual Report on Form 10KSB/A for the year ended September 30, 1998, filed January 22, 1999; (c) Amended Annual Report on Form 10KSB/A for the year ended September 30, 1998, filed January 19, 1999; (d) Prospectus filed pursuant to Rule 424, dated February 23, 1999; (e) Current Report on Form 8-K, dated July 13, 1999; (f) Quarterly Report on Form 10-QSB for the quarter ended December 31, 1998; (g) Quarterly Report on Form 10-QSB for the quarter ended March 31, 1999; (h) Quarterly Report on Form 10-QSB for the quarter ended June 30, 1999; (i) Definitive Proxy Statement, filed August 4, 1999; -2- (j) The description of the Company's Common Stock contained in the Company's Registration Statement on Form 8-A, filed March 3, 1986 (File No. 0-14273). 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 subsequent to the date of this Registration Statement and prior to the filing of a Post-Effective Amendment to this Registration Statement indicating that all securities offered under the Registration Statement have been sold, or deregistering all securities then remaining unsold, shall be deemed to be incorporated in this Registration Statement by reference and to be a part hereof from the date of filing such documents. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Article VII of the Articles of Incorporation of the Company provides as follows: "The Corporation shall indemnify any and all of its directors, officers, employees, authorized agents or former directors or officers or any person who may have served at its request as a director or officer of another corporation in which it owns shares of capital stock or of which it is a creditor, against expenses actually and necessarily incurred by them to the fullest extent permitted under Colorado Corporate Code, in connection with the defense of any action, suit or proceeding in which they or any of them, are made parties, or a party, by reason of being or having been directors or officers of the Corporation, or of such other corporation, except in relation to matters to which any such director or officer or former director or person shall be adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of duty. Such indemnification shall not be deemed exclusive of any other rights to which those indemnified may be entitled, under any By-Law agreement, vote of shareholders or otherwise. In addition no officer, director, employee or authorized agent shall be personally liable for any injury to person or property arising out of a tort committed by an employee unless such officer or director was personally involved in the situation giving rise to the litigation or unless such officer or director committed a criminal offense. The protection afforded hereby shall not restrict other common law protection and rights that an officer or director may have. This Article shall not restrict the Corporation's right to eliminate or limit the personal liability of a director to the Corporation or to its shareholders for monetary damages for breach of fiduciary duty as a director, and the personal liability of directors to the Corporation and to us shareholders for monetary damages shall be eliminated or limited, to the full extent permitted by the Colorado Corporation Code, except for monetary damages for any breach of the director's duty of loyalty to the Corporation or to its shareholders, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, acts specified in Section 7-5-114 of the Colorado Corporation Code, or any transaction from which the director derived an improper personal benefit. Nor shall the liability of a director of the Corporation be eliminated or limited to the -3- Corporation or to its shareholders for monetary damages for any act or omission occurring prior to the effective date of this Article." Article VI of the Bylaws of the Company provides as follows: "Each Director and Officer of this Corporation, and each person who shall serve at its request as a Director or Officer of another corporation in which this Corporation owns shares of capital stock or of which it is a creditor, whether or not then in office, and his personal representatives, shall be indemnified by the Corporation against all costs and expenses actually and necessarily incurred by him in connection with the defense of any action, suit or proceeding in which he may be involved or to which he may be made a party by reason of his being or having been such Director or Officer, except in relation to matters as to which he shall be finally adjudged in such action, suit or proceeding to be liable for negligence of misconduct in the performance of duty. Such costs and expenses shall include amounts reasonably paid in settlement for the purpose of curtailing the costs of litigation, but only if the Corporation is advised in writing by its counsel that in his opinion the person indemnified did not commit such negligence or misconduct. The foregoing right of indemnification shall not be exclusive of other rights to which he may be entitled as a matter of law or by agreement." Insofar as indemnification for liabilities arising under the 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 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 its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS 4.1 Equity Compensation Plan 4.2 Form of Option Agreement, dated July 26, 1999, by and between the Company and Steven R. Perles. 4.3 Form of Option Agreement, dated July 30, 1999, by and between the Company and Timothy J. O'Connor. 4.4 Form of Agreement for Services, dated as of July 6, 1999, by and between the Company and Human Vision, LLC.* 4.5 Form of Engagement Letter, dated as of June 18, 1999, by and between the Company and Lopata, Flegal and Company. -4- 5.1 Opinion and Consent of Davis, Graham & Stubbs LLP. 23.1 Consent of Davis, Graham & Stubbs LLP. See Exhibit 5.1. 23.2 Consent of BDO Seidman LLP. * Filed as an Exhibit to the Company's Quarterly Report on Form 10-QSB for the quarter ended June 30, 1999. 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 to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the 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; and (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 Section 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 the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. C. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. -5- 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 Frankfort, State of Kentucky, on the 1st day of September, 1999. Integrated Spatial Information Solutions, Inc. By: /s/ JOHN C. ANTENUCCI ------------------------------------------ John C. Antenucci President & Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
SIGNATURE TITLE DATE - --------- ----- ---- /s/ JOHN C. ANTENUCCI President, Chief Executive Officer and August 31, 1999 - ----------------------------------------- Director John C. Antenucci /s/ FREDERICK G. BEISSER Vice President Finance and August 31, 1999 - ----------------------------------------- Administration, Secretary and Treasurer, Frederick G. Beisser Director, (Principal Financial and Accounting Officer) /s/ GARY S. MURRAY Chairman of the Board August 31, 1999 - ----------------------------------------- Gary S. Murray /s/ JEANNE M. ANDERSEN Director August 31, 1999 - ----------------------------------------- Jeanne M. Andersen /s/ RAYMUND O'MARA Director August 31, 1999 - ----------------------------------------- Raymund O'Mara /s/ J. GARY REED Director August 31, 1999 - ----------------------------------------- J. Gary Reed
-6- EXHIBIT INDEX Exhibit Sequential No. Description Page No. - -------------------------------------------------------------------------------- 4.1 Equity Compensation Plan 4.2 Form of Option Agreement, dated July 26, 1999, by and between the Company and Steven R. Perles. 4.3 Form of Option Agreement, dated July 30, 1999, by and between the Company and Timothy J. O'Connor. 4.4 Form of Agreement for Services, dated as of July 6, 1999, by and between the Company and Human Vision, LLC.* 4.5 Form of Engagement Letter, dated as of June 18, 1999, by and between the Company and Lopata, Flegal and Company. 5.1 Opinion and Consent of Davis, Graham & Stubbs LLP. 23.1 Consent of Davis, Graham & Stubbs LLP. See Exhibit 5.1. 23.2 Consent of BDO Seidman, LLP. * Filed as an Exhibit to the Company's Quarterly Report on Form 10-QSB for the period ended June 30, 1999. -7- EX-4 2 EXHIBIT 4.1 EQUITY COMPENSATION PLAN ARTICLE I PURPOSE The purpose of the DCX, Inc. Equity Compensation Plan (the "Plan") is to attract and retain directors, officers, other employees and consultants of DCX, Inc. and its Subsidiaries and to provide such persons with incentives to continue in the long-term service of the Company and to create in such persons a more direct interest in the future success of the operations of the Company by relating incentive compensation to increases in stockholder value. ARTICLE II STRUCTURE OF THE PLAN The Plan is divided into three separate programs: A. The Discretionary Stock Option Grant Program under which eligible persons may, at the discretion of the Committee or the Board, be granted Stock Options; B. The Restricted Stock Program under which eligible persons may, at the discretion of the Committee or the Board, be granted rights to receive shares of Common Stock, subject to certain restrictions; and C. The Supplemental Bonus Program under which eligible persons may, at the discretion of the Committee or the Board, be granted a right to receive payment, in cash, shares of Common Stock, or a combination thereof, of a specified amount. ARTICLE III DEFINITIONS As used in this Plan: "10% Stockholder" shall mean any owner of stock (as determined under Section 424(d) of the Code) possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Subsidiary. "Award" shall mean a grant made under this Plan in the form of Stock Options, Restricted Stock or Supplemental Bonuses. "Board" shall mean the Company's Board of Directors. "Change in Control" shall mean a change in ownership or control of the Company effected through any of the following transactions: (i) the acquisition, directly or indirectly by any person or group (within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act) other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company, of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities possessing more than thirty percent (30%) of the total combined voting power of the Company's outstanding securities; (ii) a change in the composition of the Board over a period of eighteen (18) consecutive months or less such that fifty percent (50%) or more of the Board members cease to be directors who either (A) have been directors continuously since the beginning of such period or (B) have been unanimously elected or nominated by the Board for election as directors during such period; (iii) a stockholder-approved merger or consolidation to which the Company is a party and in which (A) the Company is not the surviving entity or (B) securities possessing more than thirty percent (30%) of the total combined voting power of the Company's outstanding securities are transferred to a person or persons different from the persons holding those securities immediately prior to such transaction; or (iv) the sale, transfer or other disposition of all or substantially all of the Company's assets in complete liquidation or dissolution of the Company. "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time. "Committee" shall mean the Employee Committee and/or the Incentive Plan Committee, as applicable. "Common Stock" shall mean the Company's common stock, no par value. "Company" shall mean DCX, Inc. "Date of Grant" shall mean the date specified by the Committee on which a grant of an Award shall become effective, which shall not be earlier than the date on which the Committee takes action with respect thereto. "Employee" shall mean an individual who is in the employ of the Company or any Subsidiary. "Employee Committee" shall mean a committee composed of at least one member of the Board of Directors who may, but need not, be a Non-Employee Director. The Employee Committee is empowered hereunder to grant Awards to Eligible Employees who are not directors or "officers" of the Company as that term is defined in Rule 16a-1(f) of the Exchange Act nor "covered employees" under Section 162(m) of the Code, and to establish the terms of such Awards at the time of grant, but shall have no other authority with respect to the Plan or outstanding Awards except as expressly granted by the Plan. 2 "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. "Fair Market Value" of a share of Common Stock on any relevant date shall be determined in accordance with the following provisions: (i) If the Common Stock is at the time listed on any stock exchange, or traded on the Nasdaq National Market, or any other securities trading market that reports daily the closing selling price per share of Common Stock, the Fair Market Value shall be deemed equal to the closing selling price per share of Common Stock on the date in question on the stock exchange or other securities trading market determined by the Committee to be the primary market for the Common Stock, as such price is officially quoted on such exchange or trading market. (ii) If there is no closing selling price for the Common Stock on the date in question, or if the Common Stock is neither listed on a stock exchange or traded on a securities trading market that reports daily the closing selling price per share of the Common Stock, then the Fair Market Value shall be deemed to be the average of the representative closing bid and asked prices on the date on question as reported by the Nasdaq Stock Market or other reporting entity selected by the Committee. (iii) In the event the Common Stock is not traded publicly, the Fair Market Value of a share of Common Stock shall be determined, in good faith, by the Committee after such consultation with outside legal, accounting and other experts as the Committee may deem advisable, and the Committee shall maintain a written record of its method of determining such value. "Incentive Plan Committee" shall mean a committee consisting entirely of Non-Employee Directors of the Board, who are empowered hereunder to take all action required in the administration of the Plan and the grant and administration of Awards hereunder. The Incentive Plan Committee shall be so constituted at all times as to permit the Plan to comply with Rule 16b-3 or any successor rule promulgated under the Exchange Act. Members of the Incentive Plan Committee shall be appointed from time to time by the Board, shall serve at the pleasure of the Board and may resign at any time upon written notice to the Board. Notwithstanding the foregoing, at any time that there are fewer than two Non-Employee Directors on the Board or when no Incentive Plan Committee has been appointed by the Board, all powers of the Incentive Plan Committee shall be vested in the Board. "Incentive Stock Option" shall mean a Stock Option that (i) qualifies as an "incentive stock option" under Section 422 of the Code or any successor provision and (ii) is intended to be an incentive stock option. "Non-Employee Director" shall mean a director of the Company who meets the definition of (i) a "non-employee director" set forth in Rule 16b-3 under the Exchange Act, as amended, or any successor rule and (ii) an "outside director" set forth in Treasury Regulation 1.162-27, as amended, or any successor rule. 3 "Non-Statutory Option" shall mean a Stock Option that (i) does not qualify as an "incentive stock option" under Section 422 of the Code or any successor provision or (ii) is not intended to be an incentive stock option. "Optionee" shall mean the person so designated in an agreement evidencing an outstanding Stock Option. "Option Price" shall mean the purchase price payable by a Participant upon the exercise of a Stock Option. "Participant" shall mean a person who is selected by the Committee to receive benefits under this Plan and (i) is at that time a director, officer or other Employee of the Company or any Subsidiary, (ii) is at that time a consultant or other independent advisor who provides services to the Company or a Subsidiary, or (iii) has agreed to commence serving in any capacity set forth in (i) or (ii) of this definition. "Plan" shall mean the Company's Equity Incentive Plan as set forth herein. "Plan Effective Date" shall mean October 31, 1997, the date on which this Plan was approved by the Company's Board of Directors. "Redemption Value" shall mean the amount, if any, by which the Fair Market Value of one share of Common Stock on the date on which the Stock Option is exercised exceeds the Option Price for such share. "Restricted Stock" shall mean shares of Common Stock granted under Article VII that are subject to restrictions imposed pursuant to said Article. "SEC" shall mean the U.S. Securities and Exchange Commission and any successor thereto. "Stock Option" shall mean a right granted under the Plan to a Participant to purchase Common Stock at a stated price for a specified period of time. "Subsidiary" shall mean a corporation, partnership, joint venture, unincorporated association or other entity in which the Company has a direct or indirect ownership or other equity interest; provided, however, for purposes of determining whether any person may be a Participant for purposes of any grant of Incentive Stock Options, "Subsidiary" means any subsidiary corporation of the Company as defined in Section 424(f) of the Code. "Supplemental Bonus" shall mean the right to receive payment in cash of an amount determined pursuant to Article IX of this Plan. "Term" shall mean the length of time during which a Stock Option may be exercised. 4 ARTICLE IV ADMINISTRATION OF THE PLAN A. DELEGATION TO THE COMMITTEE. This Plan shall be administered by the Incentive Plan Committee. References herein to the "Committee" shall mean the Employee Committee and/or the Incentive Plan Committee, as applicable. References herein to the Incentive Plan Committee refer solely to the Incentive Plan Committee. Members of the Incentive Plan Committee and the Employee Committee shall serve for such period of time as the Board may determine and may be removed by the Board at any time. The action of a majority of the members of the Incentive Plan Committee and the Employee Committee present at any meeting, or acts unanimously approved in writing, shall be the acts of the Incentive Plan Committee and the Employee Committee, respectively. B. POWERS OF THE COMMITTEE. The Incentive Plan Committee shall have full power and authority, subject to the provisions of this Plan, to establish such rules and regulations as it may deem appropriate for proper administration of this Plan and to make such determinations under, and issue interpretations of, the provisions of this Plan and any outstanding Awards as it may deem necessary or advisable. In addition, the Incentive Plan Committee shall have full power and authority to administer and interpret the Plan and make modifications as it may deem appropriate to conform the Plan and all actions pursuant to the Plan to any regulation or to any change in any law or regulation applicable to this Plan. C. ACTIONS OF THE COMMITTEE. All actions taken and all interpretations and determinations made by the Committee in good faith (including determinations of Fair Market Value) shall be final and binding upon all Participants, the Company and all other interested persons. No director or member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan, and all directors and members of the Committee shall, in addition to their rights as directors, be fully protected by the Company with respect to any such action, determination or interpretation. D. Awards to Officers and Directors. 1. All Awards to officers shall be determined by the Incentive Plan Committee. If the Incentive Plan Committee is not composed as prescribed in the definition of Incentive Plan Committee in Article III, the Board shall have the right to take such action with respect to any Award to an officer as it deems necessary or advisable to comply with Rule 16b-3 of the Exchange Act and any related rules, including but not limited to seeking stockholder ratification of such Award or restricting the sale of the Award or any shares of Common Stock underlying the Award for a period of six-months. 2. Discretionary awards to Non-Employee Directors, if any, shall be determined by the Board. 5 ARTICLE V ELIGIBILITY A. DISCRETIONARY STOCK OPTION GRANT PROGRAM, RESTRICTED STOCK PROGRAM AND SUPPLEMENTAL BONUS PROGRAM. The persons eligible to participate in the Discretionary Stock Option Grant Program, the Restricted Stock Program and the Supplemental Bonus Program are as follows: 1. Employees of the Company or a Subsidiary; 2. Members of the Board; and 3. Consultants and other independent advisors who provide services to the Company or a Subsidiary. B. SELECTION OF PARTICIPANTS. The Committee shall from time to time determine the Participants to whom Awards shall be granted pursuant to the Discretionary Stock Option Grant Program, the Restricted Stock Program and the Supplemental Bonus Program. ARTICLE VI SHARES AVAILABLE UNDER THE PLAN A. MAXIMUM NUMBER. The number of shares of Common Stock issued or transferred and covered by outstanding awards granted under this Plan shall not in the aggregate exceed 4,000,000 shares of Common Stock, which may be Common Stock of original issuance or Common Stock held in treasury, or a combination thereof. This authorization shall be increased automatically on each succeeding annual anniversary of the Plan Effective Date by an amount equal to that number of shares equal to one-half of one percent of the Company's then issued and outstanding shares of Common Stock. The shares may be divided among the various Plan components as the Incentive Plan Committee shall determine, except that no more than 3,500,000 Shares shall be issued in connection with the exercise of Incentive Stock Options under the Plan. Any portion of the shares added on each succeeding anniversary of the Plan Effective Date which are unused during the Plan year beginning on such anniversary date shall be carried forward and be available for grant and issuance in subsequent Plan years, while up to 100% of the shares to be added in the next succeeding Plan year (calculated on the basis of the current Plan year's allocation) may be borrowed for use in the current Plan year. Shares of Common Stock that may be issued upon the exercise of Stock Options shall be applied to reduce the maximum number of shares remaining available for use under the Plan. The Company shall at all times during the term of the Plan and while any Stock Options are outstanding retain as authorized and unissued Common Stock, or as treasury Common Stock, at least the number of shares of Common Stock required under the provisions of this Plan, or otherwise assure itself of its ability to perform its obligations hereunder. B. UNUSED AND FORFEITED STOCK. The following shares of Common Stock shall automatically become available for use under the Plan: (i) any shares of Common Stock that are 6 subject to an Award under this Plan that are not used because the terms and conditions of the Award are not met, including any shares of Common Stock that are subject to a Stock Option that expires or is terminated for any reason, (ii) any shares of Common Stock with respect to which a Stock Option is exercised that are used for full or partial payment of the Option Price, and (iii) any shares of Common Stock withheld by the Company in satisfaction of the withholding taxes incurred in connection with the exercise of a Non-Statutory Option. C. CAPITAL CHANGES. If any change is made to the Common Stock by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Common Stock as a class without the Company's receipt of consideration, appropriate adjustments shall be made to (i) the maximum number and/or class of securities issuable under the Plan, (ii) the number and/or class of securities for which grants are subsequently to be made pursuant to Article VI of this Plan, and (iii) the number and/or class of securities then included in each Award outstanding hereunder and the Option Price per share in effect under each outstanding Stock Option under this Plan. Such adjustments to the outstanding Stock Options are to be effected in a manner that shall preclude the enlargement or dilution of rights and benefits under such Stock Options. The adjustments determined by the Committee shall be final, binding and conclusive. ARTICLE VII DISCRETIONARY STOCK OPTION GRANT PROGRAM A. DISCRETIONARY GRANT OF STOCK OPTIONS TO PARTICIPANTS. The Committee may from time to time authorize grants to Participants of options to purchase shares of Common Stock upon such terms and conditions as the Committee may determine in accordance with the following provisions (in connection with any grants under this paragraph VII.A to Non-Employee Directors, "Committee" shall mean the entire Board of Directors): 1. Each grant shall specify the number of shares of Common Stock to which it pertains; 2. Each grant shall specify the Option Price per share; 3. Each grant shall specify the form of consideration to be paid in satisfaction of the Option Price and the manner of payment of such consideration, which may include (i) cash in the form of currency or check or other cash equivalent acceptable to the Company, (ii) shares of Common Stock that are already owned by the Optionee and have a Fair Market Value at the time of exercise that is equal to the Option Price, (iii) shares of Common Stock with respect to which a Stock Option is exercised, (iv) a recourse promissory note in favor of the Company, (v) any other legal consideration that the Committee may deem appropriate and (vi) any combination of the foregoing; 4. Any grant may provide for deferred payment of the Option Price from the proceeds of sale through a broker of some or all of the shares of Common Stock to which the exercise relates; 7 5. Any grant may provide that shares of Common Stock issuable upon the exercise of a Stock Option shall be subject to restrictions whereby the Company has the right or obligation to repurchase all or a portion of such shares if the Participant's service to the Company is terminated before a specified time, or if certain other events occur or conditions are not met; 6. Successive grants may be made to the same Participant regardless of whether any Stock Options previously granted to the Participant remain unexercised; 7. Each grant shall specify the conditions to be satisfied before the Stock Option or installments thereof shall become exercisable, which conditions may include a period or periods of continuous service by the Optionee to the Company or any Subsidiary, the attainment of specified performance goals and objectives, or the occurrence of specified events; as may be established by the Committee with respect to such grant; 8. All Stock Options that meet the requirements of the Code for incentive stock options shall be Incentive Stock Options unless (i) the option agreement clearly designates the Stock Options granted thereunder, or a specified portion thereof, as a Non-Statutory Option, or (ii) a grant of Incentive Stock Options to the Participant would be prohibited under the Code or other applicable law; 9. Each grant shall specify the Term of the Stock Option, which Term shall not be greater than 10 years from the Date of Grant; and 10. Each grant shall be evidenced by an agreement, which shall be executed on behalf of the Company by any officer thereof and delivered to and accepted by the Optionee and shall contain such terms and provisions as the Committee may determine consistent with this Plan. B. SPECIAL TERMS APPLICABLE TO INCENTIVE STOCK OPTIONS. The following additional terms shall be applicable to all Incentive Stock Options granted pursuant to this Plan. Stock Options that are specifically designated as Non-Statutory Options shall not be subject to the terms of this paragraph VII.B. 1. Incentive Stock Options shall be granted only to Employees of the Company or a Subsidiary; 2. The Option Price per share shall not be less than the Fair Market Value per share of Common Stock on the Date of Grant; 3. The aggregate Fair Market Value of the shares of Common Stock (determined as of the respective Date(s) of Grant) with respect to which Incentive Stock Options granted to any Employee under the Plan (or any other plan of the Company or a Subsidiary) are exercisable for the first time during any one calendar year shall not exceed the sum of One Hundred Thousand Dollars ($100,000). To the extent the Employee holds two (2) or more such Stock Options that become exercisable for the first time in the same calendar year, the foregoing 8 limitation on the treatment of such Stock Options as Incentive Stock Options shall be applied on the basis of the order in which such Stock Options are granted; and 4. If any Employee to whom an Incentive Stock Option is granted is a 10% Stockholder, then the Option Price per share shall not be less than one hundred ten percent (110%) of the Fair Market Value per share of Common Stock on the Date of Grant, and the option Term shall not exceed five (5) years measured from the Date of Grant. ARTICLE VIII RESTRICTED STOCK PROGRAM A. AWARDS GRANTED. Coincident with or following designation for participation in the Plan, a Participant may be granted one or more Restricted Stock Awards consisting of shares of Common Stock. The number of shares granted as a Restricted Stock Award shall be determined by the Committee. B. RESTRICTIONS. A Participant's right to retain a Restricted Stock Award granted to such Participant under Article VII.A shall be subject to such restrictions, including but not limited to his or her continuous employment by the Company for a restriction period specified by the Committee or the attainment of specified performance goals and objectives, or the occurrence of specified events, as may be established by the Committee with respect to such Award. The Committee may in its sole discretion require different periods of employment or different performance goals and objectives with respect to different Participants, to different Restricted Stock Awards or to separate, designated portions of the shares constituting a Restricted Stock Award. C. PRIVILEGES OF A STOCKHOLDER, TRANSFERABILITY. A Participant shall have all voting, dividend, liquidation and other rights with respect to shares of Common Stock in accordance with its terms received by him or her as a Restricted Stock Award under this Article VIII upon his or her becoming the holder of record of such shares; provided, however, that the Participant's right to sell, encumber or otherwise transfer such shares shall be subject to the restrictions established by the Committee with respect to such Award. D. ENFORCEMENT OF RESTRICTIONS. The Committee may in its sole discretion require a legend to be placed on the stock certificates referring to the restrictions referred to in paragraphs VIII.B and VIII.C., in order to enforce such restrictions. ARTICLE IX SUPPLEMENTAL BONUS PROGRAM A. NON-STATUTORY STOCK OPTIONS. The Committee, at the time of grant or at any time prior to exercise of any Non-Statutory Option, may provide for a Supplemental Bonus from the Company or a Subsidiary in connection with a specified number of shares of Common Stock then purchasable, or which may become purchasable, under such Non-Statutory Option. Such 9 Supplemental Bonus shall be payable in cash upon the exercise of the Non-Statutory Option with regard to which such Supplemental Bonus was granted. A Supplemental Bonus shall not exceed the amount necessary to reimburse the Participant for the income tax liability incurred by him or her upon the exercise of the Non-Statutory Option, calculated using the maximum combined federal and applicable state income tax rates then in effect and taking into account the tax liability arising from the Participant's receipt of the Supplemental Bonus. B. RESTRICTED STOCK AWARDS. The Committee, either at such time as the restrictions with respect to a Restricted Stock Award lapse or a Section 83(b) election is made under the Code by the Participant with respect to shares issued in connection with a Restricted Stock Award, may provide for a Supplemental Bonus from the Company or a Subsidiary. Such Supplemental Bonus shall be payable in cash and shall not exceed the amount necessary to reimburse the Participant for the income tax liability incurred by him or her with respect to shares issued in connection with a Restricted Stock Award, calculated using the maximum combined federal and applicable state income tax rates then in effect and taking into account the tax liability arising from the Participant's receipt of the Supplemental Bonus. ARTICLE X TERMINATION OF SERVICE A. INCENTIVE STOCK OPTIONS. The following provisions shall govern the exercise of any Incentive Stock Options held by any Employee whose employment is terminated: 1. If the Optionee's employment with the Company is terminated for any reason other than such Optionee's death, disability or retirement, all Incentive Stock Options held by the Optionee shall terminate on the date and at the time the Optionee's employment terminates, unless the Committee expressly provides in the terms of the Optionee's Stock Option Agreement that such Stock Options shall remain exercisable, to the extent vested on such termination date, for a period of three (3) months following such termination of employment. 2. If the Optionee's employment with the Company is terminated because of such Optionee's death or disability within the meaning of Section 22(e)(3) of the Code, all Incentive Stock Options held by the Optionee shall become immediately exercisable and shall be exercisable for a period of twelve (12) months following such termination of employment. 3. In the event Optionee's employment is terminated due to retirement, all Incentive Stock Options held by the Optionee shall remain exercisable, to the extent such Stock Options were exercisable on the date the Optionee's employment terminated, for a period of three (3) months following such termination of employment. 4. In no event may any Incentive Stock Option remain exercisable after the expiration of the Term of the Stock Option. Upon the expiration of any three (3) or twelve (12) month exercise period, as applicable, or, if earlier, upon the expiration of the Term of the Stock Option, the Stock Option shall terminate and shall cease to be outstanding for any shares for which the Stock Option has not been exercised. 10 B. NON-STATUTORY OPTIONS. The following provisions shall govern the exercise of any Non-Statutory Options: 1. If the Optionee's employment, service on the Board or consultancy is terminated for any reason other than such Optionee's death, disability or retirement, all Non-Statutory Options held by the Optionee shall terminate on the date of such termination, unless the Committee expressly provides in the terms of the Optionee's Stock Option Agreement, that such Stock Options shall remain exercisable, to the extent vested on such termination date, for a specified period following such termination. 2. If the Optionee's employment, service on the Board or consultancy is terminated because of such Optionee's death or disability, all Non-Statutory Options held by the Optionee shall become immediately exercisable and shall be exercisable until the expiration of the Term of such Stock Options. 3. If the Optionee's employment service on the Board or consultancy is terminated because of such Optionee's retirement, all Non-Statutory Options held by the Optionee shall remain exercisable, to the extent such Stock Options were exercisable on the date of such termination, until the expiration of the Term of such Stock Options. 4. In no event may any Non-Statutory Option remain exercisable after the expiration of the Term of the Stock Option. Upon the expiration of any specified exercise period following termination of Optionee's employment, service on the Board or consultancy, or, if earlier, upon the expiration of the Term of the Stock Option, the Stock Option shall terminate and shall cease to be outstanding for any shares for which the Stock Option has not been exercised. C. RESTRICTED STOCK AWARDS. In the event of the death or disability (within the meaning of Section 22(e) of the Internal Revenue Code) or retirement of a Participant, all employment period and other restrictions applicable to Restricted Stock Awards then held by him or her shall lapse, and such Awards shall become fully nonforfeitable. Subject to Articles X and XIV, in the event of a Participant's termination of employment for any other reason, any Restricted Stock Awards as to which the employment period or other restrictions have not been satisfied shall be forfeited. ARTICLE XI TRANSFERABILITY OF STOCK OPTIONS During the lifetime of the Optionee, Incentive Stock Options shall be exercisable only by the Optionee and shall not be assignable or transferable. In the event of the Optionee's death prior to the end of the Term, any Stock Option may be exercised by the personal representative of the Optionee's estate, or by the person(s) to whom the option is transferred pursuant to the Optionee's will or in accordance with the laws of descent and distribution. Upon the prior written consent of the Board and subject to any conditions associated with such consent, a Non- 11 Statutory Option may be assigned in whole or in part during the Optionee's lifetime to one or more members of the Optionee's immediate family (as that term is defined in Rule 16a-1(e) of the Exchange Act) or to a trust established exclusively for one or more such family members. In addition, the Board, in its sole discretion, may allow a Non-Statutory Option to be assigned in other circumstances deemed appropriate. The terms applicable to the assigned portion shall be the same as those in effect for the Stock Option immediately prior to such assignment and shall be set forth in such documents issued to the assignee as the Committee may deem appropriate. Notwithstanding any assignment or transfer of a Stock Option, in no event may any Stock Option remain exercisable after the expiration of the Term of the Stock Option. ARTICLE XII STOCKHOLDER RIGHTS The holder of a Stock Option shall have no stockholder rights with respect to the shares subject to the Stock Option until such person shall have exercised the Stock Option, paid the Option Price and become a holder of record of the purchased shares of Common Stock. ARTICLE XIII ACCELERATION OF VESTING The Committee may, at any time in its sole discretion, accelerate the vesting of any Award made pursuant to this Plan by giving written notice to the Participant. Upon receipt of such notice, the Participant and the Company shall amend the agreement relating to the Award to reflect the new vesting schedule. The acceleration of the exercise period of an Award shall not affect the expiration date of such Award. ARTICLE XIV CHANGE IN CONTROL In the event of a Change in Control of the Company, all Awards outstanding under the Plan as of the day before the consummation of such Change in Control shall automatically accelerate for all purposes under this Plan so that each Stock Option shall become fully exercisable with respect to the total number of shares subject to such Stock Option and may be exercised for any or all of those shares as fully-vested shares of Common Stock as of such date, without regard to the conditions expressed in the agreements relating to such Stock Option, and the restrictions on each Restricted Stock Award shall lapse and such shares of Restricted Stock shall no longer be subject to forfeiture. 12 ARTICLE XV CANCELLATION AND REGRANT OF OPTIONS The Committee shall have the authority, at any and from time to time, with the consent of the affected Optionees, to effect the cancellation of any or all outstanding Stock Options and/or any Restricted Stock Awards and grant in substitution new Stock Options and/or Restricted Stock Awards covering the same or different number of shares of Common Stock. In the case of such a regrant of a Stock Option, the Option Price shall be set in accordance with Article VII on the new Date of Grant. ARTICLE XVI FINANCING The Committee may, in its sole discretion, authorize the Company to make a loan to a Participant in connection with the exercise of a Stock Option, and may authorize the Company to arrange or guaranty loans to a Participant by a third party in connection with the exercise of a Stock Option. ARTICLE XVII TAX WITHHOLDING A. TAX WITHHOLDING. The Company's obligation to deliver shares of Common Stock upon the exercise of Stock Options under the Plan shall be subject to the satisfaction of all applicable federal, state and local income and employment tax withholding requirements. B. SURRENDER OF SHARES. The Committee may, in its discretion, provide any or all holders of Non-Statutory Options under the Discretionary Stock Option Grant Program with the right to use shares of Common Stock in satisfaction of all or part of the taxes incurred by such holders in connection with the exercise of such Stock Options. Such right may be provided to any such holder in either or both of the following formats: 1. The election to have the Company withhold, from the shares of Common Stock otherwise issuable upon the exercise of such Non-Statutory Option, a portion of those shares with an aggregate Fair Market Value less than or equal to the amount of taxes due as designated by such holder; or 2. The election to deliver to the Company, at the time the Non-Statutory Option is exercised, one or more shares of Common Stock previously acquired by such holder with an aggregate Fair Market Value less than or equal to the amount of taxes due as designated by such holder. 13 ARTICLE XVIII EFFECTIVE DATE AND TERM OF THE PLAN This Plan shall become effective on the Plan Effective Date. This Plan shall terminate upon the earliest of (i) ten (10) years after the Plan Effective Date or (ii) the termination of all outstanding Awards in connection with a Change in Control. Upon such plan termination, all outstanding Awards shall thereafter continue to have force and effect in accordance with the provisions of the documents evidencing such Awards. ARTICLE XIX AMENDMENT OF THE PLAN A. The Incentive Plan Committee shall have complete and exclusive power and authority to amend or modify the Plan in any or all respects, unless stockholder approval of such amendments or modifications is required under applicable law. No such amendment or modification shall adversely affect the rights and obligations with respect to Awards outstanding under the Plan at the time of such amendment or modification, unless the Participant consents to such amendment or modification. B. Stock Options in excess of the number of shares of Common Stock then available for issuance may be granted under this Plan, provided any excess shares actually issued under this Plan shall be held in escrow until such further action, necessary to approve a sufficient increase in the number of shares available for issuance under the Plan, is taken. If such further action is not obtained within 12 months after the date the first such excess issuances are made, then (i) any unexercised options granted on the basis of such excess shares shall terminate and cease to be outstanding, and (ii) the Company shall promptly refund to the Optionees the exercise price paid for any excess shares issued under the Plan and held in escrow, together with interest for the period the shares were held in escrow, and such shares shall thereupon be automatically cancelled and cease to be outstanding. If stockholder approval of a sufficient increase in the number of shares subject to the Plan does not occur within 12 months of the grant of any Stock Option intended to be an Incentive Stock Option which is granted pursuant to this Article XIX.B, such Stock Option shall be deemed to be a Non-Statutory Option. ARTICLE XX REGULATORY APPROVALS The implementation of the Plan, the granting of any Award under the Plan and the issuance of any shares of Common Stock under any Award shall be subject to the Company's procurement of all approvals and permits required by regulatory authorities having jurisdiction over the Plan, the Awards granted pursuant to the Plan and the shares of Common Stock issued pursuant to any Award under the Plan. No Stock Option shall be exercisable, no shares of Common Stock or other assets shall be issued or delivered under the Plan, and no transfer of any Non-Statutory Option shall be approved by the Committee, unless and until there shall have been compliance with (i) all applicable requirements of Federal and state securities laws, if applicable, 14 including the filing and effectiveness of a registration statement on Form S-8 under the Securities Act of 1933, as amended, covering the shares of Common Stock issuable under the Plan, and (ii) all applicable listing requirements of any stock exchange or securities market on which the shares of Common Stock are listed or traded. ARTICLE XXI NO EMPLOYMENT/SERVICE RIGHTS Nothing in this Plan shall confer upon any Participant any right to continue in service for any period or specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Subsidiary employing or retaining such person) or of the Participant, which rights are hereby expressly reserved by each, to terminate such person's service at any time for any reason, with or without Cause. EX-4 3 EXHIBIT 4.2 - PERLES OPTION AGREEMENT MEMORANDUM To: Steve Perles From: John Antenucci President, ISIS Date: June 15, 1999 RE: Reconciliation of Accounts Payable Steve: What follows is an approach to resolve the accounts payable issues between ISIS and you. If you agree with the approach, please let me know and I will have Gary Murphy and Fred Beisser develop the necessary documents. BASIS Account payable (6/3/99) $117,651.11 Accounts paid (6/7/99) 20,000.00 Balance Due 97,651.11 REPAYMENT PLAN 1) ISIS will issue 375,580 registered shares priced at $.26 (value on the date of our discussion) within 60 days. 2) ISIS will issue a put of up to 19,200 shares per month at $.26 or up to $4,999.80/month. Puts will be exerciseable on the 15th of each month, beginning August 15, 1999. 3) ISIS will draw a demand note to be executed as a contingency should ISIS fail to provide timely repurchase of a stock put to the Company. 4) Should ISIS default/1/ on the monthly payment, all puts will be accelerated and immediately exerciseable. 5) Should ISIS subsequently default on the repurchase of all stock under the acceleration of the puts, you may call the demand note. The exercise of the demand note will nullify the put agreement. 6) Should you not exercise a put during any given month, the put shall expire. 7) ISIS will have the right to call any put, not expired, at any time up to its exercise date at its exercise price. I have tried to provide a payment schedule that covers the A/P as it existed when we talked; while at the same time preserving the opportunity for you to benefit from the upside should the stock move in that direction. The call will give ISIS an opportunity to eliminate the puts should its fortune change - while making you "whole" for those shares. Should you have any questions, please call me or contact me by e-mail at jantenucci@PlanGraphics .com. - -------------------- /1/ Default to be defined following written notice of failure to make any payment within 30 days of the put. EX-4 4 EXHIBIT 4.3 - O'CONNOR OPTION AGREEMENT June 30, 1999 Mr. Tim O'Connor Attorney at Law 7730 East Belleview, Suite 102 Englewood, Colorado 80111 Dear Tim: This letter will follow up our telephone discussions regarding the invoice from your firm for professional legal services rendered to Integrated Spatial Information Solutions, Inc. ("Company"). This letter will set forth the terms of our agreement regarding payment to your firm for such professional services. The most recent invoice from your firm shows a balance due, excluding interest charges, of $13,336.35. We have agreed that the Company will compensate your firm and pay the invoice by paying you a cash portion equal to $6,668.17 in four monthly installments beginning July 15, 1999 and by providing you with the option to acquire 25,106 shares of the Company's common stock. You have the option ("Option") to apply the invoice amount to acquire the common stock at the price of $.2656 per share, which was the per share market price on the date we reached our agreement. The Option to acquire common stock of the Company is not transferable. Any common stock issued upon the exercise of such Option will be issued in your name. You have elected to exercise the Option. In order to permit the subsequent sale of the common stock you acquire by your exercise of the Option, the Company will promptly prepare and file a registration statement with the U.S. Securities and Exchange Commission ("SEC") to register share of its common stock, including the share that will be issued to you. The Company will seek to obtain an effective date for the registration statement as soon as permitted by the Staff of the SEC. Mr. Tim O'Connor June 30, 1999 Page Two When the registration statement is declared effective, the Company will also issue to you a promissory note to be used as security for the timely payment of Puts that you may exercise. The promissory note will be substantially in the form included with this letter. If the Company does not pay you as agreed for a Put you have exercised, you have the right to declare that all Puts will be accelerated and immediately exercisable. If the Company defaults on the payment of Puts under your right to acceleration of the Puts, you may make demand for payment under the promissory note. The exercise of the demand promissory note will cause all Puts to be void. Beginning thirty (30) days after the registration statement is declared effective by the SEC, you will have the right to require the Company to repurchase up to 6,276.50 shares of the Option common stock each month at the price of $.2656 per share, or up to $1,667.04 per month. (The right to require repurchase is called a "Put"). You may exercise one Put per month on the 15th of each month, with five (5) business days notice to the Company. The Company must pay the Put by the later of the 20th of the month or the date the Company receives the properly endorsed certificates for the Put shares. Each respective Put shall expire on the 15th of the month if not exercised. The balance of the promissory note will be reduced by the corresponding amount of any Put that is exercised or that expires. If this letter correctly sets forth the terms of our agreement, please sign below and return a signed copy to me. Sincerely, /s/JOHN C. ANTENUCCI John C. Antenucci President of ISIS JCA/bp /s/ TIM O'CONNOR June 30, 1999 - ----------------------------------------------------- Tim O'Connor Date EX-4 5 EXHIBIT 4.5 - FLEGEL ENGAGEMENT LETTER June 18, 1999 Mr. Fred Flegel Managing Partner Lopata, Flegel & Company 500 Washington Avenue Suite 1204 St. Louis, MO 63101 RE: Integrated Spatial Information Solutions, Inc. (ISIS) Dear Fred: As a follow-up to our discussion, I have prepared the following engagement letter. This engagement letter is between Integrated Spatial Information Solutions, a Colorado Corporation, (hereafter "ISIS") and Lopata, Flegel & Company (hereafter "LFC"). The engagement encompasses situations where ISIS would be a "buyer" or where ISIS would be part of a "roll-up" situation. This engagement letter is limited to services directed to those firms specifically referenced in Attachment A (hereafter "the listed transactions"), which may, from time to time be amended with the advance written approval of ISIS. Subject to your agreement and notification of approval by the ISIS Board of Directors, you are authorized to act on your behalf of ISIS in an advisory capacity with respect to the listed transactions. In an advisory capacity, you would neither be a principal or an agent of ISIS. Your objective is to assist ISIS in the completion of one or more of the above transactions. As you indicated to me, you are aware of various possible acquisition situations referenced previously as Attachment A. You will coordinate those contacts and discussions through me or a designated representative of ISIS and examine the suitability of these various situations to ISIS. An advisory fee will be earned upon the successful completion of a transaction. This fee will be as follows based upon the following type of transaction: - ISIS as buyer, seller or in a roll-up: 5% of the first two million dollars of total consideration, 4% of the second two million dollars of total consideration, 3% of the third two million dollars of total consideration, 2% of the fourth two million dollars of total consideration, and 1% of the remainder of total consideration. For purposes of this agreement, total consideration is defined as all cash, stock, notes, earnouts, all deferred payouts and any additional considerations received by ISIS intended to convey value to both ISIS and its shareholders. - Reverse merger transaction whereby a Company mergers into ISIS: A valuation of the value of the transaction shall be mutually agreed to between our ISIS and LFC. The same fee agreement, as indicated above, shall apply. ISIS will provide a non-refundable retainer of $4,500 in cash paid over 3 months and 60,000 in shares paid 90 days after the initiation of the assignment, plus reasonable travel expenses pre-approved by ISIS. The retainer will be credited toward the contingent fee at closing of first of any transaction successfully completed. In the course of this engagement, certain trade secrets will be divulged to LFC. Such trade secrets include, but are not limited to, proprietary data, products, and marketing techniques of ISIS and its subsidiaries, the identity of and information concerning customers and prospective customers, acquisition strategies and candidates, investment and financial resources available to assist in the merger, and acquisition of targets. The confidentiality of these trade secrets is critical to the success of ISIS and LFC shall not, directly or indirectly, use, disseminate, or disclose for any purposes other than for the purposes of the ISIS' business, any of the ISIS confidential information or trade secrets, unless such disclosure is compelled in a judicial proceeding. Fred, we look forward to your assistance. I trust this agreement will be acceptable. Sincerely, /s/JOHN C. ANTENUCCI John C. Antenucci President and CEO JCA/bp The above terms are agreed to and accepted by us. /s/ FRED S. FLEGEL Date: 6/21/99 - ---------------------------------- ----------------------- Mr. Fred S. Flegel EX-5 6 EXHIBIT 5.1 - OPINION & CONSENT September 7, 1999 Board of Directors Integrated Spatial Information Solutions, Inc. 112 East Main Street Frankfort, KY 40601 Re: Ladies and Gentlemen: We have acted as counsel to Integrated Spatial Information Solutions, Inc., a Colorado corporation, (the "Company") in connection with the registration pursuant to a Registration Statement on Form S-8 (the "Registration Statement") of 5,146,204 shares of the Company's common stock, no par value per share (the "Common Stock"), issuable upon exercise of options or awards that have been or may be granted under the Company's Equity Compensation Plan (the "Plan"), the Agreement for Services by and Between the Company and Gary S. Murray, the Option Agreement by and between the Company and Timothy J. O'Connor, and the Option Agreement by and between the Company and Steven Perles. This opinion is delivered to you pursuant to Item 601 (b)(5) of Regulation S-K under the Securities Act of 1933, as amended. With your permission, all assumptions and statement of reliance herein have been made without independent investigation or verification on our part except to the extent otherwise expressly stated, and we express no opinion with respect to the subject matter or accuracy of such assumptions or items relied upon. In connection with this opinion, we have (i) investigated such questions of law, (ii) examined originals or certified, conformed or reproduction copies of such agreements, instruments, documents and records of the Company, (iii) examined such certificates of public officials, officers or other representatives of the Company, and other persons, and such other documents, and (iv) reviewed such information from officers and representatives of the Company and others as we have deemed necessary or appropriate for the purposes of this opinion. In all such examinations, we have assumed the legal capacity of all natural persons executing documents (other than the capacity of officers of the Company executing documents in such capacity), the genuineness of all signatures on original or certified copies, and the conformity to original or certified documents of all copies submitted to us as conformed or reproduction copies. As to various questions of fact relevant to the opinion expressed herein, we have relied upon and assumed the accuracy of, certificates and oral or written statements and other information of or from public officials, officers or other representatives of the Company, and other persons Based upon the foregoing, and subject to the limitations set forth herein, we are of the opinion that the Shares, when issued and paid for in accordance with the Plan and any agreement applicable to the Shares, will be validly issued, fully paid, and non-assessable. The opinion expressed herein is limited to federal laws and the laws of Colorado. We assume no obligation to supplement this letter if any applicable laws change after the date hereof or if we become aware of any facts that may change the opinion expressed herein after the date hereof. The opinion expressed herein is solely for your benefit and may not be relied upon in any manner or for any purpose by any other person and may not be quoted in whole or in part without our prior written consent. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement on Form S-8 relating to the registration of the Shares, as amended from time to time, as the attorneys who will pass upon legal matters in connection with the issuance of the Shares, and to the filing of this opinion as an exhibit to the aforesaid Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended or the rules of the Securities and Exchange Commission. Very truly yours, /s/ Davis, Graham & Stubbs LLP DAVIS, GRAHAM & STUBBS LLP -2- EX-23 7 EXHIBIT 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS INTEGRATED SPATIAL INFORMATION SOLUTIONS, INC. GOLDEN, COLORADO We hereby consent to the incorporation by reference in this Registration Statement of Integrated Spatial Information Solutions, Inc. on Form S-8 of our report dated December 20 1998 relating to the consolidated financial statements of Integrated Spatial Information Solutions, Inc. appearing in the Integrated Spatial Information Solutions, Inc. Annual Report on Form 10-KSB for the year ended September 30, 1998. /s/ BDO Seidman, LLP BDO Seidman, LLP Denver, Colorado September 1, 1999 -3- -----END PRIVACY-ENHANCED MESSAGE-----