-----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, Ivy9boqzR1UHOtEhoAi+aj/U/OZEKy0nCo/842VtYg29m/3tV3rGFteOzRS93CnY Yc+rnZQ0vUsfSP6LRw2qHg== 0000932384-99-000266.txt : 19991018 0000932384-99-000266.hdr.sgml : 19991018 ACCESSION NUMBER: 0000932384-99-000266 CONFORMED SUBMISSION TYPE: S-2/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19991013 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-2/A SEC ACT: SEC FILE NUMBER: 333-39775 FILM NUMBER: 99727705 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-2/A 1 FORM S-2/A-7 ON FORM S-3 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 13, 1999 REGISTRATION NO. 333-39775 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------- AMENDMENT NO. 7 ON FORM S-2 TO REGISTRATION STATEMENT ON FORM S-3 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 Identification Number) incorporation or organization) 1597 COLE BOULEVARD GOLDEN, COLORADO 80401 (303) 274-8708 (Address and Telephone Number of Registrant's Principal Executive Office) -------------------------- FREDERICK G. BEISSER, SECRETARY 1597 COLE BOULEVARD GOLDEN, COLORADO 80401 (303) 274-8708 (Name, Address and Telephone Number of Agent for Service) With Copies To: LESTER R. WOODWARD, ESQ. DAVIS, GRAHAM & STUBBS LLP 370 SEVENTEENTH STREET, SUITE 4700 DENVER, COLORADO 80202 (303) 892-9400 -------------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to time after the effective date of this Registration Statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.|_| If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. |X| If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |X| 333-39775 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_| If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. |_| -------------------------- CALCULATION OF REGISTRATION FEE
============================================================================================================ Proposed Proposed Shares maximum maximum Title of each class of to be offering price aggregate Amount of securities to be registered (1) registered(2) per share(3) offering price registration fee(3) - ------------------------------------------------------------------------------------------------------------ Common Stock, no par value per share 200,000 shares $ .235 $47,000.00 $13.06 ============================================================================================================
(1) Issued pursuant to a Settlement Agreement by and between Xcel Associates, Inc. and Integrated Spatial Information Solutions, Inc. dated as of September 22, 1999. (2) Pursuant to Rule 416 of the Securities Act of 1933, this registration statement also covers such indeterminate number of shares of Integrated Spatial Information Solutions, Inc. common stock as may be issued as a result of stock dividends, stock splits or similar transactions prior to the termination of this registration statement. (3) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and based upon the average of the high and low sales prices of the common stock as reported on the OTC Bulletin Board on October 12, 1999. -------------------------- THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. -2- EXPLANATORY NOTE This registration statement is being filed being filed pursuant to Rule 462(b) under the Securities Act of 1933 ("Rule 462(b)") and includes the registration statement facing page, this page, the signature pages, an exhibit index, an accountants' consent and an opinion of counsel. Pursuant to Rule 462(b), the contents of the registration statement on Form S-3 (File No. 333-39775) of the registrant, including the exhibits thereto (the "Initial Registration Statement"), are incorporated by reference into this registration statement. This registration statement covers the registration of an additional sale by the registrant of an aggregate of $47,000 gross proceeds of common stock for sale by certain stockholders of the registrant in the offering referred to in the Initial Registration Statement. INCORPORATION OF INFORMATION BY REFERENCE We incorporate by reference the following documents that we have filed with the Securities and Exchange Commission under the Exchange Act: o Our Annual Report on Form 10-KSB for the fiscal year ended September 30, 1999. o Our Quarterly Report on Form 10-QSB for the period ended June 30, 1999. o Our Quarterly Report on Form 10-QSB for the period ended March 31, 1999. o Our Quarterly Report on Form 10-QSB for the period ended December 31, 1998. o Our report on Form 8-K filed on July 13, 1999. o Our Definitive Proxy Statement filed on August 4, 1999. You should consider all documents that we file pursuant to sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this document and prior to the consummation of sales of our common stock pursuant to this registration statement to be incorporated by reference in this document. You should consider any statement contained in this document or incorporated or considered to be incorporated by reference in this document to be modified or superseded for purposes of this document to the extent that a statement contained in a subsequently filed document that also is or is considered to be incorporated by reference in this document modifies or supersedes this statement. You should not consider any statement modified or superseded in this manner except as so modified or superseded, to constitute a part of this document. We will provide without charge to each person whom this document is delivered, upon written or oral request of that person, a copy of any and all information that has been incorporated by reference in this document (excluding exhibits unless exhibits are specifically incorporated by reference in the requested documents). Please direct such requests to Frederick G. Beisser, Integrated Spatial Information Solutions, Inc., 1597 Cole Boulevard, Golden, CO 80401, (303) 638 4291. -3- 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-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Golden, Colorado on the 13 day of October, 1999. INTEGRATED SPATIAL INFORMATION SOLUTIONS, INC. By: /S/ FREDERICK G. BEISSER ---------------------------------------------- Frederick G. Beisser Secretary Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURES TITLE DATE * - -------------------------------- President, Chief Executive Officer and October 13, 1999 John C. Antenucci Director (Principal Executive Officer) /S/ FREDERICK G. BEISSER - -------------------------------- Vice President Finance and October 13, 1999 Frederick G. Beisser Administration, Secretary and Treasurer, Director (Principal Financial and Accounting Officer) * - -------------------------------- Director October 13, 1999 Jeanne M. Andersen * - -------------------------------- Director October 13, 1999 Raymund O'Mara * - -------------------------------- Director October 13, 1999 J. Gary Reed
/S/ FREDERICK G. BEISSER - -------------------------------- *Frederick G. Beisser, Attorney-In-Fact -4- EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION OF EXHIBITS 4.1* Form of Warrant Certificate to Edward T. Whelan to acquire 30,000 shares with an exercise price of $1.00 per share 4.2* Form of Warrant Certificate to Edward T. Whelan to acquire 20,000 shares with an exercise price of $1.50 per share 5.1* Opinion of Davis, Graham & Stubbs LLP (including consent) 10.1* Settlement Agreement by and between Xcel Associates, Inc. and Integrated Spatial Information Solutions, Inc., dated as of September 22, 1999. 23.1* Consent of BDO Seidman, LLP - ------------------ * Filed herewith -5- EX-4 2 EXHIBIT 4.1 WARRANT CERTIFICATE EXHIBIT 4.1 WARRANT CERTIFICATE 1. A warrant (the "Warrant") to acquire 30,000 shares (hereinafter referred to as "Shares") of the no par value Common Stock of Integrated Spatial Information Solutions, Inc. (the "Company") is hereby granted to; EDWARD T. WHELAN (hereinafter referred to as the "Holder"), -------------------------- (Name of warrant holder) C/O Xcel Associates, Inc. 224 Middle Road, 2nd Floor HAZLET, NJ 07730 -------------------------- (Street, city, state and zip code) subject in all respects to the terms and conditions as are set forth herein, and in the Settlement Agreement by and between Xcel Associates, Inc. and the Company dated as of September 22, 1999. 2. Certificates for the shares of Common Stock acquired upon exercise of this Warrant Certificate (the "Warrant Certificate") will be delivered to the Holder by the Company at the Company's expense within a reasonable time after this Warrant Certificate has been so exercised. Each stock certificate so delivered will be in such denominations of Common Stock as may be requested by the Holder and will be registered in the name of the Holder. 3. All shares of Common Stock issued upon exercise of this warrant will, upon issuance, be duly authorized, validly issued, fully-paid and nonassessable and free from all preemptive rights of any shareholder and free of all taxes, liens and charges with respect to the issue thereof. The Company will at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the exercise of this Warrant Certificate, such number of its shares of Common Stock as from time to time are sufficient to effect the full exercise of this Warrant Certificate. The Company will take all such action as may be necessary to assure that such securities may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which the Common Stock may be listed. 4. The Warrant exercise price as determined by the Board of Directors of the Company (the "Board") is $1.00 per share (the "Exercise Price"). 5. This Warrant Certificate is nonassignable and nontransferable. 6. This Warrant Certificate may not be exercised after October 3, 2004 and may be exercised in whole or in part at any time during such term, in accordance with the terms and conditions set forth herein. 7. The Warrant Certificate may be exercised, in whole or in part, by delivering to the Treasurer of the Company: 7.1. An exercise notice, substantially in the form attached, specifying the number of Shares to be purchased; and 7.2. Full payment of the Exercise Price for the underlying shares to be purchased, in the form of a written cancellation by Holder of accounts payable by the Company to Holder. 8. The Holder, by acceptance hereof, agrees that this Warrant Certificate and the Shares to be issued upon exercise hereof are being acquired for investment and that it will not offer, sell or otherwise dispose of this Warrant Certificate or any Shares to be issued upon exercise hereof unless pursuant to the registration of such resale or an exemption therefrom under the Securities Act of 1933, as amended (the "Act"). Upon exercise of this Warrant Certificate, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the Shares so purchased are being acquired for investment and not with a view toward distribution or resale unless pursuant to the registration of such resale or an exemption therefrom under the Act. This Warrant Certificate and all Shares issued upon exercise of this Warrant Certificate (unless registered under the Act) shall be stamped or imprinted with a legend substantially in the following form: THE WARRANTS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. THE WARRANTS MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. 9. Subject to the provisions of Section 7, this Warrant Certificate is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company, for other warrants of different denominations, entitling the Holder or Holders thereof to purchase in the aggregate the same number of Shares purchasable hereunder at the same exercise price set forth hereunder. Upon surrender of this Warrant Certificate to the Company with funds sufficient to pay any transfer tax, the Company shall, without charge, execute and deliver a new Warrant Certificate in the name of the assignee designated in writing to the Company by Holder and this Warrant Certificate shall promptly be canceled. 10. Governing Law. This Agreement will be construed and enforced in accordance with, and the rights of the parties will be governed by, the laws of the State of Colorado without regard to conflict of laws principals. 11. Submission of Warrant. This Warrant Certificate may be submitted to the Company's administrative office at 1597 Cole Boulevard, Suite 300B, Golden, CO 80401. Issue Date: October 4, 1999 Integrated Spatial Information Solutions, Inc. --------------------------------------------- By: Frederick G. Beisser Vice President Finance & Administration and Secretary WARRANT EXERCISE NOTICE The undersigned hereby notifies Integrated Spatial Information Solutions, Inc. (the "Company") of its election to exercise its warrant to purchase __________ shares of Company Common Stock. The undersigned agrees with all the provisions of the Warrant Certificate dated ______________. ----------------------------------- Edward T. Whelan ACKNOWLEDGEMENT The undersigned Holder acknowledges the receipt of the Warrant Certificate for purchase of 20,000 shares of common stock of Integrated Spatial Information Solutions, Inc. dated October 4, 1999, and represents to Integrated Spatial Information Solutions, Inc. that the Holder understands the terms and conditions set forth therein and accepts the same. Edward T. Whelan By:---------------------------------- (Signature of Holder) C/O Xcel Associates, Inc. 224 Middle Road, 2nd Floor HAZLET, NJ 07730 ----------------------------- (city, state and zip code) EX-4 3 EXHIBIT 4.2 WARRANT CERTIFICATE EXHIBIT 4.2 WARRANT CERTIFICATE 1. A warrant (the "Warrant") to acquire 20,000 shares (hereinafter referred to as "Shares") of the no par value Common Stock of Integrated Spatial Information Solutions, Inc. (the "Company") is hereby granted to; EDWARD T. WHELAN (hereinafter referred to as the "Holder"), -------------------------- (Name of warrant holder) C/O Xcel Associates, Inc. 224 Middle Road, 2nd Floor HAZLET, NJ 07730 -------------------------- (Street, city, state and zip code) subject in all respects to the terms and conditions as are set forth herein, and in the Settlement Agreement by and between Xcel Associates, Inc. and the Company dated as of September 22, 1999. 2. Certificates for the shares of Common Stock acquired upon exercise of this Warrant Certificate (the "Warrant Certificate") will be delivered to the Holder by the Company at the Company's expense within a reasonable time after this Warrant Certificate has been so exercised. Each stock certificate so delivered will be in such denominations of Common Stock as may be requested by the Holder and will be registered in the name of the Holder. 3. All shares of Common Stock issued upon exercise of this warrant will, upon issuance, be duly authorized, validly issued, fully-paid and nonassessable and free from all preemptive rights of any shareholder and free of all taxes, liens and charges with respect to the issue thereof. The Company will at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the exercise of this Warrant Certificate, such number of its shares of Common Stock as from time to time are sufficient to effect the full exercise of this Warrant Certificate. The Company will take all such action as may be necessary to assure that such securities may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which the Common Stock may be listed. 4. The Warrant exercise price as determined by the Board of Directors of the Company (the "Board") is $1.50 per share (the "Exercise Price"). 5. This Warrant Certificate is nonassignable and nontransferable. 6. This Warrant Certificate may not be exercised after October 3, 2004 and may be exercised in whole or in part at any time during such term, in accordance with the terms and conditions set forth herein. 7. The Warrant Certificate may be exercised, in whole or in part, by delivering to the Treasurer of the Company: 7.1. An exercise notice, substantially in the form attached, specifying the number of Shares to be purchased; and 7.2. Full payment of the Exercise Price for the underlying shares to be purchased, in the form of a written cancellation by Holder of accounts payable by the Company to Holder. 8. The Holder, by acceptance hereof, agrees that this Warrant Certificate and the Shares to be issued upon exercise hereof are being acquired for investment and that it will not offer, sell or otherwise dispose of this Warrant Certificate or any Shares to be issued upon exercise hereof unless pursuant to the registration of such resale or an exemption therefrom under the Securities Act of 1933, as amended (the "Act"). Upon exercise of this Warrant Certificate, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the Shares so purchased are being acquired for investment and not with a view toward distribution or resale unless pursuant to the registration of such resale or an exemption therefrom under the Act. This Warrant Certificate and all Shares issued upon exercise of this Warrant Certificate (unless registered under the Act) shall be stamped or imprinted with a legend substantially in the following form: THE WARRANTS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. THE WARRANTS MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. 9. Subject to the provisions of Section 7, this Warrant Certificate is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company, for other warrants of different denominations, entitling the Holder or Holders thereof to purchase in the aggregate the same number of Shares purchasable hereunder at the same exercise price set forth hereunder. Upon surrender of this Warrant Certificate to the Company with funds sufficient to pay any transfer tax, the Company shall, without charge, execute and deliver a new Warrant Certificate in the name of the assignee designated in writing to the Company by Holder and this Warrant Certificate shall promptly be canceled. 10. Governing Law. This Agreement will be construed and enforced in accordance with, and the rights of the parties will be governed by, the laws of the State of Colorado without regard to conflict of laws principals. 11. Submission of Warrant. This Warrant Certificate may be submitted to the Company's administrative office at 1597 Cole Boulevard, Suite 300B, Golden, CO 80401. Issue Date: October 4, 1999 Integrated Spatial Information Solutions, Inc. --------------------------------------------- By: Frederick G. Beisser Vice President Finance & Administration and Secretary WARRANT EXERCISE NOTICE The undersigned hereby notifies Integrated Spatial Information Solutions, Inc. (the "Company") of its election to exercise its warrant to purchase __________ shares of Company Common Stock. The undersigned agrees with all the provisions of the Warrant Certificate dated ______________. ----------------------------------- Edward T. Whelan ACKNOWLEDGEMENT The undersigned Holder acknowledges the receipt of the Warrant Certificate for purchase of 20,000 shares of common stock of Integrated Spatial Information Solutions, Inc. dated October 4, 1999, and represents to Integrated Spatial Information Solutions, Inc. that the Holder understands the terms and conditions set forth therein and accepts the same. Edward T. Whelan By:---------------------------------- (Signature of Holder) C/O Xcel Associates, Inc. 224 Middle Road, 2nd Floor HAZLET, NJ 07730 ----------------------------- (city, state and zip code) EX-5 4 EXHIBIT 5.1 DGS OPINION EXHIBIT 5.1 [Davis, Graham & Stubbs LLP Letterhead] October 13, 1999 Integrated Spatial Information Solutions, Inc. 1597 Cole Boulevard Golden, CO 80401 Re: Form S-2 Relating to Shares of Common Stock Ladies and Gentlemen: We have acted as counsel for Integrated Spatial Information Solutions, Inc., a Delaware corporation (the "Company") in connection with the preparation of a Registration Statement on Form S-2 (the "Registration Statement"), amending a Registration Statement on Form S-3, filed by the Company with the Securities and Exchange Commission. The Registration Statement relates to the registration under the Securities Act of 1933, as amended (the "1933 Act"), of 200,000 shares of the Company's common stock, par value $.01 per share (the "Shares") offered for the account of certain stockholders of the Company. This opinion is delivered pursuant to the requirements of Item 601(b)(5) of Regulation S-K under the 1933 Act. We have examined certain documents, corporate records and other instruments and relied on originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments, have made such inquiries as to questions of fact of officers and representatives of the Company, and have made such examinations of law as we have deemed necessary or appropriate for purposes of giving the opinion expressed below. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as copies. The following opinions are limited solely to the applicable federal law of the United States of America and the General Corporation Law of the State of Delaware. While we are not licensed to practice in the State of Delaware, we have reviewed applicable provisions of the General Corporation Law of Delaware as we have deemed appropriate in connection with the opinions expressed herein. Except as described, we have neither examined nor do we express any opinion with respect to Delaware law. Based upon and subject to the foregoing, we are of the opinion that: 1. The issuance and sale of the Shares, as provided in the Registration Statement, have been duly and validly authorized by all necessary corporate action of the Company. 2. The Shares that have been issued as of the date hereof have been validly issued, fully paid and are non-assessable shares of capital stock of the Company. 3. The Shares that have not been issued as of the date hereof will be, when and if issued, and upon payment therefore, validly issued, fully paid, and non-assessable shares of capital stock of the Company. Integrated Spatial Information Solutions, Inc. October 13, 1999 Page 2 We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. We also consent to the reference to this firm under the heading "Validity of Securities" in the Prospectus included in the Registration Statement as the counsel who will pass upon the validity of the securities. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules of the Securities and Exchange Commission thereunder. Very truly yours, /s/ Davis, Graham & Stubbs LLP DAVIS, GRAHAM & STUBBS LLP EX-10 5 EXHIBIT 10.1 SETTLEMENT AGREEMENT EXHIBIT 10.1 SETTLEMENT AGREEMENT This Settlement Agreement (this "Agreement") is entered into as of September 22, 1999, by and between XCEL ASSOCIATES, INC. ("Xcel") and INTEGRATED SPATIAL INFORMATION SOLUTIONS, INC. f/k/a DCX, INC. ("ISIS"). Each of the foregoing parties are sometimes referred to as a "Party" and collectively as the "Parties." RECITALS A. On or about February 23, 1999, Xcel initiated an arbitration proceeding against ISIS under the auspices of the American Arbitration Association and captioned: XCEL ASSOCIATES, INC. V. INTEGRATED SPATIAL INFORMATION SOLUTIONS, INC. F/N/A DCX, INC., AAA No. 13-181-00175-99 (New York)(the "Arbitration Proceeding"). B. In the Arbitration Proceeding, Xcel sought recovery of approximately $250,000 from ISIS. The Statement of Claim asserted by Xcel alleges claims for: breach of contract; fraudulent inducement; quantum meruit; common law fraud; and damage to business reputation. ISIS answered the Statement of Claim and denied liability. The Arbitration Proceeding is scheduled for hearing on October 4, 1999. C. The Parties wish to enter into this Agreement to resolve all claims, allegations and defenses which they had against each other in the Arbitration Proceeding and arising out of other transactions, communications and other dealings between the Parties to the date of this Agreement. AGREEMENT NOW THEREFORE, in consideration of the foregoing recitals, the mutual promises, covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. SETTLEMENT STOCK AND WARRANTS. ISIS shall promptly: (a) Issue or cause to be issued 150,000 shares of ISIS common stock in the name of Edward T. Whelan (the "Stock"). The Stock will not be registered for issuance under the Securities Act of 1933 (the "1933 Act") and would therefore be "restricted securities" as defined in Rule 144 of the 1933 Act. Within twenty-one (21) days after execution of this Agreement, ISIS shall file an S-3 Registration Statement with the United States Securities and Exchange Commission (the "SEC") registering the Stock for resale by Edward T. Whelan. ISIS shall use its best efforts and good faith to cause the S-3 Registration Statement to become effective and to remain current and effective for a period of at least nine (9) months. The issuance of the Stock shall be in satisfaction of services rendered by Xcel to ISIS and relates to Xcel's contract claims against ISIS. (b) ISIS shall issue or cause to be issued stock purchase warrants in the name of Edward T. Whelan entitling Edward T. Whelan to purchase up to 30,000 shares of ISIS common stock from ISIS for the price of $1.00 per share (together, the "$1.00 Warrants"). The $1.00 Warrants shall expire if not exercised within five (5) years of issuance. Neither the $1.00 Warrants nor the shares of common stock issuable upon exercise of the $1.00 Warrants (the "$1.00 Warrant Shares") will be registered under the 1933 Act. Within twenty-one (21) days after execution of this Agreement, ISIS shall file an S-3 Registration Statement with the SEC registering the $1.00 Warrant Shares for resale by Edward T. Whelan as a selling shareholder. ISIS shall use its best efforts and good faith to cause the S-3 Registration Statement to become effective and to remain current and effective for a period of at least nine (9) months. The issuance of the $1.00 Warrants shall be in further satisfaction of services rendered by Xcel to ISIS and relates to Xcel's contract claims against ISIS. (c) ISIS shall issue or cause to be issued stock warrants in the name of Edward T. Whelan entitling Edward T. Whelan to purchase up to 20,000 shares of ISIS common stock from ISIS for the price of $1.50 per share (together, the "$1.50 Warrants"). The $1.50 Warrants shall expire if not exercised within five (5) years of issuance. Neither the $1.50 Warrants nor the shares of common stock issuable upon exercise of the $1.50 Warrants (the "$1.50 Warrant Shares") will be registered under the 1933 Act. Within twenty-one (21) days after execution of this Agreement, ISIS shall file an S-3 Registration Statement with the SEC registering the $1.50 Warrant Shares for resale by Edward T. Whelan as a selling shareholder. ISIS shall use its best efforts and good faith to cause the S-3 Registration Statement to become effective and to remain current and effective for a period of at least nine (9) months. The issuance of the $1.50 Warrants shall be in further satisfaction of services rendered by Xcel to ISIS and relates to Xcel's contract claims against ISIS. With respect to the issuance of the Stock, the $1.00 Warrants, $1.50 Warrants, $1.00 Warrant Shares and $1.50 Warrant Shares, all stock certificates and warrant certificates representing any such shares of stock or warrants shall bear the following legend: The [shares][warrants] represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), and are "Restricted Securities" as that term is defined in Rule 144 under the Act. The [shares][warrants] may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act or pursuant to an exemption from registration under the Act, the availability of which is to be established to the satisfaction of the Company. The issuance of the Stock, $1.00 Warrants and $1.50 Warrants in the name of Edward T. Whelan has been requested by Xcel. Edward Meyer, Jr. consents to all settlement compensation being issued in the name of Edward T. Whelan. 2. ADDITIONAL STOCK IF REGISTRATION STATEMENT NOT EFFECTIVE. In the event that the S-3 Registration Statement with respect to the Stock, $1.00 Warrants, $1.50 Warrants, $1.00 Warrant Shares and $1.50 Warrant Shares (described in Paragraph 1 above) does not become effective -2- within ninety (90) days of the full execution of this Agreement, then ISIS shall issue or cause to be issued an additional 15,000 shares of ISIS common stock in the name of Edward T. Whelan (the "Additional Stock"). If issued, the Additional Stock will not be registered for issuance under the 1933 Act and would therefore be "restricted securities" as defined in Rule 144 of the 1933 Act. The S-3 Registration Statement (described in Paragraph 1) will include the Additional Stock. The issuance of the Additional Stock shall be in satisfaction of services rendered by Xcel to ISIS and relates to Xcel's contract claims against ISIS. If issued, the stock certificates for the Additional Stock shall bear the restrictive legend set forth in Paragraph 1 above. The issuance of the Additional Stock in the name of Edward T. Whelan has been requested by Xcel. Edward Meyer, Jr. consents to all settlement compensation being issued in the name of Edward T. Whelan. 3. GENERAL RELEASE BY XCEL. Xcel, Edward Meyer, Jr., Edward T. Whelan and their affiliates, including without limitation, Shannon Investments, Inc. and Hazlet Investors, Inc., for themselves and for their successors, heirs, assigns, agents, representatives, officers, directors, shareholders and employees (together, the "Xcel Parties"), hereby completely, unconditionally and forever release, acquit and discharge ISIS and its successors, heirs, assigns, representatives, agents, affiliated entities, employees, attorneys, officers, directors, members, partners and shareholders (the "ISIS Parties"), of and from any and all actions, causes of action, claims, contracts, debts, demands, liabilities, losses and damages of every kind and nature whatsoever, whether known or unknown, including, but not limited to, those which were made, may have been made or could have been made in the Arbitration Proceeding, or which in any manner relate to any and all transactions, communications and other dealings between the Parties prior to the date of this Agreement. ISIS and the ISIS Parties hereby completely, unconditionally and forever release, acquit and discharge Xcel and the Xcel Parties of and from any and all actions, causes of action, claims, contracts, debts, demands, liabilities, losses and damages of every kind and nature whatsoever, whether known or unknown, including, but not limited to, those which were made, may have been made or could have been made in the Arbitration Proceeding, or which in any manner relate to any and all transactions, communications and other dealings between the Parties prior to the date of this Agreement. These releases shall be full general releases. Notwithstanding the foregoing, nothing contained in this Paragraph No. 2 shall constitute a release of the Parties from complying with the terms and conditions of this Agreement. 4. DISMISSAL OF ARBITRATION PROCEEDING. Xcel and ISIS shall promptly dismiss the Arbitration Proceeding, with prejudice. 5. COVENANT NOT TO SUE. Xcel and the Xcel Parties covenant that they will not initiate any lawsuit or proceeding or otherwise assert against ISIS or the ISIS Parties any claim which they have released under this Agreement. ISIS and the ISIS Parties covenant that they will not initiate any lawsuit or proceeding or otherwise assert against Xcel or the Xcel Parties any claim which they have released under this Agreement. 6. DISCHARGE AND SURRENDER. Each Party acknowledges that this Agreement evidences the sole surviving contractual relationship between and among them; and each Party agrees that, -3- except as provided in this Agreement, all existing contracts or agreements, oral or written, known or otherwise existing between or among the Parties are discharged and surrendered. 7. ATTORNEYS' FEES. Each Party shall be responsible for its own attorneys' fees, costs and expenses incurred in connection with the Arbitration Proceeding and the preparation of this Agreement. 8. NO ADMISSION OF LIABILITY. The Parties' agreement to the terms of this Agreement shall in no manner be deemed an admission, express or implied, of: (a) liability by any Party to any other person or entity; (b) any fact, other than the facts set forth in the Recitals to this Agreement; or (c) the merits of the position taken by any Party with respect to any matter. 9. EFFECTUATION OF AGREEMENT. Each Party shall execute any and all documents and to do and perform any and all acts and things necessary or proper to effectuate or further evidence the terms and provisions of this Agreement. 10. NO ASSIGNMENT OF CLAIMS. Each Party represents and warrants to the other that it has not heretofore assigned or transferred, or purported to assign or transfer to any person or entity any claims that it might have against the other. 11. NO THIRD-PARTY BENEFICIARIES. Except as specifically provided in this Agreement, nothing in this Agreement is intended to confer any rights or remedies under or by reason of this Agreement on any persons other than the Parties, nor is anything in this Agreement intended to relieve or discharge the obligation or liability of any third person to any Party, nor shall any provision of this Agreement give any third person any right of subrogation or action over or against any Party. 12. NO ONGOING BUSINESS RELATIONSHIP. Each Party acknowledges that there is no ongoing business relationship between Xcel and ISIS (except as set forth in this Agreement). 13. NON-DISPARAGEMENT. Xcel shall not disparage ISIS to any other person or entity. ISIS shall not disparage Xcel to any other person or entity. Except to the extent required by applicable law (including the securities laws of the United States), neither Party shall discuss or disclose the terms of this Agreement to any other third party. 14. COMPLETE AGREEMENT; MODIFICATION; AND WAIVER. This Agreement constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, representations, warranties and understandings of the Parties. No supplement, modification or amendment of this Agreement shall be binding unless executed in a writing by both Parties. No waiver of any of the provisions of this Agreement shall be deemed or constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the Party making the waiver. 15. REVIEW; REPRESENTATION BY COUNSEL; ETC. Each Party acknowledges and represents that: -4- (a) It has fully and carefully read and considered this Agreement prior to its execution; (b) It has consulted with or has had the opportunity to consult with its attorneys regarding the legal effect and meaning of this Agreement and all terms and conditions hereof, and that it is fully aware of the contents of this Agreement and its legal effect; (c) It has had the opportunity to make whatever investigation or inquiry it deems necessary or appropriate in connection with the subject matter of this Agreement; (d) It is executing this Agreement voluntarily and free from any undue influence, coercion, duress or fraud of any kind; and (e) It is knowingly and voluntarily waiving and releasing all claims against the other Party, except as provided in this Agreement. 16. MISCELLANEOUS PROVISIONS. (a) This Agreement shall be binding upon and shall inure to the benefit of the Parties and the Parties' respective heirs, legal representatives, successors and assigns; (b) If either Party is required to take any action to enforce this Agreement, the prevailing Party shall be entitled to recover all reasonable attorneys' fees and costs from the nonprevailing Party; (c) The paragraph headings used in this Agreement are for purposes of identification only and shall not be considered in construing this Agreement. Furthermore, this Agreement shall be deemed to have been prepared with the full and equal participation of Xcel and ISIS and their respective counsel and shall not be construed by one Party against the other; (d) This Agreement shall be construed and enforced in accordance with the laws of the State of Colorado. In the event of a dispute concerning this Agreement, such dispute shall be submitted to arbitration through the American Arbitration Association in Denver, Colorado; (e) By executing this Agreement, each of the undersigned represents and warrants to the other that each of the undersigned has the full power and authority to enter into and perform this Agreement in accordance with its terms; and (f) This Agreement may be executed in two counterparts, each of which shall constitute an original, and both of which together shall constitute one and the same document. The parties shall accept facsimile signatures as original signatures. IN WITNESS WHEREOF, Xcel and ISIS have executed this Agreement as of the day and year first above written. -5- XCEL ASSOCIATES, INC. ------------------------------------------- By: Its: ------------------------------------------- EDWARD T. WHELAN, individually ------------------------------------------ EDWARD MEYERS, JR., individually INTEGRATED SPATIAL INFORMATION SOLUTIONS, INC. f/k/a DCX, Inc. ------------------------------------------- By: Its: -6- EX-23 6 EXHIBIT 23.1 CONSENT EXHIBIT 23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Integrated Spatial Information Solutions, Inc. Golden, Colorado We hereby consent to the incorporation by reference in the Prospectus constituting a part of this Registration Statement of our report dated December 20, 1998, relating to the financial statements of Integrated Spatial Information Solutions, Inc. appearing in the Company's Annual Report on Form 10-KSB for the year ended September 30, 1998. We also consent to the reference to us under the caption "Experts" in the Prospectus. /s/ BDO Seidman, LLP Denver, Colorado October 13, 1999 -----END PRIVACY-ENHANCED MESSAGE-----