As filed with the Securities and Exchange Commission on October 10, 2001
Registration No. 333-_____.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
________________
@TRACK COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 51-0352879
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number
1155 KAS DRIVE 75081
SUITE 100 (Zip Code)
RICHARDSON, TEXAS
(Address of Principal
Executive Officers)
@TRACK COMMUNICATIONS, INC.
AMENDED & RESTATED 1994 STOCK OPTION PLAN
(Full Title of the Plan)
J. RAYMOND BILBAO
SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
@TRACK COMMUNICATIONS, INC.
1155 KAS DRIVE, SUITE 100
RICHARDSON, TEXAS 75081
(Name and Address of Agent for Service)
(972) 301-2000
(Telephone Number, Including Area Code, of Agent for Service)
________________
Copies to:
STEPHEN L. SAPP
LOCKE LIDDELL & SAPP LLP
2200 ROSS AVENUE, SUITE 2200
DALLAS, TEXAS 75201
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Per Aggregate Amount of
to be registered Registered Share (2) Offering Price (2) Registration Fee
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Common Stock, 4,729,737 (1) $1.15 $5,439,198 $1,360
par value $0.01 per
share
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(1) Represents 4,729,737 additional common shares issuable pursuant to the
@Track Communications, Inc. Amended & Restated 1994 Stock Option Plan for
which a previously filed Registration Statement on Form S-8 is effective.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) based on an average of the high and low bid
quotations for the common shares as reported on the Nasdaq SmallCap Market
on October 4, 2001 of $1.15 per share.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to the Note to Part I of Form S-8, the documents containing the
information required by Part I are not required to be and are not being filed
with the Securities and Exchange Commission. These documents will be sent or
given to participants in the Amended & Restated 1994 Stock Option Plan as
specified by Rule 428(b)(1) of the Securities Act of 1933, as amended. The
registrant shall maintain a file of such documents in accordance with the
provisions of Rule 428. Upon request, the registrant shall furnish to the
Commission or its staff a copy or copies of any or all of the documents included
in such file. These documents and the documents incorporated by reference in
this Registration Statement pursuant to Item 3 of Part II of Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement on Form S-8 is filed in order to register an
additional 4,729,737 shares of common stock, par value $0.01 per share, for
issuance pursuant to our Amended and Restated 1994 Stock Option Plan (the
"Plan"). The common shares registered by this Registration Statement are
additional securities of the same class and relate to the same benefit plan for
which HighwayMaster Communications, Inc. (our previous name) filed a
Registration Statement on Form S-8 (File No. 333-2914), which was previously
filed on March 29, 1996. Pursuant to General Instruction E to Form S-8, except
as supplemented by the information set forth below, the contents of that earlier
Registration Statement (File No. 333-2914), which registered 2,474,463 shares
for issuance under the Plan, are hereby incorporated by reference.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 8. Exhibits
3.1 Restated Certificate of Incorporation of @Track Communications, Inc.
(Incorporated herein by reference to Exhibit 3.1 to our Current
Report on Form 8-K filed with the SEC on June 28, 2001).
3.2 Second Amended and Restated Bylaws of @Track Communications, Inc.
(Incorporated herein by reference to Exhibit 3.2 to our Current
Report on Form 8-K filed with the SEC on June 28, 2001).
4.1 Amended and Restated 1994 Stock Option Plan (Incorporated herein by
reference to Exhibit 10.6 to HighwayMaster Communications, Inc.'s
(our previous name) Registration Statement on Form S-1, as amended,
filed with the SEC, effective June 22, 1995 (File No. 33-91486)).
4.2 Amendment No. 1 to the Amended and Restated 1994 Stock Option Plan
(Incorporated herein by reference to Exhibit A to the proxy
statement contained in our Definitive Schedule 14A filed with the
SEC on April 25, 2000).
4.3 Amendment No. 2 to the Amended and Restated 1994 Stock Option Plan
(Incorporated herein by reference to Appendix F to the proxy
statement contained in our Definitive Schedule 14A filed with the
SEC on May 11, 2001).
* 5 Opinion of Locke Liddell & Sapp LLP regarding the validity of the
securities being registered.
* 23.1 Consent of Locke Liddell & Sapp LLP (included as part of Exhibit 5).
* 23.2 Consent of Arthur Andersen LLP.
* 23.3 Consent of PricewaterhouseCoopers LLP
* 24 Power of Attorney (included on signature page).
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 Richardson, State of Texas, on the 10th day of
October, 2001.
@TRACK COMMUNICATIONS, INC.
By: /s/ Jana A. Bell
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Jana A. Bell, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
blow hereby constitutes and appoints Jana A. Bell and W. Michael Smith, and each
of them, with the full power to act without the other, such person's true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign, execute and file this Registration Statement, and any or
all amendments thereto (including, without limitation, post-effective
amendments,), any subsequent Registration Statements pursuant to Rule 462 of the
Securities Act of 1933, as amended, and any amendments thereto and to fill the
same, with all exhibits and schedules thereto, and other documents in connection
therewith with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing necessary or desirable to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, or any of them, or their substitute or substitutes, may
lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ Jana A. Bell President, Chief Executive Officer October 10, 2001
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Jana A. Bell and Director
/s/ Stephen L. Greaves Director October 5, 2001
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Stephen L. Greaves
/s/ Gerry C. Quinn Director October 5, 2001
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Gerry C. Quinn
/s/ John T. Stupka Director October 5, 2001
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John T. Stupka
/s/ Dr. William P. Osborne Director October 5, 2001
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Dr. William P. Osborne
/s/ Robert Kelly Director October 10, 2001
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Robert Kelly
/s/ Andrew Tillman Director October 10, 2001
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Andrew Tillman
/s/ W. Michael Smith Executive Vice President and Chief Financial Officer October 10, 2001
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W. Michael Smith (Principal Financial Officer)
/s/ Stephen P. Tacke Vice President and Controller October 10, 2001
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Stephen P. Tacke (Principal Accounting Officer)
EXHIBIT INDEX
Exhibit
Number
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3.1 Restated Certificate of Incorporation of @Track Communications,
Inc. (Incorporated herein by reference to Exhibit 3.1 to our
Current Report on Form 8-K filed with the SEC on June 28, 2001).
3.2 Second Amended and Restated Bylaws of @Track Communications, Inc.
(Incorporated herein by reference to Exhibit 3.2 to our Current
Report on Form 8-K filed with the SEC on June 28, 2001).
4.1 Amended and Restated 1994 Stock Option Plan (Incorporated herein
by reference to Exhibit 10.6 to HighwayMaster Communications,
Inc.'s (our previous name) Registration Statement on Form S-1, as
amended, filed with the SEC, effective June 22, 1995 (File No.
33-91486)).
4.2 Amendment No. 1 to the Amended and Restated 1994 Stock Option
Plan (Incorporated herein by reference to Exhibit A to the proxy
statement contained in our Definitive Schedule 14A filed with the
SEC on April 25, 2000).
4.3 Amendment No. 2 to the Amended and Restated 1994 Stock Option
Plan (Incorporated herein by reference to Appendix F to the proxy
statement contained in our Definitive Schedule 14A filed with the
SEC on May 11, 2001).
* 5 Opinion of Locke Liddell & Sapp LLP regarding the validity of the
securities being registered.
* 23.1 Consent of Locke Liddell & Sapp LLP (included as part of Exhibit
5).
* 23.2 Consent of Arthur Andersen LLP.
* 23.3 Consent of PricewaterhouseCoopers LLP
* 24 Power of Attorney (included on signature page).
_______________________
*Filed herewith.