As filed with the Securities and Exchange Commission on June 27, 1997
Registration No.333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HIRSCH INTERNATIONAL CORP.
(Exact name of Registrant as specified in its charter)
DELAWARE 11-2230715
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
200 WIRELESS BOULEVARD
HAUPPAUGE, NEW YORK 11788
(Address of principal executive offices)
HIRSCH INTERNATIONAL CORP. - NON-QUALIFIED STOCK OPTION AGREEMENT
(Full title of the plan)
HENRY ARNBERG
PRESIDENT
HIRSCH INTERNATIONAL CORP.
200 Wireless Boulevard
Hauppauge, New York 11788
(516) 436-7100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
RAYMOND S. EVANS, ESQ.
Ruskin, Moscou, Evans & Faltischek, P.C.
170 Old Country Road
Mineola, New York 11501
(516) 663-6500
(516) 663-6641 (facsimile)
CALCULATION OF REGISTRATION FEE
=================================================================================================================================
Title of each Number of shares Proposed maximum Proposed maximum
class of securities to be offering price aggregate offering Amount of
to be registered registered per share (1) price (1) registration fee (1)
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Class A Common Stock,
$.01 par value (2) 331,250 $16.20 $5,366,250
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60,300 $18.75 $1,130,625
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25,806 $19.50 $503,217
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Total 417,356 $7,000,092 $2121.24
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(1) Estimated solely for the purposes of calculating the registration fee
and based upon the sales prices at which such options may be exercised.
(2) Pursuant to Rule 416(c), there are also being registered additional
shares of Common Stock as may become issuable pursuant to the anti-dilution
provisions of the stock option agreements being registered.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION
In accordance with Rule 428 under the Securities Act of 1933, as amended
(the "Act"), and the Note to Part I of Form S-8, the information required by
this item has been omitted from this Registration Statement.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
In accordance with Rule 428 under the Act and the Note to Part I of Form
S-8, the information required by this item has been omitted from this
Registration Statement.
PROSPECTUS
HIRSCH INTERNATIONAL CORP.
417,356 Shares of Class A Common Stock
--------------------
This Prospectus relates to an offering by Ronald H. Krasnitz, Vice
President and Director of the Company and Martin Krasnitz, Jimmy L. Yates,
Charles Beckey and Lowell Nelson, as selling stockholders ("Selling
Stockholders") of 417,356 shares of Class A Common Stock, par value $.01 per
share (the "Shares"), of Hirsch International Corp. (the "Company") issued or to
be issued upon exercise of options granted to the Selling Stockholders pursuant
to Non-Qualified Stock Option Agreements. The Shares may be sold by the Selling
Stockholders from time to time in transactions on the Nasdaq National Market at
prices then prevailing, or in negotiated transactions at negotiated prices, or a
combination thereof. See "Selling Stockholders" and "Plan of Distribution." The
Company will not receive any proceeds from the shares sold by the Selling
Stockholders.
The Class A Common Stock is traded on the Nasdaq National Market under the
symbol "HRSH." On June 24, 1997, the last closing sale price of the Class A
Common Stock, as reported by Nasdaq, was $22.25 per share.
--------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
--------------------
The date of this Prospectus is June 27, 1997
AVAILABLE INFORMATION
The Company is subject to the information requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information can be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549 and at the Commission's regional offices located at Seven World Trade
Center, 13th Floor, New York, New York 10048 and Northwestern Atrium Center, 500
West Madison Street, Chicago, Illinois 60661. Copies of such material can be
obtained at prescribed rates from the Public Reference Section of the
Commission, 450 Fifth Street, NW, Washington, D.C. 20549. The Company's Common
Stock is quoted on the Nasdaq Stock Market and reports, proxy statements and
other information concerning the Company may also be inspected and copied at the
offices of the Nasdaq Stock Market, Inc., 1735 K Street, NW, Washington, D.C.
20006. The Commission also maintains a Web site that contains reports, proxy
information statements and other information that may be obtained electronically
by using the Commission's Web Site on the Internet at http://www.sec.gov.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents previously filed by the Company with the
Commission are hereby incorporated by reference in this Registration Statement:
(1) The Company's Annual Report on Form 10-K for the year ended January 31,
1997;
(2) The Company's Quarterly Reports on Forms 10-Q and 10-Q/A for the
quarter ended April 30, 1997;
(3) The Company's Current Report on Form 8-K filed with the Commission on
May 30, 1997;
(4) The Company's Proxy Statement dated May 20, 1997; and
(5) The description of the Company's Common Stock contained in the
Company's Registration Statements on Form S-3 (Registration Nos. 333-26539 and
333-28603), as filed with the Commission on June 6, 1997.
(6) The Company's Registration Statements on Form S-3, Registration Nos.
333-26539 and 333-28603, as filed with the Commission on June 6, 1997..
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which removes from registration
all securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
The Company undertakes to provide without charge to each person to whom a
Prospectus is delivered, upon oral or written request of such person, a copy of
any document that has been incorporated in this Prospectus by reference.
Requests for such documents should be directed to the Company at its offices
located at 200 Wireless Boulevard, Hauppauge, New York 11788, telephone number
(516) 436-7100, Attention: Secretary.
SELLING STOCKHOLDERS
The following table sets forth certain information with respect to the
shares of the Company's Class A Common Stock beneficially owned by them as of
June 1, 1997 and being offered hereby by the Selling Stockholders:
Name of Selling Stockholder Beneficially Owned Before Offering(1) Number of Shares Being Registered
Ronald H. Krasnitz 52,014 (2) 165,625
Martin Krasnitz 52,014 (3) 165,625
Jimmy L. Yates 106,507 (4) 60,300
Charles Beckey 10,257 (5) 12,903
Lowell Nelson 10,257 (6) 12,903
----------------------------
(1) A person is deemed to be the beneficial owner of securities that can be
acquired by such person within 60 days from the date hereof upon the exercise of
options.
(2) Includes options to purchase 41,407 shares of Class A Common Stock at
an exercise price of $16.20. Ronald Krasnitz has agreed not to sell or dispose
any of his shares prior to September 30, 1997 pursuant to a lock-up agreement
entered into in connection with the Company's public offering of Class A Common
Stock on June 6, 1997.
(3) Includes options to purchase 41,407 shares of Class A Common Stock at
an exercise price of $16.20. Martin Krasnitz has agreed not to sell or dispose
any of his shares prior to September 30, 1997 pursuant to a lock-up agreement
entered into in connection with the Company's public offering of Class A Common
Stock on June 6, 1997.
(4) Does not include options to purchase 60,300 shares of Class A Common
Stock at an exercise price of $18.75. Jimmy L. Yates has agreed not to sell or
dispose any of his shares prior to September 30, 1997 pursuant to a lock-up
agreement entered into in connection with the Company's public offering of Class
A Common Stock on June 6, 1997.
(5) Includes 10,257 shares of Class A Common Stock held in the name of
Wyandot Disposition, Inc. Does not include options to purchase 12,903 shares of
Class A Common Stock at an exercise price of $19.50. Charles Beckey has agreed
not to sell or dispose any of his shares prior to September 30, 1997 pursuant to
a lock-up agreement entered into in connection with the Company's public
offering of Class A Common Stock on June 6, 1997.
(6) Includes 10,257 shares of Class A Common Stock held in the name of
Wyandot Disposition, Inc. Does not include options to purchase 12,903 shares of
Class A Common Stock at an exercise price of $19.50. Lowell Nelson has agreed
not to sell or dispose any of his shares prior to September 30, 1997 pursuant to
a lock-up agreement entered into in connection with the Company's public
offering of Class A Common Stock on June 6, 1997.
The Selling Stockholders have acquired or will acquire the shares listed
under the caption "Number of Offered" through the exercise of options granted
pursuant to the Company's Non-Qualified Stock Option Agreements.
PLAN OF DISTRIBUTION
The Selling Stockholders may sell the Shares from time to time through
dealers or brokers in transactions on the Nasdaq National Market at prices then
prevailing, or directly to one or more purchasers in negotiated transactions at
negotiated prices, or in a combination thereof. The Selling Stockholders and any
dealers or brokers that participate in such distribution may be deemed
"underwriters" within the meaning of the Securities Act and any commissions or
discounts received by any such dealer or broker may be deemed "underwriting
compensation."
The Selling Stockholders have been advised that they are subject to the
applicable provisions of the Exchange Act.
LEGAL MATTERS
The validity and issuance of the Shares offered hereby will be passed upon
for the Selling Stockholders by Ruskin, Moscou, Evans & Faltischek, P.C.,
Mineola, New York.
EXPERTS
The financial statements incorporated in this Prospectus by reference from
the Company's Annual Report on Form 10-K for the year ended January 31, 1997
have been audited by Deloitte & Touche LLP, independent auditors, as stated in
their report, which is incorporated herein by reference, and has been so
incorporated in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of Delaware
provides for the indemnification of officers and directors under certain
circumstances against expenses incurred in successfully defending against a
claim and authorizes Delaware corporations to indemnify their officers and
directors under certain circumstances against expenses and liabilities incurred
in legal proceedings involving such persons because of their being or having
been an officer or director.
Section 102(b) of the Delaware General Corporation Law permits a
corporation, by so providing in its certificate of incorporation, to eliminate
or limit director's liability to the corporation and its stockholders for
monetary damages arising out of certain alleged breaches of their fiduciary
duty. Section 102(b)(7) provides that no such limitation of liability may affect
a director's liability with respect to any of the following: (i) breaches of the
director's duty of loyalty to the corporation or its stockholders; (ii) acts or
omissions not made in good faith or which involve intentional misconduct of
knowing violations of law; (iii) liability for dividends paid or stock
repurchased or redeemed in violation of the Delaware General Corporation Law; or
(iv) any transaction from which the director derived an improper personal
benefit. Section 102(b)(7) does not authorize any limitation on the ability of
the corporation or its stockholders to obtain injunctive relief, specific
performance or other equitable relief against directors.
Article Ninth of the Company's Certificate of Incorporation provides that a
director shall not be personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director, except: (i) for any
breach of the duty of loyalty; (ii) for acts or omissions not in good faith or
which involve intentional misconduct or knowing violations of law; (iii) for
liability under Section 174 of the Delaware General Corporation Law (relating to
certain unlawful dividends, stock repurchases or stock redemptions); or (iv) for
any transaction from which the director derived any improper personal benefit.
The effect of this provision in the Certificate is to eliminate the rights of
the Company and its stockholders (through stockholders' derivative suits on
behalf of the Company) to recover monetary damages against a director for breach
of the fiduciary duty of care as a director (including breaches resulting from
negligent or grossly negligent behavior) except in certain limited situations.
This provision does not limit or eliminate the rights of the Company or any
stockholder to seek non-monetary relief such as an injunction or rescission in
the event of a breach of a director's duty of care. These provisions will not
alter the liability of directors under federal securities laws.
Article Tenth of the Company's Certificate of Incorporation provides that
all persons who the Company is empowered to indemnify pursuant to the provisions
of Section 145 of the General Corporation Law of the State of Delaware (or any
similar provision or provisions of applicable law at the time in effect), shall
be indemnified by the Company to the full extent permitted thereby. The
foregoing right of indemnification shall not be deemed to be exclusive of any
other rights to which those seeking indemnification may be entitled under any
by-law, agreement, vote of stockholders or disinterested directors or otherwise.
The Company's By-Laws (the "By-Laws") provide that the Company shall
indemnify each director and such of the Company's officers, employees and agents
as the Board of Directors shall determine from time to time to the fullest
extent provided by the laws of the State of Delaware.
The Company currently maintains directors' and officers' liability
insurance coverage for all directors and officers and has entered into
indemnification agreements with its directors and officers.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Company pursuant
to the foregoing provision or otherwise, the Company 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.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed by the Registrant with the
Commission are hereby incorporated by reference in this Registration Statement:
(1) The Company's Annual Report on Form 10-K for the year ended January 31,
1997;
(2) The Company's Quarterly Reports on Form 10-Q and 10-Q/A for the quarter
ended April 30, 1997;
(3) The Company's Current Report on Form 8-K filed with the Commission on
May 30, 1997;
(4) The description of the Company's Common Stock contained in its
Registration Statements on Form S-3 (Registration Nos. 333-26539 and 333-28603),
as filed with the Commission on June 6, 1997;
(5) The Company's Proxy Statement dated May 20, 1997; and
(6) The Company's Registration Statements on Form S-3, Registration Nos.
333-26539 and 333-28603.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") after the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which removes from registration all securities then remaining unsold,
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the Common Stock offered hereby will be passed upon for the
Registrant by the law firm of Ruskin, Moscou, Evans & Faltischek, P.C. Certain
partners of such firm own an aggregate of approximately 5,000 shares of the
Registrant's Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of Delaware
provides for the indemnification of officers and directors under certain
circumstances against expenses incurred in successfully defending against a
claim and authorizes Delaware corporations to indemnify their officers and
directors under certain circumstances against expenses and liabilities incurred
in legal proceedings involving such persons because of their being or having
been an officer or director.
Section 102(b) of the Delaware General Corporation Law permits a
corporation, by so providing in its certificate of incorporation, to eliminate
or limit director's liability to the corporation and its stockholders for
monetary damages arising out of certain alleged breaches of their fiduciary
duty. Section 102(b)(7) provides that no such limitation of liability may affect
a director's liability with respect to any of the following: (i) breaches of the
director's duty of loyalty to the corporation or its stockholders; (ii) acts or
omissions not made in good faith or which involve intentional misconduct of
knowing violations of law; (iii) liability for dividends paid or stock
repurchased or redeemed in violation of the Delaware General Corporation Law; or
(iv) any transaction from which the director derived an improper personal
benefit. Section 102(b)(7) does not authorize any limitation on the ability of
the corporation or its stockholders to obtain injunctive relief, specific
performance or other equitable relief against directors.
Article Ninth of the registrant's Certificate of Incorporation provides
that a director shall not be personally liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except: (i) for any breach of the duty of loyalty; (ii) for acts or omissions
not in good faith or which involve intentional misconduct or knowing violations
of law; (iii) for liability under Section 174 of the Delaware General
Corporation Law (relating to certain unlawful dividends, stock repurchases or
stock redemptions); or (iv) for any transaction from which the director derived
any improper personal benefit. The effect of this provision in the Certificate
is to eliminate the rights of the Registrant and its stockholders (through
stockholders' derivative suits on behalf of the Registrant) to recover monetary
damages against a director for breach of the fiduciary duty of care as a
director (including breaches resulting from negligent or grossly negligent
behavior) except in certain limited situations. This provision does not limit or
eliminate the rights of the Registrant or any stockholder to seek non-monetary
relief such as an injunction or rescission in the event of a breach of a
director's duty of care. These provisions will not alter the liability of
directors under federal securities laws.
Article Tenth of the registrant's Certificate of Incorporation provides
that all persons who the registrant is empowered to indemnify pursuant to the
provisions of Section 145 of the General Corporation Law of the State of
Delaware (or any similar provision or provisions of applicable law at the time
in effect), shall be indemnified by the registrant to the full extent permitted
thereby. The foregoing right of indemnification shall not be deemed to be
exclusive of any other rights to which those seeking indemnification may be
entitled under any by-law, agreement, vote of stockholders or disinterested
directors or otherwise.
The Registrant's By-Laws (the "By-Laws") provide that the Registrant shall
indemnify each director and such of the Registrant's officers, employees and
agents as the Board of Directors shall determine from time to time to the
fullest extent provided by the laws of the State of Delaware.
The registrant currently maintains directors' and officers' liability
insurance coverage for all directors and officers and has entered into
indemnification agreements with its directors and officers.
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 provision 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
4.1 Non-Qualified Stock Option Agreement between the Registrant and Ronald
H. Krasnitz.
4.2 Non-Qualified Stock Option Agreement between the Registrant and Martin
Krasnitz.
4.3 Non-Qualified Stock Option Agreement between the Registrant and Jimmy
L. Yates.
4.4 Non-Qualified Stock Option Agreement between the Registrant and Charles
Beckey.
4.5 Non-Qualified Stock Option Agreement between the Registrant and Lowell
Nelson.
5.1 Opinion of Ruskin, Moscou, Evans & Faltischek, P.C.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Ruskin, Moscou, Evans & Faltischek, P.C. (contained in
Exhibit 5.1 hereof).
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.
(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 Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) 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 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 is
against public policy 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.
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 Hauppauge, New York on the ___ day of June, 1997.
HIRSCH INTERNATIONAL CORP.
By: \ s\ Henry Arnberg
Henry Arnberg, President
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities and
on the dates indicated. Each person whose signature appears below hereby
authorized each of Henry Arnberg and Paul Levine with full power of substitution
to execute in the name of such person and to file any amendment or
post-effective amendment to this Registration Statement making such changes in
this Registration Statement as the Registrant deems appropriate and appoints
each of Henry Arnberg and Paul Levine with full power of substitution,
attorney-in-fact to sign and to file any amendment and post-effective amendment
to this Registration Statement.
Signature Title Date
\s\ Henry Arnberg Chief Executive Officer, President
- -------------------------- and Chairman of the Board (Principal June 27, 1997
Henry Arnberg Executive Officer)
\s\ Paul Levine Chief Operating Officer, Executive
- -------------------------- Vice President, Secretary June 27, 1997
Paul Levine (Principal Operating Officer)
\s\ Kenneth Shifrin Chief Financial Officer and Vice President June 27, 1997
- -------------------------- Finance (Principal Accounting and Financial
Kenneth Shifrin Officer
\s\ Tas Tsonis Vice President, President of Pulse Microsystems
- -------------------------- Ltd. and Director June 27, 1997
Tas Tsonis
\s\ Ronald Krasnitz Vice President, Vice President - Manufacturing
- -------------------------- of Tajima USA,Inc. and Director June 27, 1997
Ronald Krasnitz
\s\ Herbert Gardner Director June 27, 1997
- --------------------------
Herbert M. Gardner
\s\ Marvin Broitman Director June 27, 1997
- --------------------------
Marvin Broitman
\s\ Douglas Schenendorf Director June 27, 1997
- --------------------------
Douglas Schenendorf
Exhibit Index
4.1 Non-Qualified Stock Option Agreement between the Registrant and Ronald
H. Krasnitz.
4.2 Non-Qualified Stock Option Agreement between the Registrant and Martin
Krasnitz.
4.3 Non-Qualified Stock Option Agreement between the Registrant and Jimmy
L. Yates.
4.4 Non-Qualified Stock Option Agreement between the Registrant and Charles
Beckey.
4.5 Non-Qualified Stock Option Agreement between the Registrant and Lowell
Nelson.
5.1 Opinion of Ruskin, Moscou, Evans & Faltischek, P.C.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Ruskin, Moscou, Evans & Faltischek, P.C. (contained in
Exhibit 5.1 hereof).