<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>forms8.txt
<DESCRIPTION>FORM S-8
<TEXT>
As filed with the Securities and Exchange Commission on May 7, 2001
Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
I-SECTOR CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 76-0515249
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
6401 Southwest Freeway
Houston, Texas 77074
(Address, including Zip Code, of Registrant's Principal Executive Offices)
I-SECTOR CORPORATION 2000 STOCK INCENTIVE PLAN
(AS AMENDED AND RESTATED EFFECTIVE JULY 12, 2000)
(Full Title of Plan)
Name, Address, Telephone and Copy of Communications to:
Number of Agent for Service:
James H. Long Nick D. Nicholas
I-Sector Corporation Porter & Hedges, L.L.P.
6401 Southwest Freeway 700 Louisiana, 35th Floor
Houston, Texas 77074 Houston, Texas 77002-2370
(713) 795-2000 (713) 226-0600
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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<S> <C> <C> <C> <C>
Amount to Proposed Maximum Proposed Amount of
be Registered Offering Maximum Aggregate Registration Fee
Title of Securities to be Registered (1) Price per Share (2) Offering Price (2) (2)
--------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share 445,000 shs. $1.05 $467,250 $117
====================================================================================================================
<FN>
(1) Pursuant to Rule 416(a), also registered hereunder is an indeterminate
number of shares of Common Stock issuable as a result of the anti-dilution
provisions of the Plan.
(2) Pursuant to Rule 457(c), the registration fee is calculated on the basis of
the average of the bid and ask sale prices for the Common Stock on the
NASDAQ Small Cap Market on May 3, 2001, which was $1.05. Pursuant to Rule
457(h), the registration fee is calculated with respect to the maximum
number of the registrant's securities issuable under the Plan.
</FN>
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
The documents containing the information required by this Part I will
be given to employees participating in the Plan and are not required to be filed
with the Securities and Exchange Commission (the "Commission") as part of the
registration statement or as an exhibit thereto.
Item 2. Registrant Information and Employee Plan Annual Information
Employees participating in the I-Sector Corporation 2000 Stock
Incentive Plan (As Amended and Restated Effective July 12, 2000) (the "Plan")
may obtain, without charge, a copy of the Plan or the documents set forth in
Item 3 of Part II below, upon written or oral request to the Corporate
Secretary, I-Sector Corporation, 6401 Southwest Freeway, Houston, Texas 77074,
(713) 795-2000.
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
The following documents, which have been filed by the I-Sector
Corporation, a Delaware corporation (the "Company") with the Commission, are
incorporated by reference in and made a part of this registration statement, as
of their respective dates:
(i) the Company's annual report on Form 10-K for the year ended
December 31, 2000 (as filed on March 26, 2001); and
(ii) a description of the Company's common stock, par value $.01
per share (the "Common Stock") set forth in the Company's
registration statement on Form 8-A filed with the Commission
on June 18, 1997, and any amendment or report filed for the
purpose of updating any such description.
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, as
amended, subsequent to the filing date of this registration statement and prior
to the filing of a post-effective amendment to this registration statement which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated by reference
in this registration statement and to be a part hereof from the date of filing
such documents.
Item 4. Description of Capital Stock
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable
Item 6. Indemnification Of Directors And Officers
Section 145 of the General Corporation Law of Delaware, commonly
referred to as the DGCL, permits a Delaware corporation to indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by the corporation or a
stockholder derivative action), by reason of the fact that he is or was a
director, officer, employee or agent of the corporation or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action.
Under the DGCL, in an action brought to obtain a judgment in the
corporation's favor, whether by the corporation itself or derivatively by a
stockholder, the corporation may only indemnify for expenses, including
attorney's fees, actually and reasonably incurred in connection with the defense
or settlement of such action, and the corporation may not indemnify for amounts
paid in satisfaction of a judgment or in settlement of the claim. In any such
action, no indemnification may be paid in respect of any claim, issue or matter
as to which such person shall have been adjudged liable to the corporation
except as otherwise approved by the Delaware Court of Chancery or the court in
which the claim was brought. In any other type of proceeding, the
indemnification may extend to judgments, fines and amounts paid in settlement,
actually and reasonably incurred in connection with such other proceeding, as
well as to expenses (including attorneys fees).
The DGCL does not permit indemnification unless the person seeking
indemnification has acted in good faith and in a manner reasonably believed to
be in, or not opposed to, the best interests of the corporation and, in the case
of criminal actions or proceedings, the person had no reasonable cause to
believe his conduct was unlawful. The statute contains additional limitations
applicable to criminal actions and to actions brought by or in the name of the
corporation. The determination as to whether a person seeking indemnification
has met the required standard of conduct is to be made:
o by a majority vote of disinterested members of the board of directors
or a special committee of disinterested board members, in each case
even though less than a quorum;
o by independent legal counsel in a written opinion, if such a quorum
does not exist or if the disinterested directors so direct; or
o by the stockholders.
The Company's certificate of incorporation and bylaws require it to
indemnify our directors and officers, and permits our board of directors to
indemnify our employees and agents to the fullest extent permitted under
Delaware law. The Certificate of Incorporation eliminates the personal liability
of the Company's directors to it or its stockholders for monetary damages for
breach of their fiduciary duties, except for liability:
o for any breach of a director's duty of loyalty to the Company or its
stockholders;
o for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law;
o for unlawful payments of dividends or unlawful stock repurchases or
redemptions as provided in section 174 of the DGCL; or
o for any transaction from which a director derived an improper personal
benefit.
Section 145 of the DGCL also allows the Company to purchase and
maintain insurance on behalf of its directors and officers against liabilities
that may be asserted against, or incurred by, such persons in any such capacity,
whether the Company would have the authority to indemnify such person against
liability under the provisions of Section 145. The Company has purchased and
maintains a directors' and officers' liability policy for such purposes.
Item 7. Exemption From Registration Claimed
Not Applicable.
Item 8. Exhibits
Exhibit
No. Description
4.1 I-Sector Corporation 2000 Stock Incentive Plan (As Amended and Restated
Effective July 12, 2000) (filed herewith).
4.2 Certificate of Incorporation of the Company (Exhibit 3.2 to the
Company's Form S-1/A filed September 19, 1996).
4.3 Certificate of Amendment to the Certificate of Incorporation of the
Company (Exhibit 3.3 to the Company's Form 10-K filed March 26, 2001).
4.4 Bylaws of the Company (Exhibit 3.1 to the Company's Form S-1/A filed
October 3, 1996).
5.1 Opinion of Porter & Hedges, L.L.P., with respect to the legality of the
securities (filed herewith).
23.1 Consent of Deloitte & Touche (filed herewith).
23.2 Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1 Opinion).
24.1 Power of Attorney (included on signature page).
Item 9. Undertakings
A. Undertaking to Update
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to the Registration Statement
to:
(i) include any prospectus required by section 10(a)(3) of
the Securities Act of 1933, as amended (the "Securities
Act");
(ii) reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement
(or most recent post-effective amendment thereof)
which, individually or in the aggregate represent a
fundamental change in the information in the
Registration Statement; and
(iii) include any material information with respect to the
plan for distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement.
Provided, however, that paragraph (A)(1)(i) and (A)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or 15(d) of the Exchange Act that are incorporated by reference in
the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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. Undertaking With Respect to Documents Incorporated by Reference
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 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. Undertaking With Respect to Indemnification
Insofar as indemnification for liabilities arising under the Securities
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 Commission, such indemnification is
against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
<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 Houston, State of Texas on May 7, 2001.
I-SECTOR CORPORATION
By: /s/ James H. Long
James H. Long
President, Chief Executive Officer
and Chairman of the Board
POWER OF ATTORNEY
Each of the undersigned hereby appoints James H. Long, Donald R.
Chadwick and Patricia Winstead and each of them (with full power to act alone),
as attorney and agents for the undersigned, with full power of substitution, for
and in the name, place and stead of the undersigned, to sign and file with the
Securities and Exchange Commission under the Securities Act of 1933 any and all
amendments and exhibits to this Registration Statement and any and all
applications, instruments and other documents to be filed with the Securities
and Exchange Commission pertaining to the registration of the securities covered
hereby, with full power and authority to do and perform any and all acts and
things whatsoever requisite or desirable.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the 7th day of May, 2001.
Signature Title
/s/James H. Long
James H. Long President, Chief Executive Officer
and Chairman of the Board
(Principal Executive Officer
and Principal Financial Officer)
/s/ Donald R. Chadwick
Donald R. Chadwick Secretary and Director
/s/ Richard D. Darrell
Richard D. Darrell Director
/s/ Jack M. Johnson, Jr.
Jack M. Johnson, Jr. Director
/s/ Mark T. Hilz
Mark T. Hilz Director
<PAGE>
INDEX TO EXHIBITS
Exhibit
No. Description
4.1 I-Sector Corporation 2000 Stock Incentive Plan (As Amended and Restated
Effective July 12, 2000) (filed herewith).
4.2 Certificate of Incorporation of the Company (Exhibit 3.2 to the
Company's Form S-1/A filed September 19, 1996).
4.3 Certificate of Amendment to the Certificate of Incorporation of the
Company (Exhibit 3.3 to the Company's Form 10-K filed March 26, 2001).
4.4 Bylaws of the Company (Exhibit 3.1 to the Company's Form S-1/A filed
October 3, 1996).
5.1 Opinion of Porter & Hedges, L.L.P., with respect to the legality of the
securities (filed herewith).
23.1 Consent of Deloitte & Touche (filed herewith).
23.2 Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1 Opinion).
24.1 Power of Attorney (included on signature page).
</TEXT>
</DOCUMENT>