Commission File No.1-15679
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential for use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
VENTURE TECH, INC.
(Name of Registrant as Specified in its Charter)
VENTURE TECH, INC.
(Name of Person Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act
Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction
applies: n/a
(2) Aggregate number of securities to which transaction
applies: n/a
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11: n/a.
(4) Proposed maximum aggregate value of transaction: n/a
(5) Total fee paid: -0-
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date filed:
VENTURE TECH, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 25, 2000
To our Shareholders:
NOTICE is hereby given that the Annual Meeting of Shareholders
(the "Meeting") of Venture Tech, Inc., an Idaho corporation (the
"Company"), will be held on Monday, September 25, 2000, at 10:00
a.m. local time, at the Company's principal offices at 1055 West
14th Street, Suite 500, North Vancouver, B.C. V7P 3P2, for the
following purposes.
(1) To elect three (3) directors to serve for the ensuing
year or until their successors are duly elected and
qualified;
(2) To ratify the proposal to amend the Articles of
Incorporation to increase the Company's authorized
capitalization by adding a new class of stock consisting
of 20,000,000 shares of preferred stock.
(3) To consider and vote upon the proposal to approve the
Venture Tech, Inc. 2000 Stock Incentive Plan.
(4) To ratify the appointment of HJ & Associates, LLC
(formerly know as Jones, Jensen & Company), as
independent auditors for the Company for the fiscal year
ending December 31, 2000; and
(5) To transact such other business as may properly come
before the Meeting and any adjournments thereof.
Only shareholders of record at the close of business on
August 11, 2000 are entitled to notice of and to vote at the
Meeting and any adjournments thereof.
All shareholders are cordially invited to attend the Meeting
in person. To assure your representation at the Meeting and
whether or not you plan to attend in person, you are urged to mark,
sign, date and return the enclosed proxy card at your earliest
convenience. Any shareholder attending the Meeting may revoke
their proxy and vote their shares in person.
By Order of the Board of Directors,
G. Michael Cartmel
Vice President
North Vancouver, B.C.
August 18, 2000
Venture Tech, INC.
1055 West 14th Street
Suite 500
North Vancouver, B.C. V7P 3P2
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
This Proxy Statement is furnished in connection with the
solicitation of proxies for use at the Annual Meeting of
Shareholders (the "Meeting") of Venture Tech, Inc. (the "Company")
to be held on Monday, September 25, 2000 at 10:00 a.m. local time
at the Company's principal offices at 1055 West 14th Street, Suite
500, North Vancouver, B.C. V7P 3P2, and at any and all adjournments
thereof. The accompanying proxy is solicited by the Board of
Directors of the Company and is revocable by the shareholder
anytime before it is voted. For more information concerning the
procedure for revoking the proxy see "General". This Proxy
Statement is first being mailed to shareholders on or about
August 18, 2000, accompanied by the Company's Annual Report to
Shareholders for the fiscal year ended December 31, 1999.
Only shareholders of record at the close of business on
August 11, 2000 are entitled to notice of and to vote at the
Meeting. At the record date, there were 37,014,165 shares of the
Company's Common Stock (the "Common Stock") outstanding and each
share is entitled to one vote at the Meeting.
Any properly executed proxy returned to the Company will be
voted in accordance with the instructions indicated on thereon. If
no instructions are marked with respect to the matters to be acted
upon, each such proxy will be voted in accordance with the
recommendations of the Board of Directors set forth in this Proxy
Statement.
ITEM 1. ELECTION OF DIRECTORS
Pursuant to the provisions of the Company's Articles of
Incorporation and By-Laws, directors are to be elected annually.
Presently, the number of directors in office is three.
At the Meeting, three directors will be nominated to be
elected to the Board of Directors, each director to hold office for
one year or until their successors are elected and qualified.
Unless otherwise instructed, it is intended that the shares
represented by the enclosed proxy will be voted FOR the election of
the three nominees named below, all of which are currently
directors of the Company. In the event any of the nominees named
herein are unable or decline to serve as a director at the time of
the Meeting, it is intended that the proxies will be voted for the
election of a substitute nominee as the proxy holder may determine.
The Board of Directors has no reason to believe that any nominee
listed below will be unable or will decline to serve as a director.
A majority of the votes cast is required to approve the election of
each director.
The following persons, all of which are incumbent directors
are being nominated for election to the Company's Board of
Directors:
Nominee for Election to the Office of Director
at the 2000 Annual Meeting
Director
Nominee Age Since Position
Kenneth F. Fitzpatrick 58 1995 President, and Director
Craig J. Bampton 45 1994 Vice President and Director
Chief Financial Officer
G. Michael Cartmel 61 1994 Vice President-Public
Relations and Director
BUSINESS EXPERIENCE OF DIRECTORS AND NOMINEES
Kenneth F. Fitzpatrick. Mr. Fitzpatrick joined the Company in
August 1995 as the President, Chief Executive Officer and Director.
Mr. Fitzpatrick has over 30 years of experience in the investment
business. For the past nine years, Mr. Fitzpatrick has owned and
operated the VanSan Group of San Francisco, an investment banking
and corporate financing firm doing business in the United States
and Canada. For the past three years, Mr. Fitzpatrick has been a
Vice President and provided executive level services to Turbodyne
Technologies, Inc., a leading engineering company in the design and
development of charging technology to enhance the performance of
internal combustion engines. Turbodyne is a public company with
annual sales of approximately $50 million in 1999. Mr. Fitzpatrick
holds a B.S. degree in Business from Babson College in Wellsley,
Massachusetts.
Craig J. Bampton. Mr. Bampton became the Vice President and
a director of the Company following the acquisition of Tessier
Resources, Ltd. ("Tessier") in 1994. He became Chief Financial
Officer on May 1, 2000, replacing William Baker. Mr. Bampton has
been Vice President of Tessier and President of its wholly owned
subsidiary, Pulverizer Systems, Inc., since 1991. In that
capacity, Mr. Bampton supervised development of technology that
resulted in patents being granted to Tessier for its ice removal
apparatus. He also had oversight responsibility for construction
of two prototype models of the apparatus. To date, Tessier has not
realized any revenues. Mr. Bampton served as President and a
director of PTC Group, Inc. a publicly traded corporation now known
as Ocean Power Corporation, from 1996 to 1999. As President, he
was instrumental in coordinating the merger with PTC Holdings,
Inc., which is now known as Ocean Power corporation. Prior to
joining Tessier, Mr. Bampton was employed from 1973 to 1991 by
Burlington Northern Railways Manitoba Ltd., where he was an agent
/office manager for the Manitoba, Canada region. Mr. Bampton
attended Red River Community College. Mr. Bampton is the uncle of
the Company's Secretary, Alyssa Bampton.
G. Michael Cartmel. Mr. Cartmel became the Vice President of
public relations and a director of the Company in April 1994. His
duties include providing investor relations, support for general
operations and assisting in facility and corporate management. He
was also a director of PTC Group, Inc., from 1996 to 1999.
Mr. Cartmel has been self-employed for several years as a
consultant to the investment community providing investor and
public relations services to publicly held companies. From 1991 to
the present, Mr. Cartmel has been a principal of BMB Holdings,
Ltd., a provider of investor relations and consulting services.
BMB has no other employees and has not had material revenues for
the past five years. Mr. Cartmel holds a B.A. degree in economics
and psychology from the University of British Columbia.
The Board of Directors recommends that the shareholders vote
"FOR" the election of each nominee for director named above. If no
specification in made in the proxy, the shares will be voted "FOR"
the above nominees.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND COMMITTEES
All directors hold office until the next annual meeting of
shareholders and until their successors have been duly elected and
qualified. There are no agreements with respect to the election of
directors. The Company has not compensated its directors for
service on the Board of Directors or any committee thereof, but
directors are reimbursed for expenses incurred for attendance at
meetings of the Board and any committee and out-of-pocket expenses
when engaged in business for the Company. Executive officers are
appointed annually by the Board of Directors and each executive
officer serves at the discretion of the Board of Directors. The
Executive Committee of the Board of Directors, to the extent
permitted under Idaho law, exercises all of the power and authority
of the Board of Directors in the management of the business and
affairs of the Company between meetings of the Board of Directors.
During the Company's last fiscal year ending December 31,
1999, there were 14 meetings of the Board of Directors. Attendance
at the meetings averaged 100% in person, by phone or by proxy in
1999, and no member of the Board of Directors attended less than
75% or more of the aggregate number of meetings of the Board of
Directors in person or by proxy and any Committee of which he is a
member.
The Board of Directors, acting as a committee of the whole,
has the responsibility for considering nominations for prospective
Board members. The Board of Directors will consider nominees
recommended by shareholders who submit a notice of nomination to
the Company at least 60 days but not more than 90 days prior to the
first anniversary of the preceding year's Annual Meeting. Such
notice shall contain appropriate data with respect to the suggested
candidate in order to make an informed decision as to the
qualifications of the person.
Key Personnel
Set forth below is certain information regarding certain key
personnel who do not serve on the Board of Directors.
William D. Baker, C.A. Mr. Baker joined the Company as a
consultant in August 1999 and became Vice President and Chief
Financial Officer on September 1, 1999. On May 1, 2000, Mr. Baker
relinquished his position as Chief Financial Officer and became
Chief Executive Officer. Mr. Baker has experience in finance and
operations with early stage, high growth technology companies who
serve international markets. He has been C.F.O./C.O.O. for a
number of startups including Cardlink Worldwide, Inc. a private
data networking company with operations in Brazil, PopMedia Ltd. a
specialty media company in North America, and Bynamics Inc., a
telecommunications manufacturer with international operations. His
experience includes two years as Vice President for Bytec
Management Corporation., a high technology venture capital firm and
several years as Principal Consultant for Willabeth Capital Corp.,
a firm which specializes in business planning and early stage
financing of high growth technology companies. Mr. Baker is a
member of the Canadian Institute of Chartered Accountants and the
Institute of Chartered Accountants of British Columbia and is a
Commerce graduate from McGill University. Mr. Baker is the founder
of Willabeth Capital Corporation, a private Canadian company that
provides management consulting services to early-stage high growth
potential businesses. His assignments have included high
technology, telecommunications, manufacturing and publishing.
Since these firms were primarily early stage development entities,
they generally did not have material revenues during his tenure
with the firms. Mr. Baker provided Chief Financial Officer
services to Cardlink Worldwide, Inc., a development stage company
with capitalization of approximately $6 million (US), in 1998 and
1999. Mr. Baker also provided Chief Operating Officer services to
Peaksoft Corporation, a publicly listed company trading on the
Alberta Exchange and Nasdaq Stock Market, in 1996 and 1997. Sales
for fiscal years 1996 and 1997 amounted to $784,000 (CND) and
$1,340,000 (CND), respectively.
Alyssa J. Bampton. Ms. Bampton has worked with the Company on
a part-time basis since April 1994 performing various
administrative duties. She acts as an executive assistant to
management and Board members on an as-needed-basis. She is also
responsible for production and coordination of investor materials
and mailings. Additionally, Ms. Bampton oversees and provides
corporate customer service to both the registered and prospective
gaming clients to the Asia Casino website. From 1991 to 1993, she
worked as an administrator at Eyetel Technologies, Inc. handling a
variety of duties such as customer service, public relations,
advertising and product promotion for the video teleconferencing
technology being developed and sold for that company. Ms. Bampton
attended Capilano College for two years. Ms. Bampton is the niece
of the Company's Vice President, Craig J. Bampton.
Arthur Rosenberg. Mr. Rosenberg joined the Company in
February 1996 as its Chief Operating Officer and Chief Financial
Officer. Pursuant to a consolidation of the Company's operations
in Vancouver, BC, Mr. Rosenberg resigned on September 30, 1999 and
has agreed to provide consulting and advisory services to the
Company on a mutually agreeable basis. Mr. Rosenberg has been a
high-profile individual in the on-line gaming industry and has
served on the board of directors of the Interactive Gaming Council,
the trade association for the industry. Mr. Rosenberg has also
been invited to provide testimony on behalf of the industry at
United States government hearings, such as the National Gambling
Impact Study Commission. Since 1992, Mr. Rosenberg has been an
independent corporate consultant offering his clients advice on
financial, strategic, investment and operational matters. From
1992 to 1996, Mr. Rosenberg was the Chief Operating Officer and
Chief Financial Officer of LottoFone Incorporated, a company
located in Alexandria, Virginia seeking to provide telephone based
wagering capabilities to state and international lotteries.
Mr. Rosenberg is a graduate of Northeastern University with a B.A.
degree in chemistry and also earned a M.B.A. in management from
Boston College. Mr. Rosenberg was directly involved in forming the
on-line gaming industry association (Interactive Gaming Council)
and has served on its board of directors.
Victor W.Y. Jung. Mr. Jung joined the Company in October
1996 as a consultant providing technology management and guidance
as Vice President of Technology. Currently, he is the principal
consultant for Silk Road Communications, Inc., a company
specializing in Internet solution architecture. Mr. Jung brings
twelve (12) years of commercial software development experience to
the Company. In 1990, Mr. Jung was the founder of the engineering
group at EyeTel Communications Inc. that developed the award-
winning DeskTop Communicator video conferencing product. Mr. Jung
was instrumental in the overall system architecture and user
interface design efforts at EyeTel until 1996. From 1988 to 1990,
Mr. Jung was the software manager for MTI. He headed a software
team in the development of a revolutionary PC-based diagnostic
system to help engine diagnosticians service modern engine systems
in modern low emission vehicles. He was also responsible for
coordinating and managing the software division of McCarney and was
responsible for the design, implementation and testing of the
diagnostic systems for new vehicles such as GM, Chrysler and Ford.
Mr. Jung received his Bachelor's Degree in Computing from Simon
Fraser University.
Executive compensation
The Company does not have a bonus, profit sharing, or deferred
compensation plan for the benefit of its employees, officers or
directors. As of December 31, 1999, no employee of the Company
has earned in excess of $100,000 per annum.
The following table sets forth all cash compensation paid by
the Company for services rendered to the Company for the fiscal
years ended December 31, 1999, 1998 and 1997 to the Company's
Chief Executive Officer and former Chief Operating Officer. No
executive officer of the Company has earned a salary greater than
$100,000 annually for the period depicted.
Summary Compensation Table
Other All
Annual Other
Name and Compen- Compen-
Principal Position Year Salary Bonus sation sation
Kenneth Fitzpatrick, 1999 $ -0- $ -0- $ -0- $ -0-
President, C.E.O. 1998 -0- -0- -0- -0-
1997 -0- -0- -0- -0-
Arthur Rosenberg(1), 1999 60,500 -0- 2,700 27,250
C.O.O. and C.F.O 1998 72,000 -0- 4,059 -0-
1997 78,000 -0- 5,437 -0-
William D. Baker(2), 1999 27,280 -0- -0- -0-
C.E.O.
_______________
(1) On October 1, 1999, the board of directors granted a
severance payment to Mr. Rosenberg of $25,000 payable in
four installments beginning in November 1999 and ending
February 2000. The payments are contingent on sufficient
capital resources being available to the Company so as
not to impact the Company's ongoing operations.
(2) Mr. Baker's compensation in 1999 was earned while acting
in the capacity of the Company's Chief Financial Officer.
He became the Company's C.E.O. on May 1, 2000.
The preceding table does not include any amounts for noncash
compensation, including personal benefits, paid to the Company's
C.E.O. or C.O.O. The Company believes that the value of such
noncash benefits and compensation paid to Messrs. Fitzpatrick and
Rosenberg during the periods presented did not exceed the lesser of
$50,000 or 10% 0f the cash compensation reported for them.
The following table includes those stock purchase warrants
(options) issued by the Company to its C.E.O., C.F.O., C.O.O. and
directors during the last fiscal year. For purposes of calculating
the percent of the total options granted to employees, the
aggregate number issued to all officers, directors and employees is
used.
Option/SAR Grants in Last Fiscal Year
Number of Percent of total
securities options/SARs
underlying granted to
Name and options/SARs employees in Exercise or base Expiration
Principal Position granted(#) fiscal year price ($/Sh.) date
Kenneth Fitzpatrick, 50,000 2.8% $ .44 01-27-02
President, C.E.O. 75,000 4.2% $ .47 06-30-02
Arthur Rosenberg, 150,000 8.4% $ .47 06-30-02
C.O.O.
William Baker, 360,000 20.2% $ .28 (1)
C.F.O. and C.E.O
______________
(1) Pursuant to an employment letter dated August 31, 1999
and board of director's resolution, Mr. Baker was granted
360,000 four-year term warrants exercisable on an
installment basis (45,000 warrants per quarter beginning
on December 1, 1999 and ending on September 1, 2001)
contingent on his continued employment with the Company.
His compensation for 1999 was earned while acting in the
capacity of the Company's Chief Financial Officer. He
became the Company's C.E.O. on May 1, 2000.
Employment Agreements
As of the date thereof, the Company has not entered into any
employment contracts with any of its employees, officers or
directors, nor has the Company had a bonus, profit sharing, or
deferred compensation plan for the benefit of its employees,
officers or directors. Mr. William Baker's (C.F.O.) employment
offer letter from the Company specifies a thirty day notice of
termination and provides for the exercise of warrants (see table
above) on an earned basis. Mr. Rosenberg (C.O.O.) was granted a
severance payment of $25,000 to be paid in installments commencing
in November 1999 and ending in February 2000, contingent on
adequate resources being available to the Company.
Related Transactions
There have been no transactions between the Company and any
officer, director, nominee for election as director, or any
shareholder owning greater than five percent (5%) of the Company's
outstanding shares, nor any member of the above referenced
individuals' immediate family, except as set forth below.
During 1999 and 1998, the Company granted warrants to certain
officers and directors. The warrants were issued in consideration
for services rendered, or expected to be rendered, to the Company.
No compensation expense has been recorded as the option price
exceeded the fair market value of the shares when the options were
issued.
During 1999 and through June 30, 2000, the Company paid
$12,000 per month to Barry G. Bampton for certain advisory and
financial services rendered to the Company. Mr. Bampton's services
involved assisting the Company in financing activities and in
public and investor relations. He has been instrumental in raising
substantial funds for the Company's operations and securing
important technological and business contractual relationships.
Mr. Bampton is the beneficial owner of Enterprise Capital that has
provided funding to the Company for more than five years. He is
the brother of Craig J. Bampton, Vice President and a director of
the Company, and the father of Alyssa J. Bampton, Secretary of the
Company.
The Company occupies facilities in Vancouver, B.C. that are
leased from Pulverizer Systems, Inc. ("Pulverizer"), a subsidiary
of Tessier. Pulverizer, a former subsidiary of the Company, also
provides certain bookkeeping and accounting services to the Company
on a contract basis. Craig J. Bampton, a Vice President and
director of the Company, is also Vice President of Tessier and
President of Pulverizer.
It is the Company's policy that any future material
transactions between it and members of its management or their
affiliates shall be on terms no less favorable than those available
from unaffiliated third parties.
Section 16(a) Beneficial Ownership Reporting Compliance
Each of the Company's officers and directors is required to
file a Form 5, Annual Statement of Changes in Beneficial Ownership,
on or before the 45th day after the end of the fiscal year. These
reports have not been filed on a timely basis and will be submitted
to the Securities and Exchange Commission.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information, to the best of the
Company's knowledge, as of December 31, 1999 with respect to each
person known by the Company to own beneficially more than 5% of the
outstanding common stock, each director and all directors and
officers as a group.
Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership of Class(1)
William D. Baker* 360,000(2) 1.0%
1055 West 14th Street
Suite 500
North Vancouver,
B.C. 7P 3P2
Alyssa J. Bampton* 1,290,900(3) 3.5%
441 New Lance Place
West Vancouver, BC,
Canada V7P 1W4
Barry G. Bampton 1,165,800 3.1%
5295 Gulf Place
West Vancouver, BC,
Canada V7W 2V9
Craig J. Bampton* 1,327,000(4) 3.6%
65 Fletcher Crescent
Winnepeg, Manitoba,
Canada R3T 0K9
G. Michael Cartmel* 735,000(5) 2.0%
302-2170 West Third Ave.
Vancouver, BC,
Canada V6K 1L1
Cybertech Investments Ltd. 3,000,000 8.1%
Brian Longpre
East Bay Centre #b-66
Nassau, Bahamas
Kenneth F. Fitzpatrick* 784,000(6) 2.1%
709 Park Lane
Santa Barbara, CA. 93108
Victor W.Y. Jung* 175,000(7) .5%
c/o 1055 West 14th Street
Suite 500
North Vancouver,
B.C. 7P 3P2
Manasia Development Ltd. 2,249,700 6.1%
David Tang
701 United Chinese Bank Bldg.
Des Voeux Road,
Central Hong Kong
Texco Investments 2,272,859 6.1%
Robert Wang
No. 2, Jalan37
Taman Desa Jaya
Kepong, 52100 Kuala Lumpur
Malaysia
VanAus Investments Ltd. 438,000 1.2%
Barry G. Bampton
5295 Gulf Place
West Vancouver, BC,
Canada V7W 2V9
All directors and executive
officers as a group 4,510,700(8) 11.9%
__________________
* Director and/or executive officer
Note: Unless otherwise indicated in the footnotes below, the
Company has been advised that each person above has sole
voting power over the shares indicated above.
(1) Based upon 37,014,165 shares of common stock outstanding
on December 31, 1999, but does not take into
consideration stock options owned by certain officers,
directors and/or principal shareholders entitling the
holders to purchase an aggregate of 1,040,000 shares of
common stock and which are currently exercisable.
Therefore, for purposes of the table above, 38,054,165
shares of common stock are deemed to be issued and
outstanding in accordance with Rule 13d-3 adopted by the
Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended. Percentage ownership
is calculated separately for each person on the basis of
the actual number of outstanding shares as of December
15, 1999 and assumes the exercise of stock options held
by such person (but not by anyone else) and exercisable
within sixty days.
(2) Includes 360,000 shares which may be acquired by
Mr. Baker pursuant to the exercise of warrants and/or
stock options exercisable on a quarterly basis from
December 1, 1999 through September 1, 2001.
(3) Includes 90,000 shares which may be acquired by Ms.
Bampton pursuant to the exercise of warrants and/or stock
options exercisable at various prices and expiring during
the period December 29, 2001 through June 30, 2002.
(4) Includes 130,000 shares which may be acquired by Mr.
Bampton pursuant to the exercise of warrants and/or stock
options exercisable at various prices and expiring during
the period December 29, 2001 through June 30, 2002.
(5) Includes 135,000 shares which may be acquired by Mr.
Cartmel pursuant to the exercise of warrants and/or stock
options exercisable at various prices and expiring during
the period December 29, 2001 through June 30, 2002.
(6) Includes 150,000 shares which may be acquired by Mr.
Fitzpatrick pursuant to the exercise of warrants and/or
stock options exercisable at various prices and expiring
during the period December 29, 2001 through June 30,
2002.
(7) Includes 175,000 shares which may be acquired by Mr. Jung
pursuant to the exercise of warrants and/or stock options
exercisable at various prices and expiring during the
period December 29, 2001 through January 27, 2002.
(8) Includes 1,040,000 shares which may be acquired by the
Company's directors or executive officers pursuant to the
exercise of warrants and/or stock options exercisable at
various prices and expiring during the period December
29, 2001 through June 30, 2002.
ITEM 2. CHANGE OF CAPITALIZATION
The Board of Directors has unanimously approved the proposal
to amend the Company's Articles of Incorporation to increase the
Company's authorized capitalization by adding a new class of stock
consisting of 20,000,000 shares of preferred stock. Shares of the
Company's proposed preferred stock will be issuable in various
series with terms, rights, voting privileges and preferences to be
determined at the discretion of the Board at the time of issuance.
All fully paid stock of the Company shall not be liable to call or
assessment. Additionally, neither the Company's By-Laws nor
Articles of Incorporation provide for cumulative voting in the
election of directors.
Adopting the proposed amendment and adding a class of
preferred stock will enhance the Company's flexibility in possible
future acquisitions and financing transactions. The preferred
stock will be available for issuance from time to time in the
discretion of the Board, normally without further shareholder
action except as may be required for a particular transaction, by
applicable law or requirements of regulatory agencies. Thus, the
Board will be empowered to issue preferred shares without prior
notice to shareholders or their approval. Such shares will have
voting rights, dividend rates, liquidation preferences, redemption
provisions, conversion or exchange rights and other rights
preferences, privileges and restrictions determined solely by the
Board. In addition, such preferred stock could have other rights
including economic rights senior to the Company's common stock, so
that the issuance of such preferred stock could adversely affect
the market value of the common stock. If the preferred shares are
convertible into common stock, shareholders ownership interest in
the Company may be significantly diluted. Also, if the preferred
shares are issued with superior voting rights, shareholders could
see their voting power significantly diminished.
The Board believes that having the ability to issue preferred
shares without further shareholder action will save the expense and
delay of holding a shareholders' meeting. Such a delay might deny
the Company necessary flexibility in making an acquisition or
securing financing. There can be no assurance that any such
suitable, potential transaction will be identified or that any such
transaction will be completed. Certain actions by the Company
involving issuance of either common or preferred shares, require
shareholder approval. These actions include, but are not limited
to, a merger with another entity and a business consolidation
whereby the Company is acquired. As of the date of this proxy
statement, no definitive agreement has been entered into which
would result in the issuance of any of the new shares of preferred
stock that would be authorized by the proposed amendment.
In the event of a future unsolicited attempt to acquire the
Company, the Board could attempt to block such action by the
issuance of large blocks of common stock and/or the issuance of
preferred stock with super voting rights or conversion rights.
These shares could be issued to persons or entities considered by
the Board to be "friendly" and opposed to such acquisition, which
might be deemed to have an anti-takeover effect which might impede
the completion of a merger, tender offer or other takeover attempt.
In reality, the mere existence of a larger block of unissued common
and/or preferred shares and the Board's ability to issue such
shares without shareholder approval, might deter a bidder from
seeking to acquire the Company's shares on an "unfriendly" basis.
The existence of anti-takeover provisions may delay, defer or
prevent a tender offer or takeover attempt that a shareholder might
consider in their best interest. This includes attempts that might
result in a premium over the market price for the shares held by
shareholders. Although the authorization of the new class of
preferred stock might have such effect, the Board does not intend
or view the proposed authorization of preferred shares as an anti-
takeover measure. Further, the Company is not aware of any current
efforts by any person or entity to take control of the Company.
Presently, the Board does not contemplate implementing new measures
having anti-takeover effects in the foreseeable futures. Also,
there are no provisions in the Company's Articles of Incorporation,
By-Laws, or agreements to which it is a party that would have
material anti-takeover effects.
The amendment will not be effective until approved by the
shareholders of the Company. The affirmative vote of the shares
represented at the meeting and entitled to vote is required for
approval of the amendment.
The Board recommends that shareholders vote "FOR" the
proposal to change the authorized capitalization of the Company.
If no specification is made in the proxy, the shares will be voted
for the "FOR" approval.
ITEM 3. RATIFICATION OF VENTURE TECH, INC. 2000 STOCK INCENTIVE PLAN
On July 3, 2000, the Board of Directors adopted the Venture
Tech, Inc. 2000 Stock Incentive Plan (the "Plan") to provide for
the grant of equity based, long-term incentives to attract and
retain key employees, officers, directors and others who provide
personal services of substantial benefit or value to the Company.
A copy of the Plan is annexed hereto as Attachment 1. Under the
Plan, the maximum number of shares of Common Stock represented by
grants of options is 3,000,000 shares. The number of shares is
subject to adjustment on account of stock splits, stock dividends
and other dilutive changes in the Common Stock. It is intended
that under the Plan, the Company may grant qualified and
nonqualified stock options and restricted securities. Upon
exercise of the options, the option holders must pay to the Company
the full exercise price as established by the Plan in order to
acquire their shares.
Participation
The intent of the Plan is to provide the Company with a means
of attracting and retaining the services of highly motivated and
qualified key personnel. Accordingly, the Plan is limited to the
Company's employees, executive officers, directors and consultants.
The number of employees, officers and directors currently
potentially eligible to participate in the Plan is approximately
five.
Principal Features of the Plan
The Plan permits the Company to grant stock options and common
stock. Its purpose is to promote the Company's interests and the
interests of the shareholders by motivating key employees to work
towards achieving the Company's long-range goals and by attracting
and retaining exceptional employees, directors and consultants. By
motivating these persons to share in the Company's long-term
growth, their interests are more closely aligned with those of the
shareholders.
Administration
The Plan shall be administered by the Board of Directors or a
committee appointed by the Board. The Company intends that the
Plan conforms in all respects with the requirements of Rule 16b-3
of the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended. A committee administering the
Plan must be structured at all times so that it satisfies the
"disinterested administration" requirement of Rule 16b-3. To the
extent that any aspect of the Plan or its administration shall at
any time be viewed as inconsistent with the requirements of Rule
16b-3 or, such aspect shall be deemed to be modified, deleted or
otherwise changed as necessary to ensure continued compliance with
such provision.
Duties of Board of Directors
In accordance with the provisions of the Plan, the Board, by
resolution, shall (i) select those eligible persons to whom
Restricted Stock or Options shall be granted ("Optionees");
(ii) determine the time or times at which each Option shall be
granted, whether an Option is an Incentive Stock Option ("ISO") or
a Nonqualified Stock Option ("NQO") and the number of shares to be
subject to each Option; and (iii) fix the time and manner in which
the Option may be exercised, the Option exercise price, and the
Option period.
The Board shall determine the form of option agreement to
evidence the terms and conditions of each Option. The Board, from
time to time, may adopt such rules and regulations for carrying out
the purposes of the Plan as it may deem proper and in the best
interests of the Company. The Board shall keep minutes of its
meetings and records of its actions. A majority of the members of
the Board shall constitute a quorum for the transaction of any
business by the Board. The Board may act at any time by an
affirmative vote of a majority of those members voting. Such vote
may be taken at a meeting (which may be conducted in person or by
any telecommunication medium) or by written consent of Board
members without a meeting.
The Board shall resolve all questions arising under the Plan
and option agreements entered into pursuant to the Plan. Each
determination, interpretation, or other action made or taken by the
Board shall be final and conclusive and binding.
Stock Options
A stock option award grants to the optionee the right to buy
a specified number of shares of the Company's Common Stock at a
fixed price, subject to such terms and conditions as the Board may
determine.
Exercise Price
The exercise price of all options is determined by the Board
at the time of grant, but the exercise price of any stock option
may not be less than 100% of the fair market value of the
underlying stock on the date of the grant. The market price of the
Company's Common Stock on August 8, 2000 was $0.14 per share.
Payment
Each option may be exercised in whole, at any time, or in
part, from time to time, within the period for exercise set forth
in the related option agreement. Optionees are not required to pay
cash in return for the grant of an option (except as may be
required by law). However, consideration equal to the exercise
price must be paid to exercise an option. At the discretion of the
Board, options may be exercised by payment of the exercise price
either in cash or by tendering of shares of the Company's Common
Stock having a fair market value equal to the exercise price, or a
combination thereof.
Transferability
An option shall be exercisable only by the optionee, or in the
event of death, by the optionee's guardian(s), conservator(s), or
other legal representative(s), during the optionee's lifetime. No
option may be transferred by the optionee, either voluntarily or
involuntarily, except by will of the laws of descent and
distribution or pursuant to a qualified domestic relations order as
defined by the Plan.
Restricted Stock
Shares of the Company's common stock may be granted from time
to time by the Board to participants under the Plan and pursuant to
terms and conditions to be established by the Board. Shares of
common stock issued under the Plan shall be deemed restricted
securities as that term is defined under the Securities Act of
1933, as amended, until vested. Accordingly, no shares issued as
Restricted Stock Awards may be sold, assigned, transferred,
pledged, hypothecated, or encumbered either voluntarily or
involuntarily, until vesting has occurred in accordance with the
terms established by the Board.
Limitations
Under the Plan, the maximum number of shares that may be
granted is 3,000,000 shares. No option shall be exercisable before
six months after the date of grant of such option.
Vesting and Expiration
The Board has the authority to determine the vesting and
expiration of the stock option grants and vesting of Restricted
Stock Awards. However, in the event of a participant's death, all
unexercised options may be exercised by the optionee's legal
guardian(s),conservator(s), or other legal representative(s) within
twelve months after the optionee's death or before the expiration
of the option, whichever shall first occur. In the event of a
termination or employment, except for events set forth in the Plan,
all exercisable options shall terminate.
Change of Control
In the event of a reorganization or change in control of the
Company such as a merger, consolidation, share exchange or other
business combination, the Board has the authority to accelerate the
exercisability of any unexercised options, subject to any terms and
conditions provided by the reorganization.
Amendment
The Board of Directors may amend, alter or terminate the Plan
at any time. The Company must obtain shareholder approval for any
change that would (i) require such approval under any regulatory or
tax requirement, (ii) materially impair any option previously
granted, (iii) materially increase the number of shares subject to
the plan, (iv) materially increase the benefits accruing to
optionees under the plan, or (v) materially modify the requirements
as to eligibility to participate in the Plan or the method for
determining the option exercise price.
Tax Consequences
The Federal income tax consequences of an employee's
participation in the Plan are complex and subject to change. The
following is only a summary of the general rules applicable to the
Plan. The summary is based on current provisions of the Internal
Revenue Code and does not cover any state or local tax consequences
of participation in the Plan. Participants should consult their
own tax advisors as a taxpayer's particular situation may be such
that some variation of the rules described below will apply.
When an optionee exercises a non-qualified option, the excess
of the fair market value of the shares on the date of exercise over
the option price will be treated as ordinary income to the optionee
and will be allowed as a deduction for Federal income tax purposes
to the Company.
When an optionee exercises an incentive stock option while
employed by the Company or within three months (one year for
disability) after termination of employment, no ordinary income
will be recognized by the optionee at that time. The excess, if
any, of the fair market value of the shares acquired over the
option price will be an adjustment to taxable income for purposes
of the Federally alternative minimum tax. If the shares acquired
upon exercise are not disposed of prior to the expiation of one
year after the date of transfer and two years after the date of
grant of the option, the excess, if any, of the sales proceeds over
the aggregate option price of such shares will be long-term capital
gain, but the Company will not be entitled to any tax deduction
with respect to such gain. If the shares are disposed of prior to
the expiration of such periods, the excess of the fair market value
of such shares at the time of exercise over the aggregate option
price (but not more than the gain on the disposition if the
disposition is a transaction on which a loss, if such had been
realized, would have been recognized) will be ordinary income at
the time of such disposition and the Company will be entitled to a
Federal tax deduction in a like amount. If an incentive stock
option is exercised by the optionee more than three months (one
year for disability) after termination of employment, the tax
consequences are the same as described for the non-qualified stock
options.
Special rule may apply if an optionee pays the exercise price
for an option in share previously owned by the optionee rather than
in cash. The Company's deductions described above may also be
subject to the limitations of Section 162(m) of the Internal
Revenue Code.
Benefits to Directors and Executive Officers
Awards under the Plan are made at the Board's discretion.
Accordingly, future awards under the Plan particularly to directors
and executive officers, are not determinable at this time.
The affirmative vote of a majority of the votes cast is
required to approve the adoption of the Plan.
The Board of Directors recommends that the shareholders vote
"FOR" ratification of the adoption of the Venture Tech, Inc. 2000
Stock Incentive Plan. If no specification is made in the proxy,
the shares will be voted for the "FOR" approval.
ITEM 4. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Subject to ratification by the shareholders at the Meeting,
the Board of Directors has appointed HJ & Associates, LLC, formerly
known as Jones, Jensen & Company, ("HJA") as independent auditors
for the fiscal year ending December 31, 2000 and until their
successors are selected. HJA has served as auditors of the
consolidated financial statements of the Company since the fiscal
year ended December 31, 1994. A representative of HJA will not be
present at the Meeting.
The affirmative vote of a majority of the votes cast is
required to approve the appointment of HJ & Associates, LLC as
independent public accountants.
The Board of Directors recommends that the shareholders vote
"FOR" ratification of the selection of HJ & Associates, independent
public accountants, to audit the consolidated financial statements
of the Company for the fiscal year ended December 31, 2000. If no
specification is made in the proxy, the shares will be voted for
the "FOR" approval.
OTHER MATTERS
The Board of Directors is not aware of any other matters to be
presented for action at the Meeting. However, if any other matter
is properly presented, it is the intention of the person named in
the enclosed form of proxy to vote in accordance with their
judgment on such matter.
ANNUAL REPORTS TO SHAREHOLDERS
The Company's Annual Report to Shareholders, including
financial statements for the fiscal year ended December 31, 1999,
is being delivered to shareholders together with this proxy
statement.
SHAREHOLDERS PROPOSAL
It is anticipated that the Company's fiscal 2000 Annual
Meeting of Shareholders will be held on or about June 25, 2001.
Shareholders who intend to present proposals at such Annual Meeting
must submit their proposals to the Secretary of the Company on or
before February 25, 2001.
GENERAL
The costs of soliciting proxies for the slate recommended by
the Board of Directors will be paid by the Company. In addition to
the use of the mails, proxies may be personally solicited by
directors, officers or regular employees of the Company (who will
not be compensated separately for their services) by mail,
telephone, telegraph, cable or personal discussion. The Company
will also request banks, brokers, and other custodians, nominees
and fiduciaries to forward proxy materials to the beneficial owners
of stock held of record by such persons and request authority for
the execution of proxies. The Company will reimburse such entities
for reasonable out-of-pocket expenses incurred in handling proxy
materials for the beneficial owners of the Company's Common Stock.
Any proxy given pursuant to this solicitation may be revoked
by the person giving it at any time before it is voted by
delivering to the Secretary of the Company a written notice of
revocation bearing a later date than the proxy, by duly executing
a subsequent proxy relating to the same shares, or by attending the
Meeting and voting in person. Attendance at the Meeting will not
in itself constitute revocation of a proxy unless the shareholder
votes their shares of Common Stock in person at the Meeting. Any
notice revoking a proxy should be sent to the Secretary of the
Company, Alyssa Bampton, at Venture Tech, Inc., 1055 West 14th
Street, Suite 500, North Vancouver, B.C. V7P 3P2.
All shares represented at the Meeting by a proxy will be voted
in accordance with the instructions specified in that proxy.
Proxies received and marked "Abstain" as to any particular
proposal, will be counted in determining a quorum, however, such
proxies will not be counted for the vote on that particular
proposal. A majority of the shares represented at the meeting is
required to ratify any proposal presented. If no instructions are
marked with respect to the matters to be acted upon, each proxy
will be voted FOR the matter to be voted upon.
Please complete, date, sign and return the accompanying proxy
promptly.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. WE URGE
YOU TO COMPLETE, DATE, SIGN AND RETURN THE ACCOMPANYING PROXY, NO
MATTER HOW LARGE OR SMALL YOUR HOLDING MAY BE.
FINANCIAL INFORMATION
A copy of the Company's Annual Report on Form 10-KSB,
including any financial statements and schedules and exhibits
thereto, is attached as part of this Proxy Statement.
By Order of the Board of Directors
G. Michael Cartmel
Vice President
North Vancouver, B.C.
August 18, 2000
VENTURE TECH, INC.
1055 West 14th Street, Suite 500, North Vancouver, B.C. V7P 3P2
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY
The undersigned hereby constitutes and appoints G. Michael
Cartmel, Vice President of Venture Tech, Inc., with power of
substitution, the proxies of the undersigned to attend the annual
meeting of the shareholders of Venture Tech, Inc. on September 25,
2000, and any adjournment thereof, and to vote the stock of the
corporation standing in the name of the undersigned.
1. To elect 4 directors:
FOR ( ) WITHHOLD AUTHORITY ( )
all nominees listed below to vote for all nominees
(except as marked to the listed below
contrary below)
Instructions: To withhold authority to vote for any individual
nominee, strike a line through the nominee's name
in the list below:
Kenneth F. Fitzpatrick G. Michael Cartmel
Craig J. Bampton
2. Proposal to amend the Articles of Incorporation to increase the
Company's authorized capitalization by adding a new class of
stock consisting of 20,000,000 shares of preferred stock.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Proposal to approve the adoption of the Venture Tech, Inc. 2000
Stock Incentive Plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. Proposal to Ratify the appointment of HJ & Associates, LLC
(formerly known as Jones, Jensen & Company) as the independent
auditors for Venture Tech, Inc. for the fiscal year ending
December 31, 2000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
5. On any and all other matters that may properly come before the
meeting.
This proxy, when properly executed, will be voted in the manner
directed herein by the undersigned shareholder. IF NO SPECIFIC
DIRECTIONS ARE GIVEN, THIS PROXY WILL BE VOTED FOR PROPOSALS 1,
2, 3 AND 4.
______________________________ ______________________________
Print Name Signature of Shareholder
______________________________ ______________________________
Number of Shares Signature if Held Jointly
______________________________
Date
Please sign exactly as name appears on the certificate or
certificates representing shares to be voted by this proxy. When
signing as executor, administrator, attorney, trustee or guardian,
please give full titles as such. If a corporation, please sign in full
corporate name by president or other authorized officer. If a
partnership, please sign in partnership name by authorized persons.
ATTACHMENT 1
VENTURE TECH, INC.
2000 STOCK INCENTIVE PLAN
1. PURPOSE. The purpose of the 2000 Stock Incentive Plan (the "Plan")
is to advance, the interests of Venture Tech, Inc. an Idaho corporation
(the "Company"),and its shareholders by awarding equity based, long-
term incentives which will enable the Company to attract and retain key
employees, officers, and directors, who are and will be largely
responsible for the future growth and success of the Company and to
compensate others who provide personal services of substantial benefit
or value to the Company. It is intended that this purpose will be
effected through the granting of Options and Restricted Stock (as
defined herein) in accordance with the terms of the Plan.
2. DEFINITIONS. In addition to other capitalized terms which are
defined in the Plan, the following terms shall have the following
definitions:
2.1 "Board" - the Board of Directors of the Company.
2.2 "Officer" - the Chief Executive Officer, President or a Vice-
President of the Company.
2.3 "Change of Control"- (a) an acquisition of the Company by means of
a merger or consolidation of the Company with or into another
corporation or a purchase of substantially all of the Company's assets,
following which a majority of the Board of Directors of the successor
or acquiring corporation is not comprised of individuals who
constituted a majority of the Company's Board immediately prior to the
merger, consolidation or purchase of assets, or(b) a change in the
composition of a majority of the members of the Company's Board
effected by the vote of a person who has acquired a number of voting
securities of the Company sufficient to elect a majority of the Board
as used in this definition, the term "person" shall include two or more
persons acting as a partnership, limited partnership, syndicate or
other group for the purpose of acquiring, holding or disposing of the
voting securities of the Company.
2.4 "Code" shall mean the Internal Revenue Code of 1986, as amended.
2.5 "Common Stock" - the Company's $0.001 par value Common Stock.
2.6 "Consultant" shall mean a consultant, independent contractor or
other pawn or entity who or which has been engaged to provide advisory,
professional or other personal services to the Company or a Subsidiary
pursuant to a written agreement approved by the Board.
2.7 "Date of Grant" shall mean the date on which the Board grants an
Option or awards Restricted Stock under the Plan.
2.8 "Disability" shall mean the inability, as determined by the Board
based on advice of a licensed physician, of a Participant to engage in
any substantial gainful employment by reason of any medically
determinable physical or mental impairment which can reasonably be
expected to result in death or which has lasted or can be expected to
last for a continuous period of not less than 12 months.
2.9 "Employee" shall mean an employee of the Company or any Subsidiary.
2.10 "Exchange Act" shall mean the Securities Exchange Act of 1934.
2.11 "Fair Market Value" shall mean the fair market value of a share
of Common Stock, determined as follows: (a) if the Common Stock is
traded on a stock exchange or in the NASDAQ National Market System
("NASDAQ/NMS"), the fair market value of a share on a particular date
shall be the quoted selling price per share of Common Stock on such
exchange or NASDAQ/NMS on that date; (b) if Common Stock is otherwise
traded in the over-the-counter market, the fair market value of a share
of Common Stock on a particular date shall be the mean between the
closing bid and asked quotations per share of the Common Stock on that
date; or (c) if Common Stock is not traded on a stock exchange,
NASDAQ/NMS or in the over-the-counter market or, if traded, there are
no transactions on that date, the fair market value shall be determined
in good faith by the Board by applying the rules and principles of
valuation set forth in Section 20.2031-2 of the Treasury Regulations
(relating to the valuation of stocks and bonds for purposes of Code
Section 2031).
2.12 "Grant Amount" - the number of shares of Restricted Stock granted
to a Participant under the Plan at the time such Restricted Stock is
first issued by the Company.
2.13 "Incentive Stock Option" shall mean an Option which is intended
to qualify as an "incentive stock option" within the meaning of Code
Section 422, and any questions which may arise hereunder regarding such
Incentive Stock Options should be answered consistent with such
intention so as to qualify pursuant to Code Section 422.
2.14 "Nonqualified Stock Option" shall mean an option which is not
intended to qualify as an Incentive Stock Option.
2.15 "Option" shall mean an option to purchase shares of Common Stock
granted under the Plan, which may be either an Incentive Stock Option
or a Nonqualified Option.
2.16 "Option Amount" shall mean the number of shares subject to an
Option granted to an Optionee under the Plan.
2.17 "Option Price" shall mean the purchase price per share of Common
Stock as determined in accordance with the provisions of Section 10
hereof.
2.18 "Participant" shall mean an officer, director, Employee or
Consultant of the Company or a Subsidiary to whom an Option or
Restricted Stock is granted under this Plan.
2.19 "Performance Objectives" shall mean the performance objectives for
each grant of Restricted Stock under the Plan that must be achieved in
order for some or all of such Restricted Stock to become Vested, as
determined by the Board at or before the Date of Grant. Such
performance objectives may be expressed in terms of (a) the lapse of
time during which a Participant remains employed by, or in the service
of the Company, (b) any quantifiable, financial, technical, economic
or operational performance criteria for the Company, any Subsidiary or
any business unit, division or function within the Company or any
Subsidiary, including, but not limited to, cash flow, earnings per
share, capital formation, expenses, gross or net margin, increase in
stock price, inventory turnover, market share, net income (before or
after taxes), net operating income, personal management objectives,
return on assets, return on equity, return on investment return on
sales, revenue and total stockholder return, or (c) any combination of
some or all of the foregoing.
2.20 "Reorganization" shall mean a sale or transfer of all or
substantially all the Company's assets, a merger, reorganization, or
consolidation of the Company with another corporation in which the
Company is not the surviving corporation, or liquidation or dissolution
of the Company.
2.21 "Restricted Stock" shall mean shares of Common Stock granted
through any Restricted Stock Award under the Plan which remain
outstanding and as to which Restrictions have not expired or otherwise
been removed in accordance with the terms of this Plan.
2.22 "Restricted Stock Award" or "Award" shall mean any grant of
Restricted Stock made to a Participant under the Plan.
2.23 "Restrictions" shall mean the restrictions imposed on the sale,
transfer, assignment or other disposition of Common Stock as set forth
in Section 7 hereof.
2.24 "Retirement" shall mean a Participant's voluntary termination of
employment by delivery of formal written notice thereof to the Company
at any time after he or she has reached sixty (60) years of age and
shall have accrued fifteen (15) years of service as an employee of the
Company (including its present or former Subsidiaries).
2.25 "Subsidiary" shall mean any corporation of which not less than
fifty-one percent (51%) of the shares of the voting stock (representing
the right, other than as affected by events of default, to vote for the
election of directors or other managing authority) are now, or
hereafter during the term of this Plan, owned or controlled directly
or indirectly by the Company.
2.26 "Termination for Cause" shall mean any involuntary termination of
a Participant's employment by the Company or any Subsidiary if the
termination is a result of or in connection with such Participant's (a)
engaging in any business that is competitive with that of the Company
while an Employee, (b)committing any material act of dishonesty,
including but not necessarily limited to theft or embezzlement of funds
or property of the Company, or perpetrating a fraud on or affecting the
Company, (c) engaging in any gross negligence or willful misconduct
with respect to his or her duties and responsibilities as an Employee
or acts in any other way that has a direct, substantial and adverse
effect on the Company's reputation, including but not necessarily
limited to willful or grossly negligent disregard for the Company's
obligation to comply with laws, regulations and the like applicable to
the Company, its properties, assets or business, or (d) conviction of
a felony.
2.27 "Vesting" or "Vested" shall mean the removal of Restrictions as
to any Restricted Stock awarded under the Plan.
2.28 "Vesting Date" shall mean the date on which Vesting shall be
determined as set by the Board.
3. SHARES SUBJECT TO THE PLAN.
3.1 The shares reserved for issuance as Restricted Stock and as shares
which may be issued pursuant to Options under the Plan shall not exceed
3,000,000 shares of Common Stock, subject to adjustment by the Board
or as provided in Section 3.2 hereof
3.2 In the event of changes in the outstanding shares of Common Stock
by reason of stock dividends, recapitalization, split-ups, combination,
merger (including reincorporation effected by means of a merger),
reclassification, or exchange, of shares, and the like, appropriate
adjustments shall be made by the Board in the number and kind of
Options and Restricted Stock which may be issued, including adjustments
of the limitations set forth in Section 3.1 on the maximum number of
and kind of shares which may be issued as Options or Restricted Stock.
3.3 Any shares of Restricted Stock forfeited to the Company pursuant
to the terms of this Plan may, subsequently, be reissued as Restricted
Stock hereunder.
3.4 Any shares of Option Stock forfeited to the Company pursuant to the
terms of this Plan may, subsequently, be reissued as Option Stock
hereunder.
4. EFFECTIVE DATE. The Plan has been adopted by the Board as of July
3, 2000 ( the "Effective Date").
5. ADMINISTRATION. Grants of Options and Restricted Stock Awards and
other determinations under the Plan shall be made by the Board.
6. ISSUANCE OF RESTRICTED STOCK, DETERMINATION OF PERFORMANCE
OBJECTIVES AND ACHIEVEMENT OF PERFORMANCE OBJECTIVES.
6.1 The Board may, from time to time:
A. determine the Participants, if any, to whom Restricted Stock Awards
are to be issued, and the terms and provisions thereof including
Vesting;
B. establish the Grant Amount, if any, to be awarded to each such
Participant and determine that the value to the Company of the past
services of such Participant is at least equal to the aggregate par
value of the Grant Amount;
C. establish Performance Objectives; and
D. determine whether and to what extent if any, the Performance
Objectives for any previously awarded Restricted Stock, if any, have
been achieved and, on the basis of such determination, establish the
portion, if any, of a Grant Amount that is to be Vested.
6.2 Performance Objectives may not be changed, altered or adjusted,
provided, however, that the Board may make such charges as it deems
appropriate to reflect the effects on the performance of the Company
of an acquisition of a company or business, the divestiture of a
subsidiary or division or other transactions or events outside the
ordinary course of business which for financial reporting purposes are
as determined in accordance with Generally Accepted Accounting
Principles.
6.3 Upon a determination in accordance with Section 6.1 D hereof, that
any Restricted Stock is to be Vested, the removal of such Restrictions
shall be effective with respect to such Grant Amount, or portion
thereof, as of the Vesting Date.
6.4 Participants to whom Restricted Stock Awards are made under the
Plan shall not be required to make any monetary payment to the Company.
However, all such Awards shall be subject to the Restrictions and all
certificates representing Restricted Stock shall be issued with a
restrictive legend, stamped, imprinted or otherwise inscribed thereon,
referencing such Restrictions. All share certificates representing such
Restricted Stock shall be registered in the name of the Participant to
whom the Restricted Stock is issued and may in accordance with
instructions established by the Board, be delivered to the Company's
Secretary or such other person as the Company may appoint to retain
physical custody until the Restrictions imposed thereon have expired
or shall have been removed.
7. RESTRICTIONS. No shares issued as Restricted Stock Awards hereunder
may be sold, assigned, transferred, pledged, hypothecated, or
encumbered either voluntarily or involuntarily until the Vesting of the
Restricted Stock in accordance with the terms of the Plan.
8. EXPIRATION AND REMOVAL OF RESTRICTIONS.
8.1 All Restrictions shall expire and terminate at such time and upon
such conditions as determined by the Board as provided for herein. Any
shares for which the Restrictions have not expired or been removed
within ten (10) years from the date of Grant, shall be subject to call
by the Board. In such case at any time after said ten (10) year period
and at which time said shares have not vested, upon thirty (30) days
written notice to the Participant the shares shall be returned to the
Company and the Participant shall have no further rights in connection
therewith.
8.2 If a Participant's employment is terminated voluntarily or
involuntarily (except for death, Disability, Retirement, the events
referred to in Sections 8.3 through 8.5 hereof, or in connection with
a Reorganization in which the Participant becomes employed by a
successor corporation or business entity) ll Restricted Stock held by
him shall immediately and automatically be forfeited to the Company and
Participant shall thereupon have no further right, title or interest
in such Restricted Stock; provided, however, that any Restricted Stock
that has Vested shall not be forfeited.
8.3 If a Participants employment with the Company is terminated as a
result of death or Disability, all Restricted Stock shall be Vested as
of the date of death or, in the case of Disability, as of the date of
the determination of such Disability by the Board.
8.4 In the case of termination of employment for Retirement a pro rata
portion of the shares of Restricted Stock held by the retiring
Participant, less the number of shares which have previously Vested,
will be Vested immediately, calculated on the basis of a five year
vesting schedule beginning on the Date of Grant and ending on the
effective date of such Retirement. For example, if a Participant
retires two years after the Date of Grant, Restricted Stock would Vest
as to forty percent (40%) of the Grant Amount, and all remaining shares
of Restricted Stock held by the Participant would be returned to the
Company and the Participant would have no further rights in connection
therewith.
8.5 If within twelve (12) months following a Change in Control there
should occur, without a Participant's consent, a material lessening of
his or her duties and responsibilities as an executive or key
management employee of the Company or a material reduction in his or
her base salary from the rate in effect as of the Date of Grant and,
if, within ninety (90) days following such material lessening of duties
or responsibilities or a material reduction in his or her base salary,
the Participant shall, by providing written notice to the Company,
voluntarily terminate, his or her employment relationship with the
Company, all Restricted Stock held by such Participant shall become
Vested.
8.6 In the event of a Reorganization, the Board, in its sole discretion
may Vest all or any part of the issued and outstanding Restricted Stock
prior to or contemporaneously with the effective date of such
Reorganization. In the event of any Reorganization in which holders of
Restricted Stock receive securities (herein "Exchange Securities")
another corporation or business entity in respect of Restricted Stock
held by them, such Exchange Securities shall be subject to the
Restrictions and to removal or expiration thereof in accordance with
the terms of this Plan if the Board, for any reason, elects not to
accelerate the removal of Restrictions prior to or contemporaneously
with the effective date of the Reorganization.
8.7 Upon Vesting of Restricted Stock in accordance with the terms of
the Plan, all Restrictions imposed by Section 7 hereof shall be deemed
removed and terminated with respect to the applicable Restricted Stock
grants and the Company shall issue such instructions to the Transfer
Agent or Registrar and take such other actions as may be appropriate
in order to cause the removal, cancellation or rescission of all
legends, stamps or other inscriptions referencing the restrictions on
share certificates representing Restricted Stock which have Vested.
9. RIGHTS AS STOCKHOLDERS. Upon the issuance of the shares of
Restricted Stock pursuant to Section 6.5, the Participant shall,
subject to the Restrictions, have all the rights of a stockholder with
respect to said shares, including the right to vote the shares and to
receive: all dividends and other distributions paid or made with
respect to the shares.
10. TERMS AND CONDITIONS OF OPTIONS.
10.1 ELIGIBILITY. Options may be granted to employees, executives,
officers, directors, consultants or advisory board members whose
performance for or contribution to the Company is considered by the
Board to have a significant effect on the success of the Company and
to Consultants whose retention by the Company involves the performance
of personal services that as determined by the Board, are of
significant value or benefit to the Company. The adoption of this Plan
shall not be deemed to give any Employee or other person any right to
be awarded an Option. No Incentive Stock Option shall be granted under
the Plan to a Consultant or anyone other than an employee of the
Company or any Subsidiary.
10.2 OPTION GRANTS. All Options shall be subject to the following terms
and conditions and such additional terms and conditions, not
inconsistent with the Plan, as the Board shall deem necessary or
appropriate.
A. The Option shall be designated as either an Incentive Stock Option
or a Nonqualified Stock Option. However, notwithstanding such
designation, to the extent that the aggregate Fair Market Value of
shares subject to Options designated as Incentive Stock Options which
become exercisable for the first time by a Grantee during any calendar
year (under all plans of the Company or any Subsidiary) exceeds
$100,000, such excess Options, to the extent of the shares covered
thereby in excess of the foregoing limitation, shall be treated as
Nonqualified Stock Options. For this purpose, Incentive Stock Options
shall be taken into account in the order in which they were granted and
the Fair Market Value of the shares shall be determined as of the Date
of Grant.
B . The exercise or purchase price, if any, for an Option shall be as
follows:
(i) In the case of an Incentive Stock Option granted to a Participant
the per share exercise price shall be not less than one hundred percent
(100%) of the Fair Market Value per share of Common Stock on the Date
of Grant.
(11) In the case of a Nonqualified Stock Option, the per share exercise
price shall be not less than one hundred percent (100%) of the Fair
Market Value per share of Common Stock on the Date of Grant unless
otherwise determined by the Board.
C. The period during which each Option may be exercised shall be fixed
by the Board.
D. Unless otherwise determined by the Board, Options granted pursuant
to the Plan shall expire and cease to be exercisable upon the first to
occur of anyone of the following: (i) the expiration of 10 years
following the Date of Grant; (ii) 90 days following the date when a
Participant ceases to be an Employee, except in the case of a
Termination for Cause, Retirement, or a termination by reason of the
Participant's death or Disability while an Employee; (iii) if the
Participant dies while an Employee or ceases to be an Employee by
reason of the Participant's Disability while an Employee, one year
following such death or termination of employment, whichever occurs
first or(iv) upon the Participant's Termination for cause.
Notwithstanding anything to the contrary contained herein, in no event
may an Option be exercised after the expiration of 10 Years following
the Date of Grant. All Incentive Stock Options must be granted within
ten (10) years from the earlier of the date of adoption of the Plan or
the date of approval of the Plan by the shareholders.
E. The shares covered by an Option may be purchased and the Option may
be exercised in whole or in part at any time during the period defined
in Section 10-2C above and prior to the expiration of such Option. Such
exercise shall be in the manner fixed by the Board by giving written
notice of exercise to the Company specifying the number of shares to
be purchased; provided, however, that an Option may not be exercised
with respect to less than 100 shares subject to an Option unless there
are less than 100 shares remaining subject to the Option.
F. The notice of exercise of Option, whether the exercise is to be in
whole or in part, shall be accompanied by delivery to the Company of
payment for one hundred percent (100%) of the Option Price for the
shares to be purchased or in the event of an Executive Officer or
Director at the discretion of the Board of Directors accrued salary or
bonuses may be applied to the exercise of the option.
G. No Option granted under the Plan shall be transferable either
voluntarily or by operation of law except by will or by the laws of
descent and distribution and, during the lifetime of the Participant,
such Option shall be exercisable only by him or her, provided, however,
that Options other than Incentive Stock Options granted hereunder may
be transferred on such terms and conditions, if any, as the Board may,
in its discretion, deem appropriate by amendment to this Plan. If the
Participant dies while an Employee or terminates his or her Employee
status because of a Disability, without having fully exercised his or
her Option, all shares covered by such Participants Option which were
exercisable at the date of his or her death or termination of Employee
status because of a Disability and which becomes exercisable in
accordance with the terms of such Option within 12 months thereafter,
shall be exercisable within such 12 month period when and as such
Option becomes exercisable by such Participant (in the case of
Disability) or, in the case of death, by his or her estate or any other
person who acquired the right to exercise the Option by bequest or
inheritance or by reason of death of the Participant and such estate
or other person shall have the right to purchase by exercise of said
Option all or any portion of such shares; provided, however, that no
Option may be exercised at any time after the expiration date thereof
If the Option is exercised by a person other than the Participant, the
Board may require, appropriate proof of such other person's right to
exercise said Option.
H. If a Participant ceases to be an Employee for any reason (other than
Termination for Cause, death or Disability while an Employee or
Retirement) his or her Option shall remain exercisable for a period of
90 days thereafter to the extent and only to the extent such option was
exercisable, by its terms, as of the effective date of his or her
cessation of Employee status. Upon Retirement of a Participant, all
shares covered by such Participants Option shall continue to be
exercisable by such Participant in accordance with the terms of such
Option; provided, however, that if, - and to the extent that, an
Incentive Stock Option is exercised more than 90 days after the
Retirement date, such Option will be treated as a Nonqualified Option.
No Option may be exercised at any time after the expiration date
thereof
I. If a Participant ceases to be an Employee and such termination was
a Termination for Cause, all Options shall immediately expire and cease
to be exercisable.
J. No fractional shares will be issued pursuant to the exercise of any
Option nor will any cash payment be made in lieu of fractional shares.
K. In the event that within 12 months following a Change in Control
there should occur, without a Participant's consent a material
lessening of his or her duties and responsibilities as an Employee or
a material reduction in his or her base salary from the rate in effect
as of the Date of Grant and if, within ninety (90) days following such
material lessening of duties or responsibilities or a material
reduction in his or her base salary, the Participant shall by providing
written notice to the company, voluntarily terminate his or her
Employee status, unless the Board has, prior to such Change in Control,
in its sole discretion determined that all or a portion of the
outstanding Options held by such Participant shall become immediately
and fully exercisable upon or immediately following such Change in
Control, all shares covered by such Participant's Options shall become,
immediately and fully exercisable and such Participant shall have the
right to purchase, by exercise of such Option, all or any portion of
the shares covered by such Option-, provided, however, that in no event
may any Option be exercised after the expiration date thereof
L. If (i) within 12 months following a Change in Control, a
Participant's Employee status should be terminated involuntary by the
Company (or any successor to the Company by reason of such Change in
Control) and such termination is not a Termination for Cause, and (ii)
the Board has not prior to such Change in Control, in its sole
discretion, determined that all or a portion of the outstanding Options
held by such Participant shall become immediately and fully exercisable
upon or immediately following such Change in Control, then all shares
covered by such Participant's Options shall become immediately and
fully exercisable and such Participant shall have the right to purchase
by exercise of such Option, all or any portion of the shares covered
by such Option; provided, however, that in no event may an Option be
exercised after the expiration date thereof
M. In the event of any Reorganization, all rights of the person or
persons entitled to exercise then outstanding Options granted under the
Plan and such Options shall wholly and completely terminate at the time
of any such Reorganization, except to the extent that any agreement or
undertaking of any party to any such Reorganization shall make specific
provision with respect to such Option and the rights of such
Participants. Notwithstanding the foregoing, the Board may determine
that each Participant shall have the right immediately prior to such
Reorganization to exercise such Participant's Option with respect to
any or all of the shares remaining subject to such Option, whether or
not such shares are then otherwise purchasable by said Participant. To
the extent that any such exercise relates to shares which are not
otherwise purchasable by the Participant at such time, such exercise
shall be contingent upon the consummation of such Reorganization.
N. The Board reserves the right and shall determine the expiration,
terms, termination, exercisability and other conditions relating to
Options, if any, granted to Consultants. The shares to be issued under
the Options shall be subject to such restrictions on transferability
and other conditions as may be determined by the Board of Directors at
the time of the grant and as may be imposed by law.
11. ADMINISTRATION AND OPERATION.
11. 1 GOVERNMENT REGULATIONS. The Plan and the operation thereof shall
be subject to all applicable federal and state laws, rules and
regulations, and to such approvals by any regulatory or governmental
agency as may be required, including, but not necessarily limited to,
the obtaining of necessary permits and authorizations from applicable
state securities commissions and agencies, if required, and
registration of the securities subject to this Plan with the Securities
and Exchange Commission. In addition, the Company may cause an
appropriate legend to be affixed to any stock certificate representing
Common Stock issued under the Plan in accordance with all applicable
federal and state securities laws, rules and regulations. Moreover, the
Plan is subject to amendments by the Board in the event necessary to
register the shares to be issued hereunder with the SEC on a Form S-8
registration statement or any other form chosen by the-Company.
11.2 WITHHOLDING. Whenever, under the Code and applicable regulations,
the issuance of shares of Common Stock upon the exercise of Options or
the Vesting of Restricted Stock will result in any requirement that the
Participant pay or otherwise satisfy any United States federal, state
or local payroll withholding amounts, including taxes, FICA and the
like, it shall be a condition to the issuance (or Vesting) of such
Common Stock that the Participants shall have made arrangements
satisfactory to the Company, as determined in accordance with rules
established by the Board, with respect to the payment or satisfaction
of such withholding amounts. In lieu of paying in cash additional sums
which may be required to satisfy such withholding amounts, if any, the
Board may permit Participants to elect to deliver to the Company shares
of Common Stock held by such Participant or a portion of the shares of
Common Stock subject to the Option then being exercised by such
Participant (or to be Vested in the Case of Restricted Stock) as
payment or in partial payment of the withholding amount requirement
subject, however, to such rules as may be adopted by the Board.
11.3 AMENDMENTS. The Board may at any time and from time to time
modify, amend, suspend or discontinue the Plan in any respect, except
that without stockholder approval, the Board may not increase the
number of shares reserved under the Plan (other than increases due to
changes in capitalization) permit the issuance of Common Stock upon
exercise of an Option before payment therefor in full, make any change
in the eligibility requirements hereunder, or extend the period within
which Incentive Stock Options may be granted. Approval by the
stockholders means approval by the holders of the requisite number of
shares of Common Stock either (a) at a meeting at which shareholders
are present or represented by Proxy; and (b) by written consent of
shareholders, in each case, in accordance with the applicable laws of
the State of Idaho. The modification or amendment of the Plan shall not
without the consent of a Participant, adversely affect his or her
rights under Options or Restricted Stock previously issued to him or
her.
11.4 EMPLOYMENT RELATIONSHIP. Neither the Plan nor any Option or
restricted Stock granted hereunder shall confer upon any Participant
any right to continued employment by the Company or any subsidiary, or
shall interfere in any way with the right of the Company or any
Subsidiary to terminate his or her employment at any time with or
without notice or cause.
11.5 LISTING ON EXCHANGE. The Company shall not be required to issue
or deliver any certificates for shares of Common Stock under the Plan
prior to: (a) the listing of such shares on any stock exchange on which
the Common Stock may then be listed; and (b) the completion of any
registration or qualification of such shares under any United States,
whichever is applicable, federal or state securities laws, or any
rulings or regulation of any governmental body, which the Board shall
in its sole discretion, determine to be necessary or advisable.
12. GENERAL PROVISIONS
12.1 No Participant and no beneficiary or other person claiming under
or through such Participant shall have any rights as a stockholder of
the Company with respect to any shares of Common Stock allocated or
reserved under the Plan and subject to any Option or Restricted Stock
Award except as to such Shares of Common Stock, if any, that have been
issued or transferred to such Participant free of any Restrictions.
12.2 The Plan and all determinations made and actions taken pursuant
thereto shall be governed by the laws of the State of Idaho and
construed in accordance therewith.
12.3 Continuance of the Plan with respect to the grant of Incentive
Stock Options and grants to Employees shall be subject to approval by
the stockholders of the Company within twelve (12) months before or
after the date the Plan is adopted, and such stockholder approval shall
be a condition to the right of a Covered Employee to receive
Performance-Based Compensation hereunder. Such stockholder approval
shall be obtained in the degree and manner required under applicable
laws.
This Venture Tech, Inc. 2000 Stock Incentive Plan was adopted by the
Board on July 3, 2000.
VENTURE TECH, INC.
By:_________________________ By_____________________________
Name: William D. Baker Name: Alyssa J. Bampton
Title: Chief Executive Officer Title: Secretary
