UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Rocky Mountain Power Company
(Exact name of registrant as specified in its charter)
Colorado 84-0503585
(State of Incorporation) (I.R.S. Employer ID No.)
1358 5th Street Santa Monica CA 90401
(Address of Principal Executive Offices) (Zip Code)
Retainer Stock Plan for Non-Employee Directors and Consultants
(Full title of the Plan)
Shawn F. Hackman, Esq., 3360 W. Sahara, Suite 200, NV 89102
(Name and address of agent for service)
(702) 732-2253
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
Title of Amount to Proposed Proposed Amount of
Securities be Maximum Aggregate Registration
to be Registered Offering Offering Fee
Registered Price Per Price
Share (1)
Common 750,000 $0.10 $75,000.00 $ 100.00
Stock Shares
(1) The Offering Price is used solely for purposes of estimating
the registration fee pursuant to Rules 457(c) and 457(h)
promulgated pursuant to the Securities Act of 1933. The Offering
Price is estimated.
<PAGE>
Part I
Information Required in the Section 10(a) Prospectus
Item 1. Plan Information
Item 2. Registrant Information and Employee Plan Annual Information
The documents containing the information specified in Part I,
Items 1 and 2, will be delivered to each of the participants in
accordance with Form S-8 and Rule 428 promulgated under the
Securities Act of 1933. The participants shall provided a written
statement notifying them that upon written or oral request they
will be provided, without charge, (i) the documents incorporated
by reference in Item 3 of Part II of the registration statement,
and (ii) other documents required to be delivered pursuant to
Rule 428(b). The statement will inform the participants that
these documents are incorporated by reference in the Section
10(a) prospectus, and shall include the address (giving title or
department) and telephone number to which the request is to be
directed.
Part II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The following are hereby incorporated by reference:
(a) The registrant's latest annual report on Form 10-KSB for the
fiscal year ended December 31, 1998.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the
registration documents referred to in (a) above.
(c) The description of the Registrant's capital stock contained in
the Registration Statement on Form 10-SB filed with the Securities
and Exchange Commission pursuant to Section 12(g) of the Exchange
Act.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange
Act of 1934, prior to the filing of a post-effective amendment
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 the registration
statement and to be part thereof from the date of filing of such
documents.
Item 4. Description of Securities.
Inapplicable.
Item 5. Interest of Named Experts and Counsel.
Neither the Registrant's Accountants, counsel, nor any other
experts named in the registration statement has any equity or
other interest in the Registrant.
Item 6. Indemnification of Directors and Officers.
The Registrant's bylaws eliminates the personal liability of directors of
the Registrant for violation of their fiduciary duty of care, and requires
indemnification of directors and officers, to the full extent permitted
by Colorado law, for claims against them in their official capacities.
Item 7. Exemption from Registration Claimed.
Inapplicable.
Item 8. Exhibits.
The Exhibits required by Item 601 of Regulation S-K, and an index
thereto, are attached.
Item 9. Undertaking.
The registrant makes the following undertakings:
(a) (1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:
(i) To include any material information with respect to
the plan of distribution not previously disclosed
in the registration statement or any material change
to such information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as
expressed in the Act and is therefore, unenforceable. In the
event that indemnification is permitted to directors, officers
and controlling personas of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of the 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 of such corporation it
is the opinion of the SEC that any such indemnification is
against public policy.
SIGNATURES
The Registrant. 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 authorize, in the City of Las Vegas, State of
Nevada, on September 28, 1999.
(Registrant) Rocky Mountain Power Company
By: /s/ Bruce Tomiyami
Bruce Tomiyami, President
SPECIAL POWER OF ATTORNEY
The undersigned constitute and appoint Bruce Tomiyami his true
and lawful attorney-in-fact and agent with full power of
substitution, for him and in his name, place, and stead, in any
and all capacities, to sign any and all amendments, including
post-effective amendments, to this Form S-8 Registration
Statement, and to file the same with all exhibits thereto, and
all documents in connection therewith, with the Securities and
Exchange Commission, granting such attorney-in-fact the full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that such
attorney-in-fact may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities and on the date indicated.
Signature Title Date
By:/s/ Bruce Tomiyami President, CFO, Secretary, September 28, 1999
Bruce Tomiyami Director
By:/s/ Joseph Muto Treasurer, Director September 28, 1999
Joseph Muto
By:/s/ Kunimitsu Misawa Chairman, Director September 28, 1999
Kunimitsu Misawa
EXHIBIT INDEX
Exhibit Description Method
Number of
Filing
4 Retainer Stock Plan for Non-Employee Directors See
and Consultants Below
5, 24.1 Form of opinion re: legality of common stock See
rendered by Shawn F. Hackman, a P.C., Attorney Below
at Law, and consent of counsel
24.2 Consent of Accountants See
Below
25 Special Power of Attorney See
Signature Page
MPEG SUPER SITE, INC.
RETAINER STOCK PLAN FOR NON-EMPLOYEE DIRECTORS AND CONSULTANTS
1. INTRODUCTION
This plan shall be known as the "MPEG Super Site, Inc. Retainer
Stock Plan For Non-Employee Directors and Consultants" is
hereinafter referred to as the "Plan". The purposes of the Plan
are to enable MPEG Super Site, Inc., a Colorado corporation (the
"Company"), to promote the interests of the Company and its
shareholders by attracting and retaining non-employee Directors
and Consultants capable of furthering the future success of the
Company and by aligning their economic interests more closely
with those of the Company's shareholders, by paying their
retainer or fees in the form of shares of the Company's common
stock, par value $.001 per share (the "Common Stock").
2. DEFINITIONS
The following terms shall have the meanings set forth below:
"Annual Meeting" means an annual meeting of the shareholders of
the Company.
"Board" means the Board of Directors of the Company.
"Change of Control" has the meaning set forth in Section 12(d).
"Code" means the Internal Revenue Code of 1986, as amended,
and the rules and regulations thereunder. References to any
provision of the Code or rule or regulation thereunder shall be
deemed to include any amended or successor provision, rule or
regulation.
"Committee" means the committee that administers the Plan, as
more fully defined in Section 13.
"Common Stock" has the meaning set forth in Section 1.
"Company" has the meaning set forth in Section 1.
"Deferral Election" has the meaning set forth in Section 6.
"Deferred Stock Account" means a bookkeeping account maintained
by the Company for a Participant representing the Participant's
interest in the shares credited to such Deferred Stock Account
pursuant to Section 7.
"Delivery Date" has the meaning set forth in Section 6.
"Director" means an individual who is a member of the Board of
Directors of the Company.
"Dividend Equivalent" for a given dividend or other
distribution means a number of shares of Common Stock having a
Fair Market Value, as of the record date for such dividend or
distribution, equal to the amount of cash, plus the fair market
value on the date of distribution of any property, that is
distributed with respect to one share of Common Stock pursuant to
such dividend or distribution; such fair market value to be
determined by the Committee in good faith.
"Effective Date" has the meaning set forth in Section 3.
"Exchange Act" has the meaning set forth in Section 13(b).
"Fair Market Value" means the mean between the highest and
lowest reported sales prices of the Common Stock on the NYSE
Composite Tape or, if not listed on such exchange, on any other
national securities exchange on which the Common Stock is listed
or on NASDAQ on the last trading day prior to the date with
respect to which the Fair Market Value is to be determined.
"Participant" has the meaning set forth in Section 4.
"Payment Time" means the time when a Stock Retainer is payable to
a Participant pursuant to Section 5 (without regard to the effect
of any Deferral Election).
"Stock Retainer" has the meaning set forth in Section 5.
"Third Anniversary" has the meaning set forth in Section 6.
3. EFFECTIVE DATE OF THE PLAN
The Plan shall be effective as of the date of the Meeting that
occurs in 1999 (the "Effective Date"), provided that it is
approved by the shareholders at such Meeting.
4. ELIGIBILITY
Each individual who is a Director or Consultant on the Effective
Date and each individual who becomes a Director or Consultant
thereafter during the term of the Plan, shall be a participant
("Participant") in the Plan, in each case during such period as
such individual remains a Director or Consultant and is not an
employee of the Company or any of its subsidiaries. Each credit
of shares of Common Stock pursuant to the Plan shall be evidenced
by a written agreement duly executed and delivered by or on
behalf of the Company and a Participant, if such an agreement is
required by the Company to assure compliance with all applicable
laws and regulations.
5. GRANTS OF SHARES
Commencing on the Effective Date, the amount for service to
directors or consultants shall instead be payable in shares of
Common Stock (the "Stock Retainer") pursuant to this Plan.
6. DEFERRAL ELECTION
From and after the Effective Date, a Participant may make an
election (a "Deferral Election") on an annual basis to defer
delivery of the Stock Retainer specifying which one of the
following way the Stock Retainer is to be delivered: (a) on the
date which is three years after the date of the Meeting for which
it was originally payable (the "Third Anniversary"), (b) on the
date upon which the Participant ceases to be a Director or
Consultant for any reason (the "Departure Date") or (c) in five
equal annual installments commencing on the Departure Date (the
"Third Anniversary" and the "Departure Date" each being referred
to herein as a "Delivery Date"). Such Deferral Election shall
remain in effect for each Subsequent Year unless changed,
provided that, any Deferral Election with respect to a particular
Year may not be changed less than six months prior to the
beginning of such Year and provided, further, that no more than
one Deferral Election or change thereof may be made in any Year.
Any Deferral Election and any change or revocation thereof shall
be made by delivering written notice thereof to the Committee no
later than six months prior to the beginning of the Year in which
it is to be effected; provided that, with respect to the Year
beginning on the Effective Date, any Deferral Election or
revocation thereof must be delivered no later than the close of
business on the 30th day prior to the 1999 Meeting.
7. DEFERRED STOCK ACCOUNTS
The Company shall maintain a Deferred Stock Account for each
Participant who makes a Deferral Election to which shall be
credited, as of the applicable Payment Time, the number of shares
of Common Stock payable pursuant to the Stock Retainer to which
the Deferral Election relates. So long as any amounts in such
Deferred Stock Account have not been delivered to the Participant
under Section 8, each Deferred Stock Account shall be credited as
of the payment date for any dividend paid or other distribution
made with respect to the Common Stock, with a number of shares of
Common Stock equal to (a) the number of shares of Common Stock
shown in such Deferred Stock Account on the record date for such
dividend or distribution multiplied by (b) the Dividend
Equivalent for such dividend or distribution.
8. DELIVERY OF SHARES
(a) The shares of Common Stock in a Participant's Deferred Stock
Account with respect to any Stock Retainer for which a Deferral
Election has been made (together with dividends attributable to
such shares credited to such Deferred Stock Account) shall be
delivered in accordance with this Section 8 as soon as
practicable after the applicable Delivery Date. Except with
respect to a Deferral Election pursuant to Section 6(c), such
shares shall be delivered at one time; provided that, if the
number of shares so delivered includes a fractional share, such
number shall be rounded to the nearest whole number of shares. If
the Participant has in effect a Deferral Election pursuant to
Section 6(c), then such shares shall be delivered in five equal
annual installments (together with dividends attributable to such
shares credited to such Deferred Stock Account), with the first
such installment being delivered on the first anniversary of the
Delivery Date; provided that, if in order to equalize such
installments, fractional shares would have to be delivered, such
installments shall be adjusted by rounding to the nearest whole
share. If any such shares are to be delivered after the
Participant has died or become legally incompetent, they shall be
delivered to the Participant's estate or legal guardian, as the
case may be, in accordance with the foregoing; provided that, if
the Participant dies with a Deferral Election pursuant to Section
6(c) in effect, the Committee shall deliver all remaining
undelivered shares to the Participant's estate immediately.
References to a Participant in this Plan shall be deemed to refer
to the Participant's estate or legal guardian, where appropriate.
(b) The Company may, but shall not be required to, create a
grantor trust or utilize an existing grantor trust (in either
case, the "Trust") to assist it in accumulating the shares of
Common Stock needed to fulfill its obligations under this
Section 8. However, Participants shall have no beneficial or
other interest in the Trust and the assets thereof, and their
rights under the Plan shall be as general creditors of the
Company, unaffected by the existence or nonexistence of the
Trust, except that deliveries of Stock Retainers to Participants
from the Trust shall, to the extent thereof, be treated as
satisfying the Company's obligations under this Section 8.
9. SHARE CERTIFICATES; VOTING AND OTHER RIGHTS
The certificates for shares delivered to a Participant pursuant
to Section 8 above shall be issued in the name of the
Participant, and from and after the date of such issuance the
Participant shall be entitled to all rights of a shareholder with
respect to Common Stock for all such shares issued in his or her
name, including the right to vote the shares, and the Participant
shall receive all dividends and other distributions paid or made
with respect thereto.
10. GENERAL RESTRICTIONS
(a) Notwithstanding any other provision of the Plan or
agreements made pursuant thereto, the Company may but shall not
be required to issue or deliver any certificate or certificates
for shares of Common Stock under the Plan prior to fulfillment of
all of the following conditions:
(i) Listing or approval for listing upon official notice of
issuance of such shares on the New York Stock Exchange, Inc.,
or such other securities exchange as may at the time be a
market for the Common Stock;
(ii) Any registration or other qualification of such shares
under any state or federal law or regulation, or the
maintaining in effect of any such registration or other
qualification which the Committee shall, upon the advice
of counsel, deem necessary or advisable; and
(iii) Obtaining any other consent, approval, or permit from any
state or federal governmental agency which the Committee shall,
after receiving the advice of counsel, determine to be
necessary or advisable.
(b) Nothing contained in the Plan shall prevent the Company from
adopting other or additional compensation arrangements for the Participants.
11. SHARES AVAILABLE
Subject to Section 12 below, the maximum number of shares of
Common Stock which may in the aggregate be paid as Stock
Retainers pursuant to the Plan is 5,000,000. Shares of Common
Stock issueable under the Plan may be taken from treasury shares
of the Company or purchased on the open market.
12. ADJUSTMENTS; CHANGE OF CONTROL
(a) In the event that there is, at any time after the Board
adopts the Plan, any change in corporate capitalization, such as
a stock split, combination of shares, exchange of shares,
warrants or rights offering to purchase Common Stock at a price
below its fair market value, reclassification, or
recapitalization, or a corporate transaction, such as any merger,
consolidation, separation, including a spin-off, or other
extraordinary distribution of stock or property of the Company,
any reorganization (whether or not such reorganization comes
within the definition of such term in Section 368 of the Code) or
any partial or complete liquidation of the Company (each of the
foregoing a "Transaction"), in each case other than any such
Transaction which constitutes a Change of Control (as defined
below), (i) the Deferred Stock Accounts shall be credited with
the amount and kind of shares or other property which would have
been received by a holder of the number of shares of Common Stock
held in such Deferred Stock Account had such shares of Common
Stock been outstanding as of the effectiveness of any such
Transaction, (ii) the number and kind of shares or other property
subject to the Plan shall likewise be appropriately adjusted to
reflect the effectiveness of any such Transaction and (iii) the
Committee shall appropriately adjust any other relevant
provisions of the Plan and any such modification by the Committee
shall be binding and conclusive on all persons.
(b) If the shares of Common Stock credited to the Deferred Stock
Accounts are converted pursuant to Section 12(a) into another
form of property, references in the Plan to the Common Stock
shall be deemed, where appropriate, to refer to such other form
of property, with such other modifications as may be required for
the Plan to operate in accordance with its purposes. Without
limiting the generality of the foregoing, references to delivery
of certificates for shares of Common Stock shall be deemed to
refer to delivery of cash and the incidents of ownership of any
other property held in the Deferred Stock Accounts.
(c) In lieu of the adjustment contemplated by Section 12(a), in
the event of a Change of Control, the following shall occur on
the date of the Change of Control: (i) the shares of Common
Stock held in each Participant's Deferred Stock Account shall be
deemed to be issued and outstanding as of the Change of Control;
(ii) the Company shall forthwith deliver to each Participant who
has a Deferred Stock Account all of the shares of Common Stock or
any other property held in such Participant's Deferred Stock
Account; and (iii) the Plan shall be terminated.
(d) For purposes of this Plan, Change of Control shall mean any
of the following events:
(i) The acquisition by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act")) (a "Person") of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act)
of 20% or more of either (a) the then outstanding shares
of common stock of the Company (the "Outstanding Company
Common Stock") or (b) the combined voting power of the
then outstanding voting securities of the Company entitled
to vote generally in the election of directors
(the "Outstanding Company Voting Securities"); provided,
however, that the following acquisitions shall not
constitute a Change of Control: (a) any acquisition
directly from the Company (excluding an acquisition by
virtue of the exercise of a conversion privilege unless
the security being so converted was itself acquired
directly from the Company), (b) any acquisition by the
Company, (c) any acquisition by any employee benefit plan
(or related trust) sponsored or maintained by the Company
or any corporation controlled by the Company or (d) any
acquisition by any corporation pursuant to a reorganization,
merger or consolidation, if, following such reorganization,
merger or consolidation, the conditions described in
clauses (a), (b) and (c) of paragraph (iii) of this
Section 12(d) are satisfied; or
(ii) Individuals who, as of the date hereof, constitute the
Board of Directors of the Company (the "Board" and, as
of the date hereof, the "Incumbent Board") cease for any
reason to constitute at least a majority of the Board;
provided, however, that any individual becoming a director
subsequent to the date hereof whose election, or nomination
for election by the Company's shareholders, was approved by
a vote of at least a majority of the directors then
comprising the Incumbent Board shall be considered as
though such individual were a member of the Incumbent Board,
but excluding, for this purpose, any such individual whose
initial assumption of office occurs as a result of either
an actual or threatened election contest (as such terms
are used in Rule 14a-11 of Regulation 14A promulgated under
the Exchange Act) or other actual or threatened solicitation
of proxies or consents by or on behalf of a Person other
than the Board; or
(iii) Approval by the shareholders of the Company of a
reorganization, merger, binding share exchange or
consolidation, unless, following such reorganization,
merger, binding share exchange or consolidation (a) more
than 60% of, respectively, the then outstanding shares of
common stock of the corporation resulting from such
reorganization, merger, binding share exchange or
consolidation and the combined voting power of the
then outstanding voting securities of such corporation
entitled to vote generally in the election of directors
is then beneficially owned, directly or indirectly, by
all or substantially all of the individuals and entities
who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company
Voting Securities immediately prior to such reorganization,
merger, binding share exchange or consolidation in
substantially the same proportions as their ownership,
immediately prior to such reorganization, merger, binding
share exchange or consolidation, of the
Outstanding Company Common Stock and Outstanding Company
Voting Securities, as the case may be, (b) no Person
(excluding the Company, any employee benefit plan
(or related trust) of the Company or such corporation
resulting from such reorganization, merger, binding share
exchange or consolidation and any Person beneficially
owning, immediately prior to such reorganization,
merger, binding share exchange or consolidation, directly or
indirectly, 20% or more of the Outstanding Company
Common Stock or Outstanding Company Voting Securities,
as the case may be) beneficially owns, directly or
indirectly, 20% or more of, respectively, the then
outstanding shares of common stock of the corporation
resulting from such reorganization, merger, binding
share exchange or consolidation or the combined
voting power of the then outstanding voting securities
of such corporation entitled to vote generally in the
election of directors and (c) at least a majority of the
members of the board of directors of the corporation
resulting from such reorganization, merger, binding share
exchange or consolidation were members of the Incumbent
Board at the time of the execution of the initial
agreement providing for such reorganization, merger, binding
share exchange or consolidation; or
(iv) Approval by the shareholders of the Company of (a) a
complete liquidation or dissolution of the Company or
(b) the sale or other disposition of all or substantially
all of the assets of the Company, other than to a
corporation, with respect to which following such sale
or other disposition, (x) more than 60% of, respectively,
the then outstanding shares of common stock of such
corporation and the combined voting power of the then
outstanding voting securities of such corporation
entitled to vote generally in the election of directors
is then beneficially owned, directly or indirectly, by
all or substantially all of the individuals and entities
who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company
Voting Securities immediately prior to such sale or other
disposition in substantially the same proportion as
their ownership, immediately prior to such sale or other
disposition, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be,
(y) no Person (excluding the Company and any employee
benefit plan (or related trust) of the Company or such
corporation and any Person beneficially owning,
immediately prior to such sale or other disposition,
directly or indirectly, 20% or more of the Outstanding
Company Common Stock or Outstanding Company Voting
Securities, as the case may be) beneficially owns,
directly or indirectly, 20% or more of, respectively,
the then outstanding shares of common stock of such
corporation and the combined voting power of the then
outstanding voting securities of such corporation entitled
to vote generally in the election of directors and (z)
at least a majority of the members of the board
of directors of such corporation were members of the
Incumbent Board at the time of the execution of the
initial agreement or action of the Board providing for
such sale or other disposition of assets of the Company.
13. ADMINISTRATION; AMENDMENT AND TERMINATION
(a) The Plan shall be administered by a committee consisting of
three members who shall be the Chief Executive Officer, the Chief
Financial Officer and the Senior Vice President - Human Resources
or such other senior executive officers or other directors who
are not Participants as may be designated by the Chief Executive
Officer (the "Committee"), which shall have full authority to
construe and interpret the Plan, to establish, amend and rescind
rules and regulations relating to the Plan, and to take all such
actions and make all such determinations in connection with the
Plan as it may deem necessary or desirable.
(b) The Board may from time to time make such amendments to the Plan,
including to preserve or come within any exemption from liability under
Section 16(b) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), as it may deem proper and in the best
interest of the Company without further approval of the Company's
stockholders, provided that, to the extent required under New
York law or to qualify transactions under the Plan for exemption
under Rule 16b-3 promulgated under the Exchange Act, no amendment
to the Plan shall be adopted without further approval of the
Company's stockholders and, provided, further, that if and to the
extent required for the Plan to comply with Rule 16b-3
promulgated under the Exchange Act, no amendment to the Plan
shall be made more than once in any six-month period that would
change the amount, price or timing of the grants of Common Stock
hereunder other than to comport with changes in the Internal
Revenue Code of 1986, as amended, the Employee Retirement Income
Security Act of 1974, as amended, or the regulations thereunder.
(c) The Board may terminate the Plan at any time by a vote of a
majority of the members thereof.
14. MISCELLANEOUS
(a) Nothing in the Plan shall be deemed to create any obligation
on the part of the Board to nominate any Director for reelection
by the Company's shareholders or to limit the rights of the
shareholders to remove any Director.
(b) The Company shall have the right to require, prior to the
issuance or delivery of any shares of Common Stock pursuant to
the Plan, that a Participant make arrangements satisfactory to
the Committee for the withholding of any taxes required by law to
be withheld with respect to the issuance or delivery of such
shares, including without limitation by the withholding of shares
that would otherwise be so issued or delivered, by withholding
from any other payment due to the Participant, or by a cash
payment to the Company by the Participant.
15. GOVERNING LAW
The Plan and all actions taken thereunder shall be governed by
and construed in accordance with the laws of the State of Nevada
By:/s/ Bruce M. Tomiyami
Bruce M. Tomiyami, President
MPEG Super Site, Inc.
Shawn F. Hackman, a P.C.
3360 West Sahara Avenue
Suite 200
Las Vegas, NV 89102
(702) 732-2253
September 28, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Rocky Mountain Power Company 1999
Incentive Compensation Program
Ladies and Gentlemen:
We have acted as counsel to Rocky Mountain Power Company, a
Colorado corporation (the "Company"), in connection with its
Registration Statement on Form S-8 relating to the registration
of 750,000 shares of its common stock (the "Shares"), $0.001 par
value per share. The Shares are issuable pursuant to the
Company's 1999 Incentive Compensation Plan (the "Plan").
In our representation we have examined such documents, corporate
records, and other instruments as we have deemed necessary or
appropriate for purposes of this opinion, including, but not
limited to, the Articles of Incorporation and Bylaws of the
Company.
Based upon the foregoing, it is our opinion that the Company is
duly organized and validly existing as a corporation under the
laws of the State of Nevada, and that the Shares, when issued and
sold in accordance with the terms of the Plan, will be validly
issued, fully paid, and non-assessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Shawn F. Hackman, a P.C.
By:/s/Shawn F. Hackman, Esq.
Shawn F. Hackman, Esq.
Kurt D. Saliger, Certified Public Accountant
5000 West Oakey Boulevard
Suite A-4
Las Vegas, Nevada 89146
July 31, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Rocky Mountain Power Company 1999
Incentive Compensation Program
Ladies and Gentlemen:
As certified public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
report dated July 31, 1999 in Rocky Mountain Power Company's Form
S-8, and to all references to our Firm included in this
registration statement.
Sincerely,
By:/s/ Kurt D. Saliger
Kurt D. Saliger, Certified Public Accountant
