SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
WOLF INDUSTRIES, INC.
---------------------
(Exact name of Registrant as specified in its charter)
NEVADA 98--171619
- ------ ----------
(State of Incorporation) (I.R.S. Employer ID No.)
Suite 404, 110 Cambie Street,
Vancouver, British Columbia, Canada V6B 2M8
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(Address of Principal Offices)
Wolf Industries, Inc. Amended 1998 Directors and
Officers Stock Option Plan;
Wolf Industries, Inc., Amended 1998 Key Personnel Compensation Plan
-------------------------------------------------------------------
(Full Title of the Plans)
Patrick McGowan
WOLF INDUSTRIES, INC.
Suite 404, 110 Cambie Street
Vancouver, British Columbia, Canada V6B 2M8
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(Name and address of Agent for Service)
(604)688-6306
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(Telephone number, including area code of Agent for Service)
CALCULATION OF REGISTRATION FEE
Title of Amount of Max. Off. Maximum Amount of
Securities Securities Price Aggregate Registration
Registered Registered Per Share Offering Price Fee
- ---------- ---------- --------- --------- ------------
Common Stock(1) 2,000,000 $0.27(2) $540,000 $150.12
(1) Issueable pursuant to options granted or shares granted pursuant to
the plans.
(2) Estimated Price in accordance with Rule 457(h)and based upon the last
reported sale on the NASD OTC Electronic Bulletin Board on December 7,
1998.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The documents containing the information related to the Wolf
Industries, Inc. Amended 1998 Directors and Officers Stock Option Plan and
the Wolf Industries, Inc., Amended 1998 Key Personnel Compensation Plan
which are filed as exhibits to this Registration Statement (the
"Registration Statement") and documents incorporated by reference in
response to Item 3 of Part II of this Registration Statement, which taken
together constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act of 1933 (the "Securities Act") will be sent or
given to the participant by the Registrant as specified by Rule 428(b)(1)
of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information.
As required by this Item, the Registrant shall provide to the
participant a written statement advising them of the availability without
charge, upon written or oral request, of documents incorporated by
reference in Item 3 of Part II hereof and of documents required to be
delivered pursuant to Rule 428(b) under the Securities Act. The statement
shall include the address listing the 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 Registrant incorporates the following documents filed with the
Securities and Exchange Commission by reference in this Registration
Statement:
(a) The Registrant's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1997.
(b) The Registrant's Quarterly Report on Form 10-QSB for the three
month period ended March 31, 1997.
(c) The Registrant's Quarterly Report on Form 10-QSB for the six
month period ended June 30, 1997.
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<PAGE>
(d) The Registrant's Quarterly Report on Form 10-QSB for the six
month period ended September 30, 1997.
(e) Description of the Common Stock as incorporated in the
Registration Statement on Form 10SB dated June 19, 1997.
(f) Current Report on Form 8-K dated September 3, 1998.
(g) All other documents filed by Registrant after the date of this
Registration Statement under Section 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934, (the Exchange Act) are
incorporated by reference herein and in in the Section 10
Prospectus to be a part thereof from the date of filing of such
documents.
Item 4. Not Applicable.
Item 5. Interests of Named Experts and Counsel: Not applicable.
Item 6. Indemnification of Officers and Directors.
The Company's Certificate of Incorporation provides the Company's
Officers and Directors the full extent of the protection offered by the
Private Corporation Law of the State of Nevada.
The Private Corporation Law of the State of Nevada provides that a
corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed legal action by
reason that the person is or was a director, officer, employee or agent of
the corporation against expenses, including attorney's fees, judgements,
fines and amount to be paid in settlement actually and reasonably incurred
by the indemnified party if the indemnified party acted in good faith and
in a manner reasonably believed to be in or not opposed to the best
interests of the corporation and with respect to any criminal action, if
the indemnified party had no reasonable cause to believe his conduct was
unlawful.
Item 7. Exemption from Registration Claimed: Not Applicable
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<PAGE>
Item 8. Exhibits.
5.1 Opinion of Dennis Brovarone, regarding legality of shares being
issued.
23.1 Consent of Dennis Brovarone,(See Opinion).
23.2 Consent of Dick Cook Schulli, Chartered Accountants
99.4 The Wolf Industries, Inc. Amended 1998 Directors and Officers
Stock Option Plan
99.5 The Wolf Industries, Inc., Amended 1998 Key Personnel
Compensation Plan
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes.
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to the Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information in the
Registration Statement;
(iii) 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.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934, as amended that are incorporated by reference into
this Registration Statement.
4
<PAGE>
(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 to the securities offered therein, and
the offering of such securities offered 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 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 provisions described
in Item 6, 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 expenses incurred
or paid by a director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of
its counsel that matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the questions whether such
indemnification is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Vancouver, British Columbia on
this 7th Day of December, 1998
WOLF INDUSTRIES, INC.
By: PATRICK MCGOWAN
---------------------------------
Patrick McGowan, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated.
SIGNATURE TITLE DATE
- --------- ----- ----
PATRICK MCGOWAN Chairman of the Board December 7, 1998
- ------------------
Patrick McGowan
ALLEN SCHWABE Director, December 7, 1998
- ------------------ Secretary, Treasurer
Allen Schwabe
DAVID GANE Director December 7, 1998
- ------------------
David Gane
6
EXHIBIT 5.1
DENNIS BROVARONE
ATTORNEY AND COUNSELOR AT LAW
11249 West 103rd Drive
Westminster, Colorado 80021
ph: 303 466 4092 / fax: 303 466 4826
December 7, 1998
Board of Directors
Wolf Industries, Inc.
Re: Registration Statement on Form S-8
----------------------------------
Gentlemen:
You have requested my opinion as to the legality of the issuance by
Wolf Industries, Inc., (the "Corporation") of up to 2000,000 shares of
Common Stock (the "Shares") pursuant to a Registration Statement on Form S-8
(the "Registration Statement") to be filed on or before December 9, 1998.
Pursuant to your request I have reviewed and examined:(1).The Articles
of Incorporation of the Corporation, as amended (the "Articles"); (2). The
Bylaws of the Corporation, as certified by the Secretary of the
Corporation; (3). The minute book of the Corporation; (4). A copy of
certain resolutions of the Board of Directors of the Corporation; (5). The
Registration Statement; (6).The Corporation's Compensation Plans covered by
the Registration Statement; and (7).Such other matters as I have deemed
relevant in order to form my opinion.
Based upon the foregoing, and subject to the qualifications set forth
below, I am of the opinion that the Shares, if issued as described in the
Registration Statement will have been duly authorized, legally issued,
fully paid and non-assessable.
This opinion is furnished by me as counsel to the Corporation and is
solely for your benefit. Neither this opinion nor copies hereof may be
relied upon by, delivered to, or quoted in whole or in part to any
governmental agency or other person without our prior written consent. My
opinion is subject to the qualification that no opinion is expressed herein
as to the application of state securities or Blue Sky laws.
Not withstanding the above, I consent to the use of this opinion in
the Registration Statement. In giving my consent, I do not admit that I
come without the category of persons whose consent is required under
Section 7 of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
DENNIS BROVARONE
Dennis Brovarone
EXHIBIT 23.2
December 8, 1998
Securities and Exchange Commission
Washington, D.C. 20549
Dear Sir or Madam:
Re: Wolf Industries, Inc.
We have prepared the auditors' report and the audited financial statements
for Wolf Industries Inc., for the fiscal year ended December 31, 1997
included in said Company's Annual Report on form 10-KSB and do hereby
consent to the incorporation by reference of our auditor's report and
audited financial statements in the Company's registration statement on
form S-8 in which this consent is included as an exhibit.
Very truly yours,
DICK COOK SCHULI
Signed Dick Cook Schulli
Garry Cook, CA
GV/vld
EXHIBIT 99.4
WOLF INDUSTRIES, INC.
AMENDED 1998 DIRECTORS AND OFFICERS
STOCK OPTION PLAN
ARTICLE I
DEFINITIONS
As used herein, terms have the meaning hereinafter set forth unless
the context should clearly indicate the contrary:
(a) "Board" shall mean the Board of Directors of the Company;
(b) "Days" shall mean for calculation purposes the days of the week
in which the NASD OTC Electronic Bulletin Board conducts and is open for
regular trading activity;
(c) "Company" shall mean Wolf Industries, Inc., a Nevada corporation;
(d) "Director" shall mean a member of the Board;
(e) "Grant" means the issuance of an Option hereunder to an Optionee
entitling such Optionee to acquire Stock on the terms and conditions set
forth in a Stock Option Agreement to be entered into with the Optionee;
(f) "Officer" shall mean an Executive Officer of the Company or a
Consultant or Advisor to the Company designated as an Officer by the
Company's Board of Directors;
(g) "Option" shall mean the right granted to an Optionee to acquire
Stock of the Company pursuant to the Plan;
(h) "Optionee" shall mean an Officer of the Company or a Director of
the Company to whom a Grant hereunder has been made;
(i) "Plan" shall mean the Wolf Industries, Inc., Amended 1998
Directors and Officers Stock Option Plan, the terms of which are herein set
forth;
(j) "Stock" shall mean the common stock of the Company or, in the
event the outstanding shares of stock are hereafter changed into or
exchanged for shares of different stock or securities of the Company or
some other corporation, such other stock or securities;
(k) "Stock Option Agreement" shall mean the agreement between the
Company and an Optionee under which an Optionee may acquire Stock pursuant
to the Plan.
ARTICLE II
THE PLAN
2.1 NAME. The plan shall be known as the "Wolf Industries, Inc.,
Amended 1998 Directors and Officers Stock Option Plan."
<PAGE>
2.2 PURPOSE. The purpose of the Plan is to advance the business and
development of the Company and its shareholders by affording to the
Directors and Officers of the Company the opportunity to acquire a
propriety interest in the Company by the grant of Options to such persons
under the terms herein set forth. By doing so, the Company seeks to
motivate, retain and attract highly competent, highly motivated Officers
and Directors to lead the Company through this critical time in its
evolution and ensure the success of the Company. The Options to be granted
hereunder are non-statutory Options.
2.3 EFFECTIVE DATE. The Plan shall become effective upon its
adoption by the Board of the Company.
2.4 TERMINATION DATE. The Plan shall terminate ten (10) years from
the date the Plan is adopted by the Board of the Company and at such time
any Options granted hereunder shall be void and of no further force or
effect.
ARTICLE III
PARTICIPANTS
Only Officers and Directors of the Company shall be eligible to be
granted an Option under the Plan. The Board may grant Options to any
Director or Officer in accordance with such determinations as the Board
may, from time to time, in its sole discretion make.
ARTICLE IV
ADMINISTRATION
4.1 The Plan shall be administered by the Board of Directors of the
Company. Subject to the express provisions of the Plan, the Board shall
have the sole discretion and authority to determine from among eligible
persons those to whom and the time or times at which Options may be granted
and the number of shares of Stock to be subject to each Option. Subject to
the express provisions of the Plan, the Board shall also have complete
authority to interpret the Plan, to prescribe, amend and rescind rules and
regulations related to it and to determine the details and provisions of
each Stock Option Agreement and to make all other determinations necessary
or advisable in the administration of the Plan.
4.2 RECORDS OF PROCEEDINGS. The Board shall maintain written
minutes of its actions which shall be maintained among the records of the
Company.
4.3 MAJORITY. A majority of the members of the Board shall
constitute a quorum and any action taken by a majority present at such
meeting, when properly noticed, at which a quorum is present or any action
taken without a meeting evidenced by a writing executed by all members of
the Board shall constitute the action of the Board.
4.4 COMPANY ASSISTANCE. The Company shall supply full and timely
information to the Board in all matters relating to eligible Optionees,
their status, death, retirement, disability and such other pertinent facts
as the Board may require. The Company shall furnish the Board with such
clerical and other assistance as is necessary in the performance of its
duties.
<PAGE>
ARTICLE V
SHARES OF STOCK SUBJECT TO THE PLAN
5.1 LIMITATION. The number of shares of Stock which may be issued
and sold hereunder shall not exceed 2,000,000 shares.
5.2 OPTIONS GRANTED UNDER THE PLAN. Shares of stock with respect to
which an Option is granted hereunder, but which lapses prior to exercise,
shall be considered available for grant hereunder. Therefore, if Options
granted hereunder shall terminate for any reason without being wholly
exercised, new Options may be granted hereunder covering the number of
shares to which such terminated Options related.
ARTICLE VI
OPTION PROVISIONS
6.1 OPTIONS. Each Option granted hereunder shall be evidenced by
minutes of a meeting of or the written consent of the Board and by a
written Stock Option Agreement dated as of the date of grant and executed
by the Company and the Optionee, which agreement shall set forth such terms
and conditions as may be determined by the Board consistent with the Plan.
6.2 LIMITATIONS. The Options granted hereunder are non-statutory
Options which do not satisfy the requisites of Section 422 of the Internal
Revenue Code, as amended.
6.3 OPTION PRICE. The per share Option price for the stock subject
to each Option shall be $1.00 per share or such other price as the Board
may determine.
6.4 OPTION PERIOD. Each Option granted hereunder must be granted
within five (5) years from the effective date of the Plan. The period for
the exercise of each Option shall be determined by the Board, but in no
instance shall such period exceed six (6) months from the date of grant of
the Option.
6.5 OPTION EXERCISE.
(a) Options granted hereunder may not be exercised until and unless
the Optionee shall meet the conditions precedent established by the Board
for the Officers or Directors, if any.
(b) Options may be exercised by the Officer or Director in whole or
in part for the entire option only. Optionees may exercise their Option at
any time by giving written notice to the Company with respect to the
specified option, delivered to the Company at its principal office together
with payment in full to the Company of the amount of the Option price for
the number of shares with respect to which the Option(s) are then being
exercised.
6.6 NON-TRANSFERABILITY OF OPTION. No Option or any right relative
thereto shall be transferred by an Optionee otherwise than by will or by
the laws of descent and distribution. During the lifetime of an Optionee,
the Option shall be exercisable only by him or her.
<PAGE>
6.7 EFFECT OF DEATH OR OTHER TERMINATION OF EMPLOYMENT OR
DIRECTORSHIP.
(a) If the Officer or Director's relationship with the Company shall
be terminated, with or without cause, or by the act of the Officer or
Director, the Optionee's right to exercise such Options shall terminate
and all rights thereunder shall cease three (3) days after the date on
which such person's association is terminated, unless extended in writing
by the Board of Directors. Provided however, that if the Optionee shall
die or become permanently and totally disabled while employed by or serving
as a non-employee Director of the Company, as solely determined by the
Board in accordance with its policies, then either his or her personal
representatives or a transferee under the Optionee's will or pursuant to
the laws of descent and distribution, or the disabled Optionee may exercise
the Option in full six (6) months from the date of such death or
disability. In the case of an Optionee's retirement in accordance with the
Company's established retirement policy, such Option shall remain
exercisable by the Optionee for three (3) days from the date of such
retirement unless extended in writing by the Board of Directors.
(b) No transfer of an Option by the Optionee by will or the laws of
descent and distribution shall be effective to bind the Company unless the
Company shall have been furnished with a written notice thereof and an
authenticated copy of the will and/or such other evidence as the Committee
may deem necessary to establish the validity of the transfer and the
acceptance by the transferee or transferees of the terms and conditions of
such Option.
6.8 RIGHTS AS A SHAREHOLDER.
(a) An Optionee or a transferee of an Option shall have no rights as
a shareholder of the Company with respect to any shares subject to any
unexercised Options.
(b) Ownership rights with respect to the total number of shares
exercised shall vest with the Officer or Director according the schedule
established by the Board of Directors at the time of Grant.
6.9 REQUIRED FILINGS. An Optionee to whom an Option is granted
under the terms of the Plan is required to file appropriate reports with
the Internal Revenue Service. As a condition of the receipt of an Option
hereunder, Optionees shall agree to make necessary filings with the
Internal Revenue Service. The Company shall assist and cooperate with
Optionees by providing the necessary information required for compliance of
this condition.
ARTICLE VII
STOCK CERTIFICATES
7.1 ISSUANCE. The Company shall issue and deliver any certificate for
shares of Stock purchased upon the exercise of any Option granted hereunder.
7.2 TRANSFER RESTRICTIONS. The Board shall instruct the Secretary
of the Corporation to impose restrictions of the subsequent transferability
of Stock issued pursuant to Options to be granted hereunder as necessary.
The Stock of the Company to be issued pursuant to the exercise of an Option
shall have such restrictions prominently displayed as a legend on such
certificate. The Secretary of the Corporation shall further instruct the
Transfer Agent to place a stop transfer order on the
<PAGE>
shares issued pursuant to Options to be granted hereunder until such time
as full ownership rights to the shares vest in the Officer or Director
according to any vesting schedule established by the Board of Directors.
ARTICLE VIII
TERMINATION, AMENDMENT, OR MODIFICATION OF THE PLAN
The Board may at any time terminate the plan, and may at any time and
from time to time and in any respect amend or modify the Plan. Provided,
however, if the Plan has been submitted to and approved by the shareholders
of the Company no such action by the Board may be taken without approval of
the majority of the shareholders of the Company which: (a) increases the
total number of shares of Stock subject to the Plan, except as contemplated
in Section 5.3 hereof; (b) changes the manner of determining the Option
price; or (c) withdraws the administration of the Plan from the Board.
ARTICLE IX
EMPLOYMENT
9.1 EMPLOYMENT. Nothing in the Plan or any Option granted hereunder
or in any Stock Option Agreement shall confer upon a non-employee Director
receiving such Option or Stock Option Agreement the status as an employee
of the Company. Further, nothing in the Plan or any Option granted
hereunder shall in any manner create in any Optionee the right to continue
their relationship with the Company or create any vested interest in such
relationship, including employment.
9.2 OTHER COMPENSATION PLANS. The adoption of the Plan shall not
effect any other stock option, incentive, or other compensation plan in
effect for the Company or any of its subsidiaries, nor shall the Plan
preclude the Company or any subsidiary thereof from establishing any other
forms of incentive or other compensation for employees or non-employee
Directors of the Company, or any subsidiary thereof.
9.3 PLAN EFFECT. The Plan shall be binding upon the successors and
assigns of the Company.
9.4 TENSE. When used herein nouns in the singular shall include the
plural.
9.5 HEADINGS OF SECTIONS ARE NOT PART OF THE PLAN. Headings of
articles and sections hereof are inserted for convenience and reference and
constitute no part of the Plan.
WOLF INDUSTRIES, INC.
By: /s/ PARTICK MCGOWAN
______________________________
Patrick McGowan, President
November 30, 1998
<PAGE>
By: /s/ ALLEN SCHWABE
______________________________
Allen Schwabe, Secretary
November 30, 1998
EXHIBIT 99.5
WOLF INDUSTRIES, INC.
AMENDED 1998 KEY PERSONNEL COMPENSATION PLAN
ARTICLE I
DEFINITIONS
As used herein, terms have the meaning hereinafter set forth
unless the context should clearly indicate the contrary:
(a) "Board" shall mean the Board of Directors of the Company;
(b) "Days" shall mean for calculation purposes the days of
the week in which the NASD OTC Electronic Bulletin Board conducts
and is open for regular trading activity;
(c) "Company" shall mean Wolf Industries, Inc., a Nevada
corporation;
(d) "Grant" means the issuance of an Option hereunder to Key
Personnel (an Optionee) entitling such Optionee to acquire Stock
on the terms and conditions set forth in a Stock Option Agreement
to be entered into with the Optionee or the issuance of Common
Stock directly to Key Personnel;
(e) "Key Personnel" shall mean a Company employee or part-time
employees, independent contractors, consultants and advisors
performing bonafide services to the Company who in the judgment of
the Committee has the ability to positively affect the
profitability and economic well-being of the Company. Key
Personnel shall not include Directors and Executive Officers of the
Company;
(f) "Option" shall mean the right granted to an Optionee to
acquire Stock of the Company pursuant to the Plan;
(g) "Plan" shall mean the Wolf Industries, Inc., 1998 Key
Personnel Compensation Plan, the terms of which are herein set
forth;
(h) "Stock" shall mean the common stock of the Company or, in
the event the outstanding shares of stock are hereafter changed
into or exchanged for shares of different stock or securities of
the Company or some other corporation, such other stock or
securities;
(i) "Stock Option Agreement" shall mean the agreement between
the Company and an Optionee under which an Optionee may acquire
Stock pursuant to the Plan.
(j) "Stock Grant Agreement" shall mean the agreement between
the Company and a Key Personnel under which the Key Personnel may
be granted Stock pursuant to the Plan.
ARTICLE II
THE PLAN
2.1 NAME. The plan shall be known as the "Wolf Industries,
Inc., Amended 1998 Key Personnel Compensation Plan."
<PAGE>
2.2 PURPOSE. The purpose of the Plan is to advance the
business and development of the Company and its shareholders by
affording to the Key Personnel of the Company the opportunity to
acquire a propriety interest in the Company by the grant of Options
or Common Stock to such persons under the terms herein set forth.
By doing so, the Company seeks to motivate, retain and attract
highly competent, highly motivated Key Personnel to lead the
Company through this critical time in its evolution and ensure the
success of the Company. The Options to be granted hereunder are
non-statutory Options.
2.3 EFFECTIVE DATE. The Plan shall become effective upon
its adoption by the Board of the Company.
2.4 TERMINATION DATE. The Plan shall terminate ten (10)
years from the date the Plan is adopted by the Board of the Company
and at such time any Options granted hereunder shall be void and of
no further force or effect.
ARTICLE III
PARTICIPANTS
Only Key Personnel of the Company shall be eligible to be
granted an Option under the Plan. The Board may grant Options to
any Key Personnel in accordance with such determinations as the
Board may, from time to time, in its sole discretion make.
ARTICLE IV
ADMINISTRATION
4.1 The Plan shall be administered by the Board of Directors
of the Company. Subject to the express provisions of the Plan, the
Board shall have the sole discretion and authority to determine
from among eligible persons those to whom and the time or times at
which Options may be granted and the number of shares of Stock to
be subject to each Option. Subject to the express provisions of
the Plan, the Board shall also have complete authority to interpret
the Plan, to prescribe, amend and rescind rules and regulations
related to it and to determine the details and provisions of each
Stock Option or Stock Grant Agreement and to make all other
determinations necessary or advisable in the administration of the
Plan.
4.2 RECORDS OF PROCEEDINGS. The Board shall maintain
written minutes of its actions which shall be maintained among the
records of the Company.
4.3 MAJORITY. A majority of the members of the Board shall
constitute a quorum and any action taken by a majority present at
such meeting, when properly noticed, at which a quorum is present
or any action taken without a meeting evidenced by a writing
executed by all members of the Board shall constitute the action of
the Board.
4.4 COMPANY ASSISTANCE. The Company shall supply full and
timely information to the Board in all matters relating to eligible
Optionees, their status, death, retirement, disability and such
other pertinent facts as the Board may require. The Company shall
furnish the Board with such clerical and other assistance as is
necessary in the performance of its duties.
<PAGE>
ARTICLE V
SHARES OF STOCK SUBJECT TO THE PLAN
5.1 LIMITATION. The number of shares of Stock which may be
issued and sold hereunder shall not exceed 3,000,000 shares.
5.2 OPTIONS GRANTED UNDER THE PLAN. Shares of stock with
respect to which an Option is granted hereunder, but which lapses
prior to exercise, shall be considered available for grant
hereunder. Therefore, if Options granted hereunder shall terminate
for any reason without being wholly exercised, new Options may be
granted hereunder covering the number of shares to which such
terminated Options related.
ARTICLE VI
OPTION PROVISIONS
6.1 OPTIONS. Each Option granted hereunder shall be
evidenced by minutes of a meeting of or the written consent of the
Board and by a written Stock Option Agreement dated as of the date
of grant and executed by the Company and the Optionee, which
agreement shall set forth such terms and conditions as may be
determined by the Board consistent with the Plan.
6.2 LIMITATIONS. The Options granted hereunder are non-statutory
Options which do not satisfy the requisites of Section 422 of the
Internal Revenue Code, as amended.
6.3 OPTION PRICE. The per share Option price for the stock
subject to each Option shall be as the Board may determine.
6.4 OPTION PERIOD. Each Option granted hereunder must be
granted within five (5) years from the effective date of the Plan.
The period for the exercise of each Option shall be determined by
the Board, but in no instance shall such period exceed six (6)
months from the date of grant of the Option.
6.5 OPTION EXERCISE.
(a) Options granted hereunder may not be exercised until and
unless the Optionee shall meet the conditions precedent established
by the Board for the Officers or Directors, if any.
(b) Options may be exercised by the Officer or Director in
whole or in part for the entire option only. Optionees may
exercise their Option at any time by giving written notice to the
Company with respect to the specified option, delivered to the
Company at its principal office together with payment in full to
the Company of the amount of the Option price for the number of
shares with respect to which the Option(s) are then being
exercised.
6.6 NON-TRANSFERABILITY OF OPTION. No Option or any right
relative thereto shall be transferred by an Optionee otherwise than
by will or by the laws of descent and distribution. During the
lifetime of an Optionee, the Option shall be exercisable only by
him or her.
6.7 EFFECT OF DEATH OR OTHER TERMINATION OF EMPLOYMENT OR
DIRECTORSHIP.
<PAGE>
(a) If the Officer or Director's relationship with the
Company shall be terminated, with or without cause, or by the act
of the Officer or Director, the Optionee's right to exercise such
Options shall terminate and all rights thereunder shall cease three
(3) days after the date on which such person's association is
terminated, unless extended in writing by the Board of Directors.
Provided however, that if the Optionee shall die or become
permanently and totally disabled while employed by or serving as a
non-employee Director of the Company, as solely determined by the
Board in accordance with its policies, then either his or her
personal representatives or a transferee under the Optionee's will
or pursuant to the laws of descent and distribution, or the
disabled Optionee may exercise the Option in full six (6) months
from the date of such death or disability. In the case of an
Optionee's retirement in accordance with the Company's established
retirement policy, such Option shall remain exercisable by the
Optionee for three (3) days from the date of such retirement unless
extended in writing by the Board of Directors.
(b) No transfer of an Option by the Optionee by will or the
laws of descent and distribution shall be effective to bind the
Company unless the Company shall have been furnished with a written
notice thereof and an authenticated copy of the will and/or such
other evidence as the Committee may deem necessary to establish the
validity of the transfer and the acceptance by the transferee or
transferees of the terms and conditions of such Option.
6.8 RIGHTS AS A SHAREHOLDER.
(a) An Optionee or a transferee of an Option shall have no
rights as a shareholder of the Company with respect to any shares
subject to any unexercised Options.
(b) Ownership rights with respect to the total number of
shares exercised or to the total number of shares granted shall
vest with the Key Personnel according the schedule established by
the Board of Directors at the time of Grant.
6.9 REQUIRED FILINGS. An Optionee to whom an Option is
granted under the terms of the Plan may be required to file
appropriate reports with the Internal Revenue Service. As a
condition of the receipt of an Option hereunder, Optionees shall
agree to make necessary filings with the Internal Revenue Service.
The Company shall assist and cooperate with Optionees by providing
the necessary information required for compliance of this
condition.
ARTICLE VII
STOCK CERTIFICATES
7.1 ISSUANCE. The Company shall issue and deliver any
certificate for shares of Stock purchased upon the exercise of any
Option granted hereunder or any grant of shares hereunder.
7.2 TRANSFER RESTRICTIONS. The Board shall instruct the
Secretary of the Corporation to impose restrictions of the
subsequent transferability of Stock issued hereunder as necessary.
The Stock of the Company to be issued shall have such restrictions
prominently displayed as a legend on such certificate. The
Secretary of the Corporation shall further instruct the Transfer
Agent to place a stop transfer order on the shares issued pursuant
to Options to be granted hereunder until such time as full
ownership rights to the shares vest in the Key Personnel according
to any vesting schedule established by the Board of Directors.
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ARTICLE VIII
TERMINATION, AMENDMENT, OR MODIFICATION OF THE PLAN
The Board may at any time terminate the plan, and may at any
time and from time to time and in any respect amend or modify the
Plan. Provided, however, if the Plan has been submitted to and
approved by the shareholders of the Company no such action by the
Board may be taken without approval of the majority of the
shareholders of the Company which: (a) increases the total number
of shares of Stock subject to the Plan, except as contemplated in
Section 5.3 hereof; (b) changes the manner of determining the
Option price; or (c) withdraws the administration of the Plan from
the Board.
ARTICLE IX
EMPLOYMENT
9.1 EMPLOYMENT. Nothing in the Plan or any Option granted
hereunder or in any Stock Option Agreement Stock Grant Agreement
shall confer upon the Key Personnel receiving such Option, Stock
Option Agreement, Stock or Stock Grant Agreement, the status as an
employee of the Company. Further, nothing in the Plan or any
Option granted hereunder shall in any manner create in any Key
Personnel the right to continue their relationship with the Company
or create any vested interest in such relationship, including
employment.
9.2 OTHER COMPENSATION PLANS. The adoption of the Plan
shall not effect any other stock option, incentive, or other
compensation plan in effect for the Company or any of its
subsidiaries, nor shall the Plan preclude the Company or any
subsidiary thereof from establishing any other forms of incentive
or other compensation for employees or non-employee Directors of
the Company, or any subsidiary thereof.
9.3 PLAN EFFECT. The Plan shall be binding upon the
successors and assigns of the Company.
9.4 TENSE. When used herein nouns in the singular shall
include the plural.
9.5 HEADINGS OF SECTIONS ARE NOT PART OF THE PLAN. Headings
of articles and sections hereof are inserted for convenience and
reference and constitute no part of the Plan.
WOLF INDUSTRIES, INC.
By: /s/ PATRICK MCGOWAN
______________________________
Patrick McGowan, President
November 30, 1998
By: /s/ ALLEN SCHWABE
______________________________
Allen Schwabe, Secretary
November 30, 1998
