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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement
[_] Confidential, for use of the Commission only
(as permitted by Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material under Rule 14a-12
Ikon Ventures, Inc.
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(Name of Registrant As Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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:
________________________________________________________________________________
2) Aggregate number of securities to which transaction applies:
________________________________________________________________________________
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:*
________________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
________________________________________________________________________________
5) Total fee paid:
________________________________________________________________________________
[_] 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:
________________________________________________________________________________
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*Set forth the amount on which the filing fee is calculated and state how it was
determined.
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IKON VENTURES, INC.
Suite 305, Collier House, 163/169 Brompton Road
London SW3 1PY
England
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
FEBRUARY 16, 2001
To the Shareholders of Ikon Ventures, Inc.
NOTICE is hereby given that a Special Meeting (the "Meeting") of
Shareholders of IKON VENTURES, INC., a Nevada corporation (the "Company"), will
be held at the offices of Bryan Cave LLP, 245 Park Avenue, New York, New York,
10167, on February 16, 2001, at 10:00 A.M. for the following purposes:
1. To approve an amendment to the Company's certificate of incorporation
effectuating a one for one hundred reverse stock split.
2. To ratify and approve the 2001 Employee Stock Compensation Plan.
3. To approve amendments to the Company's bylaws to permit (i)
shareholders' action in lieu of a formal meeting to be taken by
majority consent, and (ii) amendments to the Company's bylaws to
be adopted by board consent.
All of the above matters are more fully described in the accompanying
Proxy Statement.
The Board of Directors has fixed the close of business on January 26,
2001 as the date for the determination of shareholders entitled to notice of,
and to vote at, the Meeting. A list of shareholders entitled to vote at the
Meeting will be open to examination by shareholders during ordinary business
hours for a period of ten (10) days prior to the Meeting at the executive
offices of the Company, Suite 305, Collier House, 163/169, Brompton Road, London
SW3 1PY, England. The list will also be available at the Meeting.
By order of the Board of Directors,
Ian Rice
Chairman and Chief Executive Officer
London, England
February 1, 2001
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IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND THIS MEETING, PLEASE DATE AND SIGN THE
ENCLOSED PROXY CARD AND RETURN IT IN THE ENVELOPE PROVIDED. IF YOU ATTEND THE
MEETING, YOU MAY REVOKE THE PROXY AND VOTE YOUR SHARES IN PERSON.
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IKON VENTURES, INC.
Suite 305, Collier House, 163/169 Brompton Road
London SW3 1PY
England
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SPECIAL MEETING OF SHAREHOLDERS
---------------------------
PROXY STATEMENT
Approximate Date of Mailing: February 1, 2001
The enclosed proxy is solicited on behalf of the Board of Directors
(the "Board") of Ikon Ventures, Inc. (the "Company") for use at the Special
Meeting of Shareholders to be held at the time and place set forth in the
foregoing notice and at any adjournments thereof (the "Meeting"). January 26,
2001 has been fixed by the Board as the record date for the determination of
shareholders (the "Shareholders") of the Company's common stock, par value
$0.001 per share (the "Common Stock"), entitled to notice of, and to vote at,
the Meeting. At the close of business on January 26, 2001, there were
outstanding and entitled to vote 31,023,000 shares of Common Stock. Proxies in
the accompanying form, which are properly executed and duly returned to the
Company and not revoked prior to exercise, will be voted in accordance with the
instructions contained therein. If a proxy is executed and returned without
instructions as to how it is to be voted, such proxy will be voted in favor of
all proposals contained in this Proxy Statement. Each proxy granted pursuant to
this solicitation is revocable and may be revoked at any time prior to its
exercise provided written notice of revocation is received by the Secretary of
the Company prior to the Meeting. A Shareholder who attends the Meeting in
person may, if he or she wishes, vote by ballot at the Meeting, thereby
canceling any proxy previously given by such Shareholder.
The holders of one-third of the shares of Common Stock issued and
outstanding and entitled to vote at the Meeting, present in person or
represented by proxy, shall constitute a quorum at the Meeting. Any Shareholder
present in person or by proxy at the Meeting who abstains from voting on any
particular matter described herein will nonetheless be counted for purposes of
determining a quorum. For purposes of voting on the matters described herein,
the affirmative vote of a majority of the shares of Common Stock present or
represented by proxy at the Meeting and entitled to vote is required for
ratification.
With respect to any of the matters to be voted upon, if the Shareholder
abstains from voting or directs his or her proxy to abstain from voting, the
shares are considered present at the Meeting for such matter but, since they are
not affirmative votes for the matter, they will have the same effect as votes
against the matter. With respect to broker non-votes on any such matter, the
shares are not considered present at the Meeting for such matter and they are,
therefore, not counted in respect of such matter. Such broker non-votes do have
the practical effect of reducing the number of affirmative votes required to
achieve a majority for such matter by reducing the total number of shares from
which the majority is calculated.
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INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
Subject to Shareholders' approval of the Company's 2001 Employee Stock
Compensation Plan (as discussed below under Proposal 2), the Company's current
officers and directors will be eligible for participation thereunder. To date,
no awards have been made to the current officers and directors of the Company
under such plan.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of the date hereof, based
on information obtained from the persons named below, with respect to the
beneficial ownership of the Common Stock by (i) each director and officer of the
Company and (ii) all directors and officers as a group. The number of shares of
Common Stock owned are those "beneficially owned" as determined under the rules
of the Securities and Exchange Commission, including any shares of Common Stock
as to which a person has sole or shared voting or investment power and any
shares of Common Stock which the person has the right to acquire within 60 days
through the exercise of any option, warrant or right. To the Company's
knowledge, there are no beneficial owners of 5% or more of the Common Stock. The
address for each person is c/o Ikon Ventures, Inc., 163/169 Brompton Road,
London SW3 1PY, England.
<TABLE>
<CAPTION>
Number of Percent
Name and Address of Beneficial Owner Shares Owned Owned
------------------------------------ ------------ -----
<S> <C> <C>
Ian Rice 837,900 2.7%
Stephen Gross -0- --
Kurt Schlapfer -0- --
All Executive Officers and Directors
as a Group (3 persons).......................... 837,900 2.7%
</TABLE>
APPROVAL OF AMENDMENT
TO THE COMPANY'S CERTIFICATE OF INCORPORATION
TO EFFECT A ONE FOR ONE HUNDRED REVERSE STOCK SPLIT
(PROPOSAL 1)
Proposed Amendment
The Board has approved an amendment (the "Amendment") to Article VI of
the Company's Articles of Incorporation, as amended (the "Articles of
Incorporation"), to effect a one for one hundred reverse stock split (the
"Reverse Stock Split"). If the Amendment is approved by the Shareholders, a
sentence would be added at the end of Article VI thereof, so that, as amended,
said Article shall read in its entirety as follows:
"Article IV. The Corporation shall have authority to issue an aggregate
of One Hundred Million (100,000,000) shares of common voting equity
stock of par value one mil ($0.001) per share, and no other class or
classes of stock, for a total capitalization of $100,000. The
Corporation's capital stock may be sold from time to time for such
consideration as may be fixed by the Board of Directors, provided that
no consideration so fixed shall be less than par value. Each 100 shares
of Common Stock outstanding at 9:00 a.m. on February 19, 2001 shall be
deemed to be one share of Common Stock of the Corporation, par value
one mil ($0.001) per share."
As of January 26, 2001, there were 31,023,000 shares of Common Stock
outstanding. If the Amendment is approved and assuming no additional issuances,
there would be approximately 310,230 shares of Common Stock ("New Common Stock")
issued and outstanding upon the filing of the Amendment with the Secretary of
State of Nevada (the "Effective Date"). As a result of rounding, the actual
number of shares may vary slightly.
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Reasons For Amendment
The Amendment has been recommended by the Board to make the Company
more attractive to potential sellers of businesses to be acquired by the
Company. The Company does not currently have any operations and its principal
activity has been to seek business opportunities. As the Company has no
substantial assets, the Board anticipates that it will have to issue shares of
common stock in order to acquire a business. If the Amendment is adopted, the
Board believes that the Company will have to issue fewer shares of New Common
Stock to the sellers of such business and therefore the total number of issued
and outstanding shares of New Common Stock after any such acquisition would be
reduced to a level more readily acceptable to such sellers. In addition,
although the Common Stock is admitted for trading on the OTC Electronic Bulletin
Board, there has been no active market for the Common Stock. The Board believes
that the decrease in the number of shares of Common Stock outstanding as a
consequence of the Reverse Stock Split may stimulate interest in the New Common
Stock and a market for such shares may develop, although there can be no
assurance that any such market will develop. The Company does not have any
pending acquisitions and there can be no assurance that a suitable business
opportunity will be effected even if the Amendment is adopted.
Principal Effects of The Reverse Stock Split
Assuming the Amendment is adopted, then upon filing of the Amendment
with the Secretary of State of Nevada:
1. The Reverse Stock Split will result in each 100 presently
issued and outstanding shares of Common Stock being automatically
converted into one share of New Common Stock. No further action on the
part of any shareholder will be necessary to effect this conversion.
Stock certificates representing the Common Stock will automatically be
deemed to represent the appropriate number of shares of New Common
Stock.
2. As a result of the Reverse Stock Split, an active market
may develop for the New Common Stock on the OTC Electronic Bulletin
Board and the price per share may increase to reflect the reduced
number of shares of New Common Stock issued and outstanding. THERE CAN
BE NO ASSURANCE THAT AN ACTIVE PUBLIC TRADING MARKET MAY DEVELOP OR
THAT THE PRICE PER SHARE MAY INCREASE OR THAT ANY SUCH MARKET OR
INCREASE WILL REMAIN FOLLOWING THE EFFECTIVENESS OF THE REVERSE STOCK
SPLIT.
3. The Reverse Stock Split will not have any effect on the par
value of each share of Common Stock which will remain at $0.001 per
share.
4. Any shareholder who owns other than even increments of 100
shares of Common Stock after the Reverse Split (an "Odd Lot") may incur
increased transaction costs, such as brokerage fees, in connection with
the sale of such Odd Lot.
5. The New Common Stock issued pursuant to the Reverse Stock
Split will be fully paid and non-assessable. The voting rights and
other rights that accompany the Common Stock will not be altered by the
Amendment. The Reverse Stock Split will not affect any shareholder's
proportionate equity ownership of the Company. However, the reduction
in the number of outstanding shares caused by the Reverse Stock Split
will increase proportionately the Company's reported earnings or loss
per share and book value per share.
Exchange of Stock Certificates
As soon as practicable after the Effective Date, shareholders of record
on the Effective Date will be furnished with the necessary materials and
instructions for the surrender and exchange of their certificates representing
shares of existing Common Stock. One share of New Common Stock will be issued in
exchange for 100 presently issued and outstanding shares of Common Stock.
Beginning on the Effective Date, each certificate representing shares of the
Common Stock, will be deemed for all corporate purposes to evidence ownership of
shares of New Common Stock. Accordingly, shareholders may, but need not,
surrender and exchange their certificates representing shares of existing Common
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Stock. SHAREHOLDERS SHOULD NOT SUBMIT ANY STOCK CERTIFICATES TO THE COMPANY OR
THE COMPANY'S TRANSFER AGENT UNTIL REQUESTED TO DO SO. No service charge will be
payable by shareholders in connection with the exchange of certificates as all
costs will be borne by the Company.
No Fractional Shares; No Reduction to Zero
No fractional certificates will be issued in connection with the
Reverse Stock Split. On the Effective Date, shareholders who would be entitled
to receive fractional shares because they hold a number of shares not evenly
divisible by 100, will be entitled, in lieu thereof, to receive such number of
shares as rounded up to the nearest whole share. Any shareholder who holds less
than one hundred shares will be entitled to receive one share.
Dissenters' Rights
Under the provisions of the applicable Nevada General Corporation Law,
shareholders are not provided with dissenters' rights or rights of appraisal in
connection with a reverse stock split of any class.
Federal Income Tax Consequences
A summary of the federal income tax consequences of the Reverse Stock
Split is set forth below. The following discussion is based upon present federal
tax laws and does not purport to be a complete discussion of the consequences of
the Reverse Stock Split. This discussion is for general information only and
does not discuss consequences which may apply to special classes of taxpayers
(e.g., non-resident aliens, broker-dealers, or insurance companies).
Accordingly, shareholders are advised to consult their own tax advisors for more
detailed information regarding the effects of the Reverse Stock Split on their
own individual tax status. The Reverse Stock Split will be treated as a tax-free
recapitalization of the Company and as a tax-free exchange to its shareholders
to the extent that shares of presently issued and outstanding Common Stock are
exchanged for shares of New Common Stock. The shares of New Common Stock issued
to each shareholder will have an aggregate basis for computing gain or loss
equal to the aggregate basis of shares of Common Stock held by such shareholder
immediately prior to the Reverse Stock Split. A shareholder's holding period for
shares of New Common Stock will include the holding period for shares of Common
Stock exchanged therefore, provided that the shares of Common Stock were capital
assets held by such shareholder.
The Board recommends a vote FOR approval of the proposed amendment to
the Articles of Incorporation.
APPROVAL OF
2001 EMPLOYEE STOCK COMPENSATION PLAN
(PROPOSAL 2)
The Board has adopted the 2001 Employee Stock Compensation Plan (the
"Plan") subject to approval by the Company's shareholders.
The Plan is intended to further the growth and advance the best
interests of the Company, by supporting and increasing the Company's ability to
attract, retain and compensate persons of experience and ability and whose
services are considered valuable, to encourage the sense of proprietorship in
such persons, and to stimulate the active interest of such persons in the
development and success of the Company. This Plan provides for stock
compensation through the award of the Company's Common Stock.
Summary
The following summary of the Plan is not intended to be complete and is
qualified in its entirety by reference to the Plan itself, a copy of which is
attached hereto as Exhibit A.
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The Board of Directors may appoint a Compensation Committee of the
Board of Directors (the "Committee") to administer the Plan. In the absence of
such appointment, the Board of Directors will be responsible for the
administration of this Plan. The Committee will have sole power to award Common
Shares under the Plan. The determination of those eligible to receive an award
of Plan Shares shall rest in the sole discretion of the Committee, subject to
the provisions of the Plan. Awards of shares under the Plan may be made as
compensation for services rendered, directly or in lieu of other compensation
payable, as a bonus in recognition of past service or performance or may be sold
to an employee.
Shares Subject to the Plan
The maximum number of shares which may be awarded under the Plan is
5,000,000. This number has already been adjusted for the Reverse Stock Split.
However, no award may be issued that would bring the total of all outstanding
awards under the Plan to more than 20% of the total number of shares of Common
Stock of the Company at the time outstanding.
Persons Eligible to Receive Awards
Awards may generally be granted to (i) executive officers, officers and
directors (including advisory and other special directors) of the Company; (ii)
full-time and part-time employees of the Company; (iii) natural persons engaged
by the Company as a consultant, advisor or agent; and (iv) a lawyer, law firm,
accountant or accounting firm, or other professional or professional firm
engaged by the Company.
Grants or Awards of Shares
Generally, the Committee has complete discretion to determine when and
to which employees shares are to be granted, and the number of shares to be
awarded to each employee. Grants to employees may be made for cash, property,
services rendered or other form of payment constituting lawful consideration
under applicable law. Shares awarded other than for services rendered may not be
sold at less than the fair value of the Common Stock on the date of grant.
Federal Income Tax Consequences
A summary of the federal income tax consequences of receiving shares
under the Plan is set forth below. The following discussion is based upon
present federal tax laws and does not purport to be a complete discussion of the
consequences of receiving of shares under the Plan. Any specific questions which
a recipient may have concerning the tax consequences should therefore be
referred to his individual tax advisers.
A recipient will realize compensation income in an amount equal to the
fair market value of the shares received less any amount paid for such stock
upon the earlier of (a) the time when the recipient's rights with respect to
such stock are no longer subject to a substantial risk of forfeiture, or (b) the
stock is transferable by the recipient, unless the recipient otherwise elects
pursuant to a special election provided in Section 83(b) of the Internal Revenue
Code of 1986, as amended (the "Code"). Dividends paid to the recipient during a
period of restriction will be taxable as compensation income unless the election
referred to in the preceding sentence has been made. The Company will be
entitled to a deduction under the Code and equal to the amount of compensation
income that is realized by the recipient provided applicable withholding
requirements are met.
Withholding of Taxes
The Company may require that the employee pay to the Company the entire
amount or a portion of any taxes which the Company is required to withhold by
reason of granting shares under the Plan, in such amount as the Company in its
discretion may determine. In lieu of part or all of any such payment, the
employee may elect to have the Company withhold from the shares issued under the
Plan a sufficient number of shares to satisfy such withholding obligations. If
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the Company becomes required to pay withholding taxes to any federal, state or
other taxing authority as a result of the granting of shares under the Plan, and
the employee fails to provide the Company with the funds with which to pay that
withholding tax, the Company may withhold up to 50% of each payment of salary or
bonus to the employee (which will be in addition to any required or permitted
withholding), until the Company has been reimbursed for the entire withholding
tax it was required to pay in respect of the award of shares under the Plan.
Plan Termination Date
The Plan will terminate on the tenth anniversary of its effective date,
unless terminated earlier by the Board of Directors or unless extended by the
Board of Directors, after which time no incentive award grants may be authorized
under the Plan.
Amendment of the Plan
The Committee has absolute discretion to amend the Plan. However, the
Committee has no authority to extend the term of the Plan, to increase the
number of shares subject to award under the Plan or to amend the definition of
"Employee" under the Plan.
AMENDMENTS TO BYLAWS
(PROPOSAL 3)
The Board has resolved to amend the bylaws of the Company.
If approved by the Shareholders, Article II.8 of the Company's bylaws
will be amended as follows:
"8. Written Consent of Shareholders Without a Meeting
Whenever the shareholders are required or permitted to take
any action by vote, such action may be taken without a
meeting, without prior notice and without a vote, if a written
consent, setting forth the action so taken, shall be signed by
the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize
or take such action at a meeting called for such purpose."
If approved by the Shareholders, Article VII.7 of the Company's bylaws
will be amended as follows:
"7. Amendments
These by-laws may be altered, amended, supplemented or
repealed or new by-laws may be adopted (a) at any regular or
special meeting of shareholders at which a quorum is present
or represented, by the affirmative vote of the holders of a
majority of the shares entitled to vote, provided notice of
the proposed alteration, amendment or repeal be contained in
the notice of such meeting, or (b) by a resolution adopted by
a majority of the whole board of directors at any regular or
special meeting of the board. The shareholders shall have
authority to change or repeal any by-laws adopted by the
directors."
Reasons for the Amendments
Shareholders' Action by Majority Consent
The Company's current bylaws provide that a shareholders' consent in
lieu of a meeting must be unanimous. Nevada law permits shareholders' action in
lieu of a meeting to be taken by majority consent. The Company believes that the
ability to adopt a shareholders' action by majority consent as permitted by
Nevada law will facilitate decision making within the Company, especially with
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respect to those actions that require a rapid response by the Company's
shareholders. The Company believes that the obligation to call a shareholders'
meeting to approve certain corporate actions for which such shareholders'
approval is required and for which it has procured the requisite number of votes
will complicate the corporate decision making process.
The Company's securities are registered under the Securities Exchange
Act of 1934. Therefore, in the event of a shareholders' consent in lieu of a
meeting, in accordance with the rules and regulations of the Securities and
Exchange Commission, it will be required to distribute to all shareholders an
information statement that sets forth in detail the action for which
shareholders' approval was obtained and the reason for the action taken. Such
information statement is virtually identical to a proxy statement, except that
it does not contain a solicitation of proxies. As a result, the shareholders of
the Company will at all times be kept informed as to any significant
shareholders' actions, whether or not their vote was solicited in connection
with such actions.
Amendments of the Bylaws by the Board of Directors
The Company's current bylaws provide that the bylaws may be amended by
shareholders' vote only. Nevada law permits amendment of a corporation's bylaws
by simple resolution of its board directors without the necessity of a
shareholders' vote. The Company believes that the ability to amend the bylaws by
a simple vote of the Board as permitted by Nevada law will enhance the Company's
decision making process. It will enable the Company to respond rapidly to
corporate law developments that may have an effect on the Company's internal
management structure without having to seek a shareholders' vote. This is
especially appropriate when the amendment sought does not impact directly on the
rights of the Company's Shareholders.
The Company's bylaws, as amended, will contain a provision that permits
an amendment to the bylaws to be adopted by shareholders' vote. Any such vote
would override a vote of the Board.
The Board recommends a vote FOR the amendments to the Company's bylaws.
OTHER BUSINESS
Management does not know of any other matters to be presented at the
Meeting for action by the Shareholders. If any other matters requiring a vote of
the Shareholders arise at the Meeting or any adjournment thereof, it is intended
that votes will be cast pursuant to the proxies with respect to such matters in
accordance with the best judgment of the persons acting under the proxies
SOLICITATION AND EXPENSES OF SOLICITATION
Officers and employees of the Company may solicit proxies by personal
interview, mail, telegraph and telephone. No compensation will be paid by the
Company to any person in connection with the solicitation of proxies. Brokers,
bankers and other nominees will be reimbursed for out-of-pocket and other
reasonable clerical expenses incurred in obtaining instructions from beneficial
owners of the Company's stock. The cost of preparing this Proxy Statement and
all other costs in connection with solicitation of proxies for the Meeting are
being borne by the Company.
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Even if you plan to attend the Meeting in person, please sign, date and
return the enclosed proxy promptly. If you attend the Meeting, your proxy can be
voided at your request and you may vote in person if you choose. A postage-paid
return-addressed envelope is enclosed for your convenience. Your cooperation in
giving this matter your immediate attention and in returning your proxies will
be appreciated.
By order of the Board of Directors,
Ian Rice
Chairman and Chief Executive Officer
February 1, 2001
9
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EXHIBIT A
IKON VENTURES, INC.
2001 EMPLOYEE STOCK COMPENSATION PLAN
Purpose of the Plan.
This 2001 Employee Stock Compensation Plan ("Plan") is
intended to further the growth and advance the best interests of IKON VENTURES,
INC., a Nevada corporation (the "Company"), and Affiliated Corporations, by
supporting and increasing the Company's ability to attract, retain and
compensate persons of experience and ability and whose services are considered
valuable, to encourage the sense of proprietorship in such persons, and to
stimulate the active interest of such persons in the development and success of
the Company and Affiliate Corporations. This Plan provides for stock
compensation through the award of the Company's Common Stock.
Definitions.
Whenever used in this Plan, except where the context might
clearly indicate otherwise, the following terms shall have the meanings set
forth in this section:
"Act" means the U.S. Securities Act of 1933, as amended.
"Affiliated Corporation" means any Parent or Subsidiary of the Company.
"Award" or "grant" means any grant or sale of Common Stock made under
this Plan.
"Board of Directors" means the Board of Directors of the Company. The
term "Committee" is defined in Section 4 of this Plan.
"Code" means the Internal Revenue Code of 1986, as amended.
"Common Stock" or "Common Shares" means the common stock, $.001 par
value per share, of the Company, or in the event that the
outstanding Common Shares are hereafter changed into or
exchanged for different shares or securities of the Company,
such other shares or securities.
"Date of Grant" means the day the Committee authorizes the grant of
Common Stock or such later date as may be specified by the
Committee as the date a particular award will become
effective.
"Employee" means and includes the following persons: (i) executive
officers, officers and directors (including advisory and other
special directors) of the Company or an Affiliated
Corporation; (ii) full-time and part-time employees of the
Company or an Affiliated Corporation; (iii) natural persons
engaged by the Company or an Affiliated Corporation as a
consultant, advisor or agent; and (iv) a lawyer, law firm,
accountant or accounting firm, or other professional or
professional firm engaged by the Company or an Affiliated
Corporation.
"Parent" means any corporation owning 50% or more of the total combined
voting stock of all classes of the Company or of another
corporation qualifying as a Parent within this definition.
"Participant" means an Employee to whom an Award of Plan Shares has
been made.
<PAGE>
"Plan Shares" means shares of Common Stock from time to time subject to
this Plan.
"Subsidiary" means a corporation more than 50% of whose total combined
capital stock of all classes is held by the Company or by
another corporation qualifying as a Subsidiary within this
definition.
Effective Date of the Plan.
The effective date of this Plan is __________, 2001. No Plan
Shares may be issued after ____________, 2011.
Administration of the Plan.
The Compensation Committee of the Board of Directors
("Committee"), and in default of the appointment or continued existence of such
Committee the Board of Directors, will be responsible for the administration of
this Plan, and will have sole power to award Common Shares under this Plan.
Subject to the express provisions of this Plan, the Committee shall have full
authority and sole and absolute discretion to interpret this Plan, to prescribe,
amend and rescind rules and regulations relating to it, and to make all other
determinations which it believes to be necessary or advisable in administering
this Plan. The determination of those eligible to receive an award of Plan
Shares shall rest in the sole discretion of the Committee, subject to the
provisions of this Plan. Awards of Plan Shares may be made as compensation for
services rendered, directly or in lieu of other compensation payable, as a bonus
in recognition of past service or performance or may be sold to an Employee as
herein provided. The Committee may correct any defect, supply any omission or
reconcile any inconsistency in this Plan in such manner and to such extent it
shall deem necessary to carry it into effect. Any decision made, or action
taken, by the Committee arising out of or in connection with the interpretation
and administration of this Plan shall be final and conclusive.
Stock Subject to the Plan.
The maximum number of Plan Shares which may be awarded under
this Plan is 5,000,000 shares. However, no award may be issued that would bring
the total of all outstanding Plan Shares under the Plan to more than 20% of the
total number of shares of Common Stock of the Company at the time outstanding.
Persons Eligible to Receive Awards.
Awards may be granted only to Employees (as herein defined).
Grants or Awards of Plan Shares.
Except as otherwise provided herein, the Committee shall have
complete discretion to determine when and to which Employees Plan Shares are to
be granted, and the number of Plan Shares to be awarded to each Employee. A
grant to an Employee may be made for cash, property, services rendered or other
form of payment constituting lawful consideration under applicable law; Plan
Shares awarded other than for services rendered shall be sold at not less than
the fair value thereof on the date of grant. No grant will be made if, in the
judgment of the Committee, such a grant would constitute a public distribution
with the meaning of the Act or the rules and regulations promulgated thereunder.
Delivery of Stock Certificates.
As promptly as practicable after authorizing an award of Plan
Shares, the Company shall deliver to the person who is the recipient of the
award, a certificate or certificates registered in that person's name,
<PAGE>
representing the number of Plan Shares that were granted. Unless the Plan Shares
have been registered under the Act, each certificate evidencing Plan Shares
shall bear a legend to indicate that such shares represented by the certificate
were issued in a transaction which was not registered under the Act, and may
only be sold or transferred in a transaction that is registered under the Act or
is exempt from the registration requirements of the Act. In the absence of
registration under the Act, any person awarded Plan Shares may be required to
execute and deliver to the Company an investment letter, satisfactory in form
and substance to the Company, prior to issuance and delivery of the shares. An
award may be made under this Plan wherein the Plan Shares may be issued only
after registration under the Act.
Assignability.
An award of Plan Shares may not be assigned. Plan Shares
themselves may be assigned only after such shares have been awarded, issued and
delivered, and only in accordance with law and any transfer restrictions imposed
at the time of award.
Employment Not Conferred.
Nothing in this Plan or in the award of Plan Shares shall
confer upon any Employee the right to continue in the employ of the Company or
Affiliated Corporation nor shall it interfere with or restrict in any way the
lawful rights of the Company or any Affiliated Corporation to discharge any
Employee at any time for any reason whatsoever, with or without cause.
Laws and Regulations.
The obligation of the Company to issue and deliver Plan Shares
following an award under this Plan shall be subject to the condition that the
Company be satisfied that the sale and delivery thereof will not violate the Act
or any other applicable laws, rules or regulations.
Withholding of Taxes.
If subject to withholding tax, the Company or any Affiliated
Corporation may require that the Employee concurrently pay to the Company the
entire amount or a portion of any taxes which the Company or Affiliated
Corporation is required to withhold by reason of granting Plan Shares, in such
amount as the Company or Affiliated Corporation in its discretion may determine.
In lieu of part or all of any such payment, the Employee may elect to have the
Company or Affiliated Corporation withhold from the Plan Shares issued hereunder
a sufficient number of shares to satisfy withholding obligations. If the Company
or Affiliated Corporation becomes required to pay withholding taxes to any
federal, state or other taxing authority as a result of the granting of Plan
Shares, and the Employee fails to provide the Company or Affiliated Corporation
with the funds with which to pay that withholding tax, the Company or Affiliated
Corporation may withhold up to 50% of each payment of salary or bonus to the
Employee (which will be in addition to any required or permitted withholding),
until the Company or Affiliated Corporation has been reimbursed for the entire
withholding tax it was required to pay in respect of the award of Plan Shares.
Reservation of Shares.
The stock subject to this Plan shall, at all times, consist of
authorized but unissued Common Shares, or previously issued shares of Common
Stock reacquired or held by the Company or an Affiliated Corporation equal to
the maximum number of shares the Company may be required to issue as stated in
Section 5 of this Plan, and such number of Common Shares hereby is reserved for
such purpose. The Committee may decrease the number of shares subject to this
<PAGE>
Plan, but only the Board of Directors my increase such number, except as a
consequence of a stock split or other reorganization or recapitalization
affecting all Common Shares.
Amendment and Termination of the Plan.
The Committee may suspend or terminate this Plan at any time
or from time to time, but no such action shall adversely affect the rights of a
person granted an Award under this Plan prior to that date. Otherwise, this Plan
shall terminate on the earlier of the terminal date stated in Section 3 of this
Plan or the date when all Plan Shares have been issued. The Committee shall have
absolute discretion to amend this Plan, subject only to those limitations
expressly set forth herein; however, the Committee shall have no authority to
extend the term of this Plan, to increase the number of Plan Shares subject to
award under this Plan or to amend the definition of "Employee" to include
executive officers or directors of the Company or any Affiliated Corporation.
Delivery of Plan.
A copy or synopsis (for which copy the prospectus will serve)
or description of this Plan shall be delivered to every person to whom an award
of Plan Shares is made. The Secretary of the Company may, but is not required
to, also deliver a copy of the resolution or resolutions of the Committee
authorizing the award.
Liability.
No member of the Board of Directors, the Committee or any
other committee of directors, or officers, employees or agents of the Company or
any Affiliated Corporation shall be personally liable for any action, omission
or determination made in good faith in connection with this Plan.
Miscellaneous Provisions.
The place of administration of this Plan shall be in the State
of Colorado (or subsequently, wherever the Company's principal executive offices
are located), and the validity, construction, interpretation and effect of this
Plan and of its rules, regulations and rights relating to it, shall be
determined solely in accordance with the laws of the State of Colorado. Without
amending this Plan, the Committee may issue Plan Shares to employees of the
Company who are foreign nationals or employed outside the United States, or
both, on such terms and conditions different from those specified in this Plan
but consistent with the purpose of this Plan, as it deems necessary and
desirable to create equitable opportunities given differences in tax laws in
other countries. All expenses of administering this Plan and issuing Plan Shares
shall be borne by the Company.
Reorganizations and Recapitalizations or the Company.
(a) The shares of Common Stock subject to this Plan are shares
of the Common Stock of the Company as currently constituted. If, and whenever,
the Company shall effect a subdivision or consolidation of shares or other
capital readjustment, the payment of a Common Stock dividend, a stock split,
combination of shares (reverse stock split) or recapitalization or other
increase or reduction of the number of shares of the Common Stock outstanding
without receiving compensation therefor in money, services or property, then the
number of shares of Common Stock subject to this Plan shall (i) in the event of
an increase in the number of outstanding shares, be proportionately increased;
and (ii) in the event of a reduction in the number of outstanding shares, be
proportionately reduced.
(b) Except as expressly provided above, the Company's issuance
of shares of Common Stock of any class, or securities convertible into shares of
Common Stock of any class, for cash or property, or for labor or services,
either upon direct sale or upon the exercise of rights or warrants to subscribe
therefor, or upon conversion of shares or obligations of the Company convertible
<PAGE>
into or exchangeable for shares of Common Stock or other securities, shall not
affect, and no adjustment by reason thereof shall be made with respect to, the
number of shares of Common Stock subject to this Plan.
By signature below, the undersigned officers of the Company
hereby certify that the foregoing is a true and correct copy of the 2001
Employee Stock Compensation Plan of the Company.
DATED: _____________, 2001
IKON VENTURES, INC.
By.........................................
Authorized Officer
(SEAL)
By..............................................
Secretary or Assistant Secretary
<PAGE>
IKON VENTURES, INC.
This Proxy is Solicited on Behalf of the Board of Directors.
The undersigned hereby appoints Ian Rice and Steven A. Saide as
Proxies, each with the power to appoint his substitute, and hereby authorizes
either of them to represent and to vote, as designated below, all the shares of
common stock of Ikon Ventures, Inc. held of record by the undersigned on January
26, 2001, at the special meeting of shareholders to be held February 16, 2001,
or at any adjournment thereof.
The Board of Directors Recommends a Vote "FOR" Proposal 1
PROPOSAL 1 - REVERSE STOCK SPLIT
/_/ FOR /_/ AGAINST /_/ ABSTAIN
The Board of Directors Recommends a Vote "FOR" Proposal 2
PROPOSAL 2 - APPROVAL OF 2001 EMPLOYEE STOCK COMPENSATION PLAN
/_/ FOR /_/ AGAINST /_/ ABSTAIN
The Board of Directors Recommends a Vote "FOR" Proposal 3
PROPOSAL 3 - AMENDMENTS TO BYLAWS
/_/ FOR /_/ AGAINST /_/ ABSTAIN
The shares represented by this proxy will be voted as directed by the
shareholder. If no such direction is given, such shares will be voted "FOR"
Proposals 1, 2 and 3.
PLEASE DATE AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.
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In their discretion, the Proxies are authorized to vote upon such other business
as may properly come before the meeting or any adjournment thereof. This proxy
when properly executed will be voted in the manner directed herein by the
undersigned shareholder.
Please sign, date and return this proxy promptly, using the enclosed envelope.
Date:
---------------------------------
Signature
-----------------------------
Signature
if held jointly
-----------------------
Please sign exactly as name appears.
When shares are held by joint tenants,
both should sign. When signing as
attorney, executor, administrator,
guardian or trustee, please give full
title as such. If a corporation, please
sign in full corporate name by
President or other authorized officer.
If a partnership, please sign
partnership name by authorized person.
