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U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INVESTAMERICA, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 87-0400797
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(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1776 PARK AVENUE, PARK CITY, UTAH 84060
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
435-615-8801
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ISSURER'S TELEPHONE NUMBER
1999 STOCK OPTION PLAN
BONUS SHARES ISSUABLE TO JAMES DUNCAN,
LYLE KERR AND NEIL WIELER UNDER EMPLOYMENT
AGREEMENTS WITH OPTICA COMMUNICATIONS INC.
(Full title of the plans)
Douglas Smith
4664 Loughheed Hwy,
Burnaby, BC, Canada 84123
(Name and address of agent for service)
(801) 808-6096
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPIES OF COMMUNICATIONS TO:
Eric W. Nodiff, Esq.
Dornbush Mensch Mandelstam & Schaeffer, LLP
747 Third Avenue
New York, New York 10017
(212) 759-3300
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
offering aggregate Amount of
Title of securities Amount to be price offering registration
to be registered registered per unit price fee
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Common Stock, par 20,300,000 shares $5.06 $102,718,500 $27,117.68
value, $.001 per
share
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* Estimated solely for purposes of calculating the registration fee.
Calculated in accordance with Rule 457(c) under the Securities Act of 1933
based upon the average of the bid and asked price of Common Stock of
InvestAmerica, Inc. as reported on the NASD over-the-counter bulletin board
on March 8, 2000.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission are incorporated herein by reference:
(a) The Registration Statement of the
Company on Form 10-SB filed on November
30, 1999 registering the Company's Common
Stock, par value $.001 per share (the
"Common Stock"), under Section 12 of the
Securities Exchange Act of 1934 which
contains a description of the Common
Stock.
(b) All other reports of the Company
filed pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934
since the end of the fiscal year ended
September 30, 1999.
All documents subsequently filed by the Company 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 indicating that all securities offered
hereby have been sold or deregistering all such securities then unsold,
shall be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing of such documents.
ITEM 4. Description of Securities.
Not Applicable.
ITEM 5. Interests of Named Experts and Counsel.
Not Applicable.
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ITEM 6. Indemnification of Directors and Officers.
The Amended Articles of Incorporation for the Company do contain provisions
for indemnification of the officers and directors; in addition, Section
78.751 of the Nevada General Corporation Laws provides as follows: 78.751
Indemnification of officers, directors, employees and agents; advance
of expenses.
1. 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
action, suit or proceeding, whether civil, criminal, administrative or
investigative, except an action by or in the right of the corporation, by
reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses, including
attorney's fees, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with the action, suitor proceeding if
he acted in good faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, does not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the corporation, and that, with respect
to any criminal action or proceeding, he had reasonable cause to believe that
his conduct was unlawful.
2. 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 action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses, including amounts paid in settlement and attorneys' fees
actually and reasonably incurred by him in connection with the defense or
settlement of the action or suit if he acted in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interests
of the corporation. Indemnification may not be made for any claim, issue
or matter as to which such a person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable to the
corporation or for amounts paid in settlement to the corporation, unless and
only to the extent that the court in which the action or suit was brought or
other court of competent jurisdiction determines upon application that in
view of all the circumstances of the case, the person is fairly and
reasonably entitled to indemnity for such expenses as the court deems proper.
3. To the extent that a director, officer, employee or agent
of a corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections 1 and 2, or in
defense of any claim, issue or matter therein, he must be indemnified by the
corporation against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection with the defense.
4. Any indemnification under subsections 1 and 2, unless ordered by a
court or advanced pursuant to subsection 5, must be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances. The determination must be made: (a) By the stockholders: (b)
By the board of directors by majority vote of a quorum consisting o directors
who were not parties to act, suit or proceeding; (c) If a majority vote of a
quorum consisting of directors who were not parties to the act, suit or
proceeding so orders, by independent legal counsel in a written opinion; or
(d) If a quorum consisting of directors who were not parties to the act, suit
or proceeding cannot to obtained, by independent legal counsel in a written
opinion; or
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5. The Articles of Incorporation, the Bylaws or an agreement made by the
corporation may provide that the expenses of officers and directors incurred
in defending a civil or criminal, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of
the action, suit or proceeding, upon receipt of an undertaking by or on behalf
of the director or officer to repay the amount if it is ultimately determined
by a court of competent jurisdiction that he is not entitled to be
indemnified by corporation. The provisions of this subsection do not affect
any rights to advancement of expenses to which corporate personnel other than
the directors or officers may be entitled under any contract or otherwise by
law.
6. The indemnification and advancement of expenses authorized
in or ordered by a court pursuant to this section: (a) Does not exclude any
other rights to which a person seeking indemnification or advancement of
expenses may be entitled under the articles of incorporation or any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise, for
either an action in his official capacity or an action in another capacity
while holding his office, except that indemnification, unless ordered by a
court pursuant to subsection 2 or for the advancement of expenses made
pursuant to subsection 5, may not be made to or on behalf of any director
or officer if a final adjudication establishes that his act or omissions
involved intentional misconduct, fraud or a knowing violation of the law
and was material to the cause of action. (b) Continues for a person who has
ceased to be a director, officer, employee or agent and endures to the
benefit of the heirs, executors and administrators of such a person. Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
ITEM 7. Exemption from Registration Claimed.
Not applicable.
ITEM 8. Exhibits.
4.1 - 1999 Stock Option Plan of the Company, as amended.
4.2 - Employment Agreement dated February 8, 2000 between
Optica Communications Inc., a subsidiary of the Company
("Optica") and James Duncan.
4.3 - Employment Agreement dated February 8, 2000 between
Optica and Lyle Kerr.
4.4 - Employment Agreement dated February 8, 2000 between
Optica and Neil Wieler.
5.1 - Opinion of Dornbush Mensch Mandelstam & Schaeffer, LLP.
23.1 - Consent of Dornbush Mensch Mandelstam & Schaeffer, LLP
(included in Exhibit 5).
23.2 - Consent of Braverman & Company.
24.1 - Power of Attorney (included in signature page).
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ITEM 9. Undertakings.
(a) The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration statement 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 Company hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Company'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
Securities Act of 1933 may be permitted to directors, officers, and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company 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 payment by the
Company of expenses paid or incurred by a director, officer or controlling
person of the Company 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 Company will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Burnaby, Province of British
Columbia, Canada, on the 13th day of March, 2000.
INVESTAMERICA, INC.
By:/s/ Douglas E. Smith
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Douglas E. Smith, President
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Douglas E. Smith and Brian
Kitts, and each of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, 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 to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or their substitutes 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 dates indicated:
/s/ Douglas E. Smith March 13, 2000
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Douglas E. Smith
President and Chief Executive Officer
and Director
/s/ Brian Kitts March 13, 2000
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Brian Kitts, Secretary and Director
/s/ Ernst Gemassmer March 13, 2000
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Ernst Gemassmer, Director
/s/ Fred F. Fierling March 13, 2000
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Fred F. Fierling, Director
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EXHIBIT 4.1
INVESTAMERICA, INC.
1999 STOCK OPTION PLAN
1. PURPOSE
The purpose of this Stock Option Plan (the "Plan") is to advance the
interests of InvestAmerica, Inc. (the "Company") and to encourage stock
ownership by participants. The Plan is intended to attract, motivate and
retain (1) employees of the Company and its affiliates, (2) consultants who
provide significant services to the Company and its affiliates, and (3)
directors of the Company who are not employees of the Company or any of its
affiliates.
2. SHARES SUBJECT TO THE PLAN
Subject to adjustment as provided in Article 7, the Company is authorized to
issue options ("Options") to purchase up to Twenty Million (20,000,000)
shares of its common stock ("Shares"). The Options may be comprised of
Incentive Stock Options ("ISO's") within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code") and non-Incentive
Stock Options ("Non-ISO's"). Any unpurchased Shares that are subject to an
Option that terminates for any reason other than exercise shall, unless this
Plan has been terminated, become available for future grant under this Plan.
The Company shall at all times reserve for issuance pursuant to this Plan a
number of its authorized but unissued Shares equal to the number of Shares
issuable under this Plan. Exercise of an Option shall decrease the number of
Shares available for grant under this Plan.
3. TERM OF PLAN
3.1. TERM.
This Plan shall become effective upon its adoption by the Board of Directors
of the Company (the "Board"). Unless sooner terminated under Article 6 or 7,
this Plan shall terminate upon the earlier of (a) the tenth anniversary of
its adoption by the Board or (b) the date on which all Shares available for
issuance under this Plan have been issued. Any Option outstanding under this
Plan at the time of its termination shall remain in effect in accordance with
its terms and conditions and those of this Plan.
3.2. SHAREHOLDER APPROVAL.
Within 12 months after the date of such adoption, this Plan shall be approved
by the shareholders of the Company in the degree and manner required under
applicable state and federal law. No Option shall become exercisable unless
and until such shareholder approval has been obtained. Any option exercised
before the shareholders approve the Plan must be rescinded if the
shareholders do not approve the Plan within 12 months after the Board adopts
the Plan. Shares issued pursuant to any such exercise shall not be counted
in determining whether such approval is obtained.
4. PARTICIPANTS
4.1. ELIGIBILITY.
The following persons shall be eligible to receive Options under this Plan:
(a) any employee (an "Employee") of the Company or of any present or future
parent or subsidiary corporation of the Company (an "Affiliate");
(b) any person who is engaged by the Company or an Affiliate to render bona
fide consulting or advisory services (other than in connection with the
offer or sale of securities in a capital raising transaction) and who
is compensated for such services, but who is not an Employee (a
"Consultant"); and
(c) any director of the Company or an Affiliate who is not an Employee,
whether compensated for such services or not (an "Outside Director").
4.2 ISO's; NON-ISO's.
Only Employees are eligible to receive ISO's. Employees, Consultants, and
Outside Directors are eligible to receive non-ISO's.
4.3 PARTICIPANTS TO BE SELECTED BY BOARD.
The Board shall have the authority in its sole discretion to select the
Employees, Consultants and Outside Directors to whom Options may from time to
time be granted under this Plan ("Participants").
4.4 LEGAL REPRESENTATIVES.
As used in this Plan, the term "Participant" includes any person who acquires
the legal right to exercise a Participant's Options by reason of the death or
incompetence of the Participant.
5. STOCK OPTIONS
5.1. OPTION AGREEMENT.
Grants of Options subject to this Plan shall be evidenced by a written option
agreement ("Option Agreement"), that shall specify the date of grant of the
Option, the number of Shares to which the Option pertains, the exercise price
of the Option, the expiration date of the Option, any conditions to exercise
of the Option and such other terms and conditions as the Board in its
discretion deems appropriate. The Option Agreement shall also specify
whether the Option is intended to be an ISO or a Non-ISO. If only a portion
of an Option is intended to qualify as an ISO, the Option Agreement shall so
state and the Option Agreement shall not require that the number of ISO's
exercised reduce the size of the Non-ISO portion, or vice-versa. Each Option
Agreement shall be signed by the Participant and an officer of the Company
designated by the Board.
5.2. NO EMPLOYMENT AGREEMENT.
No Option Agreement no anything contained in this Plan shall alter a
Participant's status as an "at will" employee of the Company, confer upon any
Participant any right to continue in the employ of the Company, or limit the
right of the Company to terminate a Participant's employment at any time and
for any or no reason.
5.3. VESTING RATE.
Options granted under this Plan shall vest (i.e., become exercisable) at such
rate or rates as the Board may determine. Nothing in this Plan requires
Options to be exercisable immediately upon grant.
5.4. EXERCISE PRICE.
5.4.1. Discretion of Board to Determine Price.
Subject to the provisions of this Article 5.4., the exercise price for
each Option shall be determined by the Board in its sole discretion.
5.4.2. ISO's.
Subject to Section 5.4.3, the exercise price of each ISO shall not be
less than 100% of the fair market value of the Shares, as the Board may
determine, on the date the Option is granted.
5.4.3. Ten Percent Shareholders.
The exercise price of each ISO granted to a Participant who, at the
time the Option is granted, owns stock possessing more than 10% of the
total combined voting power of all classes of stock of the Company or
of its Affiliates, shall be at least 110% of the fair market value of
the Shares, as the Board may determine, on the date the Option is
granted.
5.4.4. Determination of Fair Market Value.
The Board's determination of fair market value shall be final and
conclusive for the purposes of this Plan. If the Company's common
stock is publicly traded, the fair market value of the Shares as of any
date shall be determined as follows:
(a) If such stock is listed on a stock exchange or national market
system, fair market value shall be the closing sales price of a
share of the Company's common stock (or the closing bid price if
no sales were reported), as quoted on such exchange or system for
the last market trading day before the time of determination; or
(b) If such stock is quoted on the NASDAQ System (but not on its
National Market System) or regularly quoted by a recognized
securities dealer but selling prices are not reported, fair
market value shall be the mean of the highest bid and lowest
asked prices for such stock for the last market trading day
before the time of determination.
(c) If the Company's common stock is not publicly traded, the
fair market value of the Shares as of any date shall be
determined by reference to the price of reasonably comparable
publicly traded corporations, if any, in the same industry as the
Company, subject to appropriate adjustments for the
dissimilarities between the corporations being compared. If the
Company's common stock is not publicly traded and there are no
publicly traded corporations that are suitable as a basis for
comparison, predominant weight shall be given to the earnings
history, book value, and prospects of the Company in light of
market conditions generally. In determining fair market value,
the Board may, but is not obligated to, obtain and rely upon an
independent appraisal.
5.5. LIMITATION ON ISO GRANTS.
The aggregate fair market value (determined at the time the Option is
granted) of the Shares for which one or more ISO's granted under this Plan
(or any other incentive stock option plan of the Company or any Affiliate)
become exercisable by a Participant for the first time during any calendar
year shall not exceed $100,000 or such other amount as may be permitted under
subsequent amendments to Section 422 of the Code. To the extent that any one
or more ISO's violate this limitation, such excess Options shall be treated
as Non-ISO's. For purposes of this Article 5.5, ISO's shall be taken into
account in the order in which they were granted, and the fair market value of
the Shares shall be determined as of the time the Option with respect to such
Shares was granted.
5.6. PAYMENT OF EXERCISE PRICE; TAXES.
5.6.1. Form of Payment.
The Participant shall pay the per Share exercise price in full at the
time of exercise by bank cashier's check or, with, the approval of the
Board, a promissory note or shares of common stock of the Company, or
any combination of the foregoing such that the aggregate fair market
value of such stock (as determined by the Board) plus cash and notes
equals the total exercise price.
5.6.2. Promissory Notes.
The Company may require a promissory note to be with full recourse, to
be adequately secured by collateral other than the Shares purchased,
and to bear interest at market or above market rates (if such rates are
not usurious). It is the Company's policy not to accept promissory
notes except in unusual circumstances. Inability to pay cash is not
necessarily an unusual circumstance.
5.6.3. Withholding Taxes.
The Participant shall pay by bank cashier's check or other form of
payment acceptable to the Company, the amount of any state or federal
income or other tax that the Company is required to pay or withhold
upon exercise of an Option unless the incidence of such tax cannot
lawfully be placed on the Participant.
5.7. CONDITIONS TO EXERCISE.
No Option may be exercised if the transfer of Shares upon such exercise or
the method of payment of consideration for such Shares would constitute a
violation of any applicable securities or other law or regulation. Unless
the Shares are registered under the Securities Act of 1933 and any applicable
state securities law, as a condition to exercising an Option, the Participant
shall provide the Company with such written assurances as the Company deems
appropriate for the Option grant and exercise to qualify for exemption from
registration. Such assurances may include, among others, a representation
that the Participant intends to hold the Shares for investment and not for
distribution to the public. The Company has no obligation to register the
Options or Shares under the Securities Act of 1933 or any other law.
5.8. METHOD OF EXERCISE.
To exercise an Option for all or part of the Shares, the Participant must do
the following:
(a) provide the Chief Financial Officer of the Company with a written
notice of exercise that specifies the number of Shares for which the
Option is being exercised;
(b) pay the total exercise price for that number of Shares and any
withholding taxes as provided in Article 5.6.3;
(c) provide the Company with any written representations as required under
Article 5.7; and
(d) furnish to the Company appropriate documentation that, the person(s)
exercising the Option, if other than the Participant named in the
Option Agreement, have the right to do so.
5.9. DURATION.
5.9.1. Term of Exercisability.
Except as provided in this Article 5.9 or in any Option Agreement,
Options shall be exercisable only for so long as the Participant has
the same relationship with the Company as an Employee, Consultant or
Outside Director as the Participant had when the Option was granted,
but in any event not longer than 5 years after the date the Option is
granted.
5.9.2. Effect of Change of Relationship.
If a Participant's employment or other relationship with the Company
terminates but the Participant continues to be eligible under Section
4.1 of this Plan, the Board may, in its sole discretion and at any
time, elect to permit one or more of the Participant's Options to
continue as if the Participant's employment or other relationship had
not terminated, except that any such continued Option shall be a Non-
ISO if the Participant is no longer an Employee.
5.9.3. Exercise Following Termination of Employment.
Upon termination of a Participant's employment or other relationship
with the Company by reason of the Participant's death or total
disability (within the meaning of Section 22(e)(3) of the Code), the
Participant or the Participant's estate or any person who acquires the
right to exercise the option by bequest or inheritance, may exercise
the Option at any time within one year after such termination, but only
to the extent that the Option is exercisable for vested Shares on the
date of such termination and does not otherwise expire. Upon
termination of a Participant's employment or other relationship with
the Company for any other reason, the Board in its sole discretion
shall determine the length of time, if any, within which the
Participant may exercise any Option for vested Shares existing on the
date of such termination; provided, however, in the case of an ISO, the
Option shall terminate three months following the date the Participant
ceases to be an employee of the Company for any reason other than death
or total disability.
5.10. RESTRICTIONS ON TRANSFER.
5.10.1. Board May Impose Restrictions.
The Board may impose such restrictions on any Shares acquired pursuant
to the exercise of an Option as it may deem advisable, including, but
not limited to, restrictions related to applicable federal securities
laws, the requirements of any national securities exchange or system
upon which the Shares are then listed or traded, or any blue sky or
state securities laws.
5.10.2 Notation of Restrictions.
If transfer of the Shares is restricted under any applicable law, each
certificate representing such Shares shall bear a legend in form and
substance satisfactory to the Company reflecting that such Shares are
so restricted. The Company may also place a notation on any
certificate representing Shares purchased upon exercise of an ISO. To
enforce any restrictions on transfer of the Shares, the Company may set
forth in its stock transfer records a "stop transfer" order with
respect to the Shares. The Company shall not be liable for any refusal
to transfer the Shares on the books of the Company unless the transfer
complies with all terms and conditions of any restrictions imposed on
such Shares.
5.10.3. Market Standoff Requirement.
Each Participant shall, upon the request of the Company or the
underwriters managing any public offering of the Company's securities,
refrain from selling or disposing of any Shares without the prior
written consent of the Company and such underwriters, as the case may
be, for such period of time (not to exceed 180 days) after the
effective date of such registration requested by such managing
underwriters and subject to all restrictions as the Company or the
underwriters may specify. The Participant and the Company shall cause
any certificates representing the Shares to bear a legend in
substantially the following form:
SALE, TRANSFER, OR HYPOTHECATION OF THE SHARES REPRESENTED
BY THIS CERTIFICATE IS PROHIBITED FOR A PERIOD OF TIME
FOLLOWING A PUBLIC OFFERING OF THE STOCK OF THE CORPORATION
PURSUANT TO THE 1999 STOCK OPTION PLAN OF THE CORPORATION.
The legend shall be removed upon any resale of the Shares to the public
in an offering registered with the Securities and Exchange Commission
("SEC") or pursuant to Rule 144.
5.11. NOTICE OF DISQUALIFYING DISPOSITION OF ISO's.
Participants shall give the Company written notice of any disposition of any
Share acquired pursuant to exercise of an ISO if such disposition occurs
before the second anniversary of the date the Option was granted or the first
anniversary of the date of purchase of the Share disposed of, whichever
occurs later. A disposition includes any sale, exchange, gift, or other
transfer or attempted transfer of legal title. The notice shall include the
Participant's name, the number of Shares disposed of and the dates and prices
the Shares were both acquired and disposed of.
5.12. TRANSFERABILITY OF OPTION.
Options shall be transferable only by will or the laws of descent and
distribution. Only the Participant may exercise the Options during the
Participant's lifetime, except as provided in Article 5.9.3. Any other
purported transfer or assignment of any Option shall be void and of no
effect, and shall give the Company the right to terminate such Option as of
the date of such purported transfer or assignment.
5.13. ADJUSTMENTS TO OPTION RIGHTS.
Subject to the general limitations of this Plan, the Board may adjust the
exercise price, term, or any other provision of an Option by canceling and
regranting the Option or by amending or substituting the Option. Options
that have been so adjusted may have higher or lower exercise prices, have
longer or shorter terms, or be subject to different rights and restrictions
than prior Options. The Board may also adjust the number of Options granted
to a Participant by canceling outstanding Options or granting additional
Options. Except for adjustments necessary to ensure compliance with any
applicable state or federal law, or adjustments deemed appropriate to reflect
a change in a Participant's duties, employment status, or other relationship
with the Company, no such adjustment shall impair a Participant's rights
under any Option Agreement without the consent of the Participant.
6. ADMINISTRATION AND AMENDMENT OF THE PLAN
6.1. ADMINISTRATION BY BOARD OR COMMITTEE.
This Plan shall be administered by the Board and/or by a duly appointed
committee of the Board having such powers as the Board may delegate to such
committee. All references to the Board in this Plan shall also mean the
committee if one has been appointed. Members of the Board or the Committee
who are either eligible for Options or have been granted Options may vote on
any matters affecting the administration of the Plan or the grant of Options,
but no such member shall act upon the granting of an Option to himself or
herself. A member of the Board or the Committee may be counted in
determining the existence of a quorum at any meeting of the Board or
Committee, and may execute any written consent to the taking of action
without a meeting, for any action which is taken with respect to the granting
of an Option to such member.
6.2. INTENTIONALLY DELETED
6.3. DESIGNATION OF INELIGIBLE PERSONS.
The Board may from time to time designate individuals as ineligible to
participate in the Plan for a specified time so that such persons will be
eligible to serve as members of the Committee.
6.4. RIGHTS AND POWERS.
Subject to this Plan and, in the case of a committee, the specific rights and
powers delegated by the Board to such committee, the Board shall have the
authority and discretion to:
(a) determine who shall be a Participant;
(b) determine when Options are granted;
(c) determine the terms and conditions of Option Agreements (which terms
and conditions may differ among Agreements);
(d) interpret this Plan;
(e) adopt rules and regulations for implementing this Plan; and
(f) take such other action as is appropriate to the administration of this
Plan.
All decisions, determinations, and interpretations of the Board shall be
final and binding on all Participants.
6.5. TERMINATION; AMENDMENT.
The Board may from time to time suspend this Plan, terminate this Plan, or
amend this Plan as it deems desirable, without further action on the part of
the shareholders of the Company. The approval of the shareholders shall be
required, however, to (a) increase the total number of Shares that may be
issued under this Plan (except as otherwise provided herein); (b) change the
description of the persons eligible to be Participants; (c) change the
minimum exercise price; or (d) effect a change that under the Code, with
respect to ISO's, requires shareholder approval. Except as provided in
Article 7, or in an Option Agreement, the suspension, termination, or
amendment of this Plan shall not, without the consent of the Participant,
alter or impair any rights of the Participant under any Option Agreement.
6.6. UNILATERAL AMENDMENTS.
Notwithstanding any other provision of this, Plan or any Option Agreement,
and in addition to the powers described in Article 5.13, the Committee may
amend the Plan and any Option Agreement, without the consent of any
Participant, to the extent the Committee in the Committee's sole judgment
deems necessary or appropriate to comply with the requirements for any
exemption from the registration and qualification requirements of state and
federal securities laws, or the requirements of any other law.
6.7. REQUIREMENTS OF RULE 16b.
This Plan shall be administered in accordance with Rule 16b promulgated
under the Securities Exchange Act of 1934, or any successor rule. Unless
the Board determines otherwise in a specific case, Options granted to
persons subject to Section 16(b) of said Act must comply with Rule 16b and
shall contain such additional conditions or restrictions as may be
required thereunder to qualify for the maximum exemption from Section 16
with respect to Plan transactions. In addition, to the extent necessary
and desirable to comply with Rule 16b or with Section 422 of the Code (or
any other applicable law or regulation, including the requirements of the
NASD or an established stock exchange), the Company shall obtain
shareholder approval of any Plan amendment in such a manner and to such a
degree as required.
7. ADJUSTMENT OF AND CHANGES IN STOCK
7.1. RECAPITALIZATIONS.
If the number of the Company's outstanding shares of common stock is changed by
any stock dividend, stock split, reverse stock split, combination,
recapitalization, or re-classification, the number of Shares subject to this
Plan and to outstanding Options, and the exercise price for such Shares, shall
be equitably adjusted as determined by the Board.
7.2. LIQUIDATION.
In the event of the proposed liquidation or dissolution of the Company, the
Company shall notify the Participants at least 10 days before such proposed
action is taken. All unexercised Options shall terminate immediately before
such event.
7.3. REORGANIZATIONS IN WHICH COMPANY DISAPPEARS.
7.3.1. Notice of Reorganization.
The Company shall give each holder of Options at least 10 days prior
written notice of (a) a sale of all or substantially all of the Company's
assets, (b) any reorganization, merger, or consolidation of the Company
with any other corporation in which the Company is not the surviving
entity (except for a transaction the principal purpose of which is to
change the state in which the Company is incorporated), or (c) any other
corporate reorganization or business combination in which the beneficial
ownership of 50% or more of the Company's voting securities outstanding is
transferred.
7.3.2. Right to Cancel Options.
If an exercisable Option is not exercised within 5 days before such event,
the Company may cancel the Option by paying the Participant an amount
equal to the fair market value of the consideration that the Participant
would receive in exchange for the Shares underlying the Option, less the
exercise price of the Option.
7.3.3. Expiration of Options.
Unless a successor corporation, or parent or subsidiary thereof assumes
the unexercised Options or substitutes options to purchase substantially
equivalent securities of the successor or its parent or subsidiary for the
Options outstanding at the time of the closing of such event, all
outstanding Options shall terminate upon such event.
7.4. REORGANIZATIONS IN WHICH COMPANY SURVIVES.
Upon any other merger or consolidation of the Company in which there is any
adjustment in the common stock of the Company outstanding immediately before
such merger or consolidation, there shall be substituted for each Share then
subject to this Plan, the number and kind of shares of stock or other
securities or property into which each outstanding share of common stock of
the Company is converted by such merger or consolidation.
7.5. OTHER CHANGES.
Upon any other relevant change in the capitalization of the Company, the Board
may provide for an equitable adjustment to the number of Shares then subject to
this Plan, to any Options granted under this Plan, and to the exercise price
for such Shares as it deems appropriate.
7.6. NO FRACTIONAL SHARES.
No right to purchase fractional Shares shall result from any adjustment in
Options pursuant to this Article 7. Upon any such adjustment, the Shares
subject to Options of each Participant shall be rounded down to the nearest
whole Share. Alternatively, in the Company's discretion, the Shares subject
to Options of each Participant may be rounded up to the nearest whole Share.
The Company shall give notice of any adjustment to each holder of Options that
have been so adjusted. Such adjustment (whether or not such notice is given)
shall be effective and binding for all purposes of this Plan.
8. INTENTIONALLY DELETED
9. INFORMATION TO PARTICIPANTS
9.1. COPY OF PLAN.
The Company shall provide a copy of the Plan to each Participant.
9.2. INFORMATION CONFIDENTIAL.
No Participant shall disclose any confidential information about the Company
disclosed to the Participant in his or her capacity as a holder of Options. A
Participant may, however, disclose such information to his or her legal and
financial advisers in connection with advice to be rendered by them to the
Participant, or to any transferee of the Shares, but only if the advisor or
transferee agrees not to further disclose such information or to use the
information for the benefit of anyone other than the Participant, the
transferee as a holder of the Shares, or the Company.
10. TAX STATUS
The Company does not, by way of this Plan, any document, Option Agreement, or
otherwise, represent or warrant to any person, including the Participants, that
the grant or exercise of an Option or the subsequent disposition of Shares
obtained by the exercise of an Option pursuant to this Plan, or any other
aspect of this Plan, will have any particular tax effect.
11. MISCELLANEOUS
11.1. ADDITIONAL ACTIONS AND DOCUMENTS.
Each Participant shall execute and deliver such further documents and
instruments and shall take such other further actions as may be required or
appropriate to carry out the intent and purposes of this Plan or any Option
Agreement.
11.2. SUCCESSORS AND ASSIGNS.
All obligations imposed upon the Participants and all rights granted to the
Company under this Plan shall be binding upon each Participant's heirs, legal
representatives, successors, and assigns. This Plan, and the Option Agreement
with each Participant, shall be the sole and exclusive source of any and all
rights that a Participant and his or her heirs, legal representatives, or
successors shall have in respect to this Plan or any Options.
11.3. NO THIRD-PARTY BENEFICIARIES.
Nothing in this Plan or any Option Agreement shall (a) confer any rights or
remedies on any persons other than the parties and their respective successors
and assigns, (b) relieve or discharge the obligation of any third person to any
party, or (c) shall give any third person any right of subrogation or action
against any party.
11.4. AMENDMENTS, WAIVERS AND CONSENTS.
Except as provided in this Plan, no Option Agreement shall be amended except in
a writing signed by the Participant and the Company. No waiver or consent
shall be binding except in a writing signed by the party making the waiver, or
giving the consent. No waiver of any provision of an Option Agreement or
consent to any action shall constitute a waiver of any other provision or
consent to any other action, whether or not similar. No waiver or consent
shall constitute a continuing waiver or consent, except to the extent
specifically set forth in writing. For the protection of all parties,
amendments, waivers, and consents concerning Option Agreements that are not
in writing and signed by the party to be bound may be enforced only if they
are detrimentally relied upon and proved by clear and convincing evidence.
Such evidence may not include the alleged reliance.
11.5. NOTICE.
Any notice, instruction, or communication required or permitted to be given
under this Plan or any Option Agreement to any party shall be in writing (which
may include telex, telegram, telecopier, or other similar form of reproduction
followed by a mailed hard copy) and shall be deemed given when actually
received or, if earlier, five days after deposit in the United States Mail by
certified mail, return receipt requested, postage prepaid, or two days after
deposit with a nationally recognized air courier, fees prepaid, addressed to
the principal office or residence of such party as shown on the books of the
Company, or to such other address as such party may request by written notice.
The Company and each Participant shall make an ordinary, good faith effort to
ensure that the person to be given notice actually receives such notice.
11.6. INTENTIONALLY DELETED.
11.7. INTENTIONALLY DELETED.
11.8. GOVERNING LAW.
The rights and obligations of the parties shall be governed by, and this Plan
and each Option Agreement shall be construed and enforced in accordance with,
the laws of the State of Nevada, excluding its conflict of laws rules to the
extent such rules would apply the law of another jurisdiction. ISO's granted
under this Plan shall be interpreted and administered in accordance with
Section 422 of the Code. If any provision is susceptible of more than one
interpretation, it shall be interpreted in a manner consistent with this Plan
being an incentive stock option plan. If any provision of this Plan or any
Option Agreement is found by a court of competent jurisdiction to be invalid or
unenforceable, the remaining provisions shall continue to be fully effective.
11.9. PLAN GOVERNS.
If there is any inconsistency between this Plan and any documents related to
this Plan, including any Option Agreement, this Plan shall govern. Nothing in
this Plan shall be construed to constitute, or be evidence of, any right; in
favor of any person to receive Options hereunder or any obligation on the part
of the Company to issue Options with respect to its common stock.
EXHIBIT 4.2
Mr. Jim Duncan February 8, 2000
8361 Ladner Road
Vernon, BC V1B 3M8
Dear Jim:
Position Offered
- ----------------
I am very pleased to offer you the position of Director of Sales and Marketing
for Optica Communications Inc. You will become a member of the Executive
Committee on your start date and you will report directly to the Chief
Operations Officer. From now until your start date you will provide consulting
and advisory services to Optica and our parent, InvestAmerica, Inc. ("INVT"),
including advice on structuring our business operations and developing our
business plan, market research and sales strategies.
Base Salary
- -----------
Your base salary will be Cdn $120,000 per year paid in increments of $5,000
semi-monthly.
Options
- -------
You will be awarded 1,000,000 options ("Options") in INVT upon your start
date. The Option price will be set by the Board of INVT in consultation with
the Executive Committee, but in no event shall the price be higher than as of
the close of the market on today's date. The Options will vest in the amount
of 40,000 Options per month over a total of 25 months. These Options will be
subject to the provisions of INVT's Stock Option Plan.
Signing Bonus
- -------------
You will also be entitled to receive a signing bonus of 100,000 shares ("Bonus
Shares") which will be available on the earlier of your start date or March 15,
2000. These Bonus Shares will vest over 10 weeks in the amount of 10,000 per
week commencing on the aforesaid date. If you decide not to commence
employment by the start date all Bonus Shares shall be returned to INVT
forthwith.
Termination
- -----------
Optica agrees to pay you a separation allowance of one year's base salary if
you are terminated by Optica for any reason, other than for just cause. Any
vested options shall be exercisable for 90 days following the date of
termination. Any un-vested options will continue to vest for the 90 day
period following termination. Immediately after the 90 day period, all vested
and un-vested options will be canceled.
If you are terminated by Optica for just cause (which shall include
unsatisfactory performance as may be reasonably determined by the Board of
Directors) you will not be entitled to a separation allowance. Any vested
options shall be exercisable for 90 days following the date of termination.
Any un-vested options will continue to vest for the 90 day period following
termination. Immediately after the 90 day period, all vested and un-vested
options will be canceled.
If you terminate your employment for any reason you will not be entitled to a
separation allowance and all un-vested options shall be canceled immediately.
Any vested options shall be exercisable for 90 days following the date of
termination.
Benefits
- --------
You will also receive company benefits appropriate to your level in Optica.
Some of these benefits programs are still to be established but will include at
a minimum: medical and dental coverage, group life and disability insurance,
automobile allowance of $1000 per month and 4 weeks paid vacation per year.
Non-Disclosure
- --------------
You will be required to sign a non-disclosure agreement.
Full-Time Position
- ------------------
You will be required to devote your services full-time to Optica and agree to
limit outside business activities to non-active, passive investments. Examples
of these activities include management of employee's personal financial assets
such as financial instruments or real estate, either directly or through
closely held business entities. Direct roles in outside businesses must be
pre-approved by the board on an individual basis.
Start Date
- ----------
Your proposed start date with Optica is April 10, 2000 or earlier, and all
documentation and financial transactions are to be completed by then.
Entire Agreement
- ----------------
This document fully includes or describes all principal terms and conditions of
your employment and there are no other representations either verbal or
otherwise.
I look forward to your acceptance of this offer, and welcome you as a key
member of the operational team at Optica.
Yours truly,
OPTICA COMMUNICATIONS INC.
/s/ Doug Smith
- ------------------
DOUG SMITH
President and CEO
Please indicate your acceptance of this offer by signing below.
/s/ Jim Duncan
- --------------
JIM DUNCAN
Date: February 8, 2000
EXHIBIT 4.3
Mr. Lyle Kerr February 8, 2000
7965 Wilson Jackson Road
Vernon, BC V1B 3N5
Dear Lyle:
Position Offered
- ----------------
I am very pleased to offer you the position of General Manager of Optica
Communications Inc. You will become a member of the Board and of the Executive
Committee on your start date and you will report directly to the Chief
Executive Officer. From now until your start date you will provide consulting
and advisory services to Optica and our parent, InvestAmerica, Inc. ("INVT"),
including advice on structuring our business operations and developing our
business plan, market research and sales strategies.
Base Salary
- -----------
Your base salary will be Cdn $120,000 per year paid in increments of $5,000
semi-monthly.
Options
- -------
You will be awarded 1,000,000 options ("Options") in INVT upon your start
date. The Option price will be set by the Board of INVT in consultation with
the Executive Committee, but in no event shall the price be higher than as of
the close of the market on today's date. The Options will vest in the amount
of 40,000 Options per month over a total of 25 months. These Options will be
subject to the provisions of INVT's Stock Option Plan.
Signing Bonus
- -------------
You will also be entitled to receive a signing bonus of 100,000 shares ("Bonus
Shares") which will be available on the earlier of your start date or March 15,
2000. These Bonus Shares will vest over 10 weeks in the amount of 10,000 per
week commencing on the aforesaid date. If you decide not commence employment
by the start date all Bonus Shares shall be returned to INVT forthwith.
Termination
- -----------
Optica agrees to pay you a separation allowance of one year's base salary if
you are terminated by Optica for any reason, other than for just cause. Any
vested options shall be exercisable for 90 days following the date of
termination. Any un-vested options will continue to vest for the 90 day
period following termination. Immediately after the 90 day period, all vested
and un-vested options will be canceled.
If you are terminated by Optica for just cause (which shall include
unsatisfactory performance as may be reasonably determined by the Board of
Directors) you will not be entitled to a separation allowance. Any vested
options shall be exercisable for 90 days following the date of termination.
Any un-vested options will continue to vest for the 90 day period following
termination. Immediately after the 90 day period, all vested and un-vested
options will be canceled.
If you terminate your employment for any reason you will not be entitled to a
separation allowance and all un-vested options shall be canceled immediately.
Any vested options shall be exercisable for 90 days following the date of
termination.
Benefits
- --------
You will also receive company benefits appropriate to your level in Optica.
Some of these benefits programs are still to be established but will include at
a minimum: medical and dental coverage, group life and disability insurance,
automobile allowance of $1000 per month and 4 weeks paid vacation per year.
Non-Disclosure
- --------------
You will be required to sign a non-disclosure agreement.
Full-Time Position
- ------------------
You will be required to devote your services full-time to Optica and agree to
limit outside business activities to non-active, passive investments. Examples
of these activitied include management of employee's personal financial assets
such as financial instruments or real estate, either directly or through
closely held business entities. Direct roles in outside businesses must be
pre-approved by the board on an individual basis.
Start Date
- ----------
Your proposed start date with Optica is April 3, 2000 or earlier, and all
documentation and financial transactions are to be completed by then.
Entire Agreement
- ----------------
This document fully includes or describes all principal terms and conditions of
your employment and there are no other representations either verbal or
otherwise.
I look forward to your acceptance of this offer, and welcome you as a key
member of the operational team at Optica.
Yours truly,
OPTICA COMMUNICATIONS INC.
/s/ Doug Smith
- -----------------
DOUG SMITH
President and CEO
Please indicate your acceptance of this offer by signing below.
/s/ Lyle Kerr
- -------------
LYLE KERR
Date: February 8, 2000
EXHIBIT 4.4
Mr. Neil Wieler February 8, 2000
11430 75B Avenue
Delta, BC V4C 1K5
Dear Neil:
Position Offered
- ----------------
I am very pleased to offer you the position of Director of Technology
Development for Optica Communications Inc. You will become a member of the
Executive Committee on your start date and you will report directly to the
Chief Operations Officer. From now until your start date you will provide
consulting and advisory services to Optica and our parent, InvestAmerica, Inc.
("INVT"), including advice on structuring our business operations and
developing our business plan, market research and sales strategies.
Base Salary
- -----------
Your base salary will be Cdn $120,000 per year paid in increments of $5,000
semi-monthly.
Options
- -------
You will be awarded 1,000,000 options ("Options") in INVT upon your start
date. The Option price will be set by the Board of INVT in consultation with
the Executive Committee, but in no event shall the price be higher than as of
the close of the market on today's date. The Options will vest in the amount
of 40,000 Options per month over a total of 25 months. These Options will be
subject to the provisions of INVT's Stock Option Plan.
Signing Bonus
- -------------
You will also be entitled to receive a signing bonus of 100,000 shares ("Bonus
Shares") which will be available on the earlier of your start date or March 15,
2000. These Bonus Shares will vest over 10 weeks in the amount of 10,000 per
week commencing on the aforesaid date. If you decide not to commence
employment by the start date all Bonus Shares shall be returned to INVT
forthwith.
Termination
- -----------
Optica agrees to pay you a separation allowance of one year's base salary if
you are terminated by Optica for any reason, other than for just cause. Any
vested options shall be exercisable for 90 days following the date of
termination. Any un-vested options will continue to vest for the 90 day
period following termination. Immediately after the 90 day period, all vested
and un-vested options will be canceled.
If you are terminated by Optica for just cause (which shall include
unsatisfactory performance as may be reasonably determined by the Board of
Directors) you will not be entitled to a separation allowance. Any vested
options shall be exercisable for 90 days following the date of termination.
Any un-vested options will continue to vest for the 90 day period following
termination. Immediately after the 90 day period, all vested and un-vested
options will be canceled. If you terminate your employment for any reason
you will not be entitled to a separation allowance and all un-vested options
shall be canceled immediately. Any vested options shall be exercisable for
90 days following the date of termination.
Benefits
- --------
You will also receive company benefits appropriate to your level in Optica.
Some of these benefits programs are still to be established but will include at
a minimum: medical and dental coverage, group life and disability insurance,
automobile allowance of $1000 per month and 4 weeks paid vacation per year.
Non-Disclosure
- --------------
You will be required to sign a non-disclosure agreement.
Full-Time Position
- ------------------
You will be required to devote your services full-time to Optica and agree to
limit outside business activities to non-active, passive investments. Examples
of these activities include management of employee's personal financial assets
such as financial instruments or real estate, either directly or through
closely held business entities. Direct roles in outside businesses must be
pre-approved by the board on an individual basis.
Start Date
- ----------
Your proposed start date with Optica is March 6, 2000 and all documentation and
financial transactions are to be completed by then.
Entire Agreement
- ----------------
This document fully includes or describes all principal terms and conditions of
your employment and there are no other representations either verbal or
otherwise.
I look forward to your acceptance of this offer, and welcome you as a key
ember of the operational team at Optica.
Yours truly,
OPTICA COMMUNICATIONS INC.
/s/ Doug Smith
- -----------------
DOUG SMITH
President and CEO
Please indicate your acceptance of this offer by signing below.
/s/Neil Wieler
- --------------
NEIL WIELER
Date: February 8, 2000
EXHIBIT 5.1
March 13, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
InvestAmerica, Inc.
Registration Statement on Form S-8
Gentlemen:
We have been requested by InvestAmerica, Inc., a Nevada corporation (the
"Company"), to furnish you with our opinion as to the matters hereinafter set
forth in connection with the above-captioned registration statement (the
"Registration Statement") covering an aggregate of 20,300,000 shares (the
"Shares") of the Company's common stock, par value $.001 per share offered on
behalf of the Company in connection with (i) the Company's 1999 Stock Option
Plan, as amended (the "Option Plan"); (ii) Employment Agreements, dated Feb.
8, 2000 between Optica Communications Inc. ("Optica"), a subsidiary of the
Company, and each of James Duncan, Lyle Kerr and Neil Wieler (the "Employment
Agreements") (the "Option Plan" and the Employment Agreements are hereinafter
collectively referred to as the "Plans").
In connection with this opinion, we have examined the Registration Statement,
the Company's Restated Certificate of Incorporation and By-laws and the Plans,
copies of the records of corporate proceedings of the Company and Optica, and
such other documents as we have deemed necessary to enable us to render the
opinion hereinafter expressed.
Based upon and subject to the foregoing, we are of the opinion that the Shares,
when issued in accordance with the Plans, will be legally issued, fully paid
and non-assessable.
We render no opinion as to the laws of any jurisdiction other than the
internal laws of the State of New York.
We hereby consent to the use of this opinion as an exhibit to the Registration
Statement and to the reference to our name under the caption "Legal Opinions"
in the prospectus included in the Registration Statement.
Very truly yours,
/s/ Dornbush Mensch Mandelstam & Schaefer, LLP
- ----------------------------------------------
DORNBUSH MENSCH MANDELSTAM & SCHAEFFER, LLP
EXHIBIT 23.2
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) pertaining to options to purchase an
aggregate of 20,300,000 shares of Common Stock of InvestAmerica, Inc. (the
"Company") under the Company's 1999 Stock Option Plan and stock grants of an
aggregate of 300,000 shares under certain Employment Agreements dated February
8, 2000 between Optica Communications Inc., a subsidiary of the Company and
each of James Duncan, Lyle Kerr and Neil Wieler, and to the incorporation by
reference therein of our report dated November 18, 1999, with respect to the
consolidated financial statements of the Company included in its Registration
Statement on Form 10-SB filed with the Securities and Exchange Commission.
BRAVERMAN & COMPANY
- -------------------
March 13, 2000
