U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
URBANA.CA, INC.
(Exact name of registrant as specified in its charter)
Nevada 88-0393257
(State of Incorporation) (I.R.S. Employer ID No.)
750 West Pender Street, Suite 804, Vancouver, British Columbia V6C 2T8
(Address of principal executive offices) (Zip Code)
Retainer Stock Plan for Non-Employee Directors and Consultants
(Full title of the Plan)
Brian F. Faulkner, Esq., 3900 Birch Street, Suite 113, Newport
Beach, California 92660
(Name and address of agent for service)
(949) 975-0544
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed
Title of Maximum Proposed
Securities to be Amount to Offering Aggregate Amount of
Registered Registered Price Offering Registration
Per Share Price Fee
Common
Stock 483,000 $0.001 $483.00 $0.13
(1) The Offering Price is used solely for purposes of estimating
the registration fee pursuant to Rule 457(h) promulgated
pursuant to the Securities Act of 1933. The Offering Price per
Share is established pursuant to a Retainer Stock Plan for Non-
Employee Directors and Consultants, set forth in Exhibit 4.1 to
this Form S-8 (see Exhibit Index on page 6).
PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
See Item 2 below.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION.
The documents containing the information specified in Part I,
Items 1 and 2, will be delivered to each of the participants in
accordance with Form S-8 and Rule 428 promulgated under the
Securities Act of 1933. The participants shall provided a written
statement notifying them that upon written or oral request they
will be provided, without charge, (i) the documents incorporated
by reference in Item 3 of Part II of the registration statement,
and (ii) other documents required to be delivered pursuant to
Rule 428(b). The statement will inform the participants that
these documents are incorporated by reference in the Section
10(a) prospectus, and shall include the address (giving title or
department) and telephone number to which the request is to be
directed.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following are hereby incorporated by reference:
(a) The Registrant's latest annual report on Form 10-KSB for the
fiscal year ended December 31, 1998, filed on March 31, 1999.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the
registration documents referred to in (a) above.
(c) A description of the securities of the Registrant is contained in
a Form 10-SB filed on December 17, 1998.
All documents subsequently filed by the registrant pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange
Act of 1934, prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in the registration
statement and to be part thereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
No named expert or counsel was hired on a contingent basis, will
receive a direct or indirect interest in the small business
issuer, or was a promoter, underwriter, voting trustee, director,
officer, or employee of the registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article VII of the Registrant's bylaws provide for the
indemnification of the directors and officers of the registrant
against expense of any action to which he was or is a party to is
threatened to be made a party by reason of the fact that he is or
was an officer of the registrant. Such indemnification shall be
available if the director or officer acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the registrant, and, if it is a criminal action, he
had no reasonable cause to believe his conduct was unlawful. If
the action be one by or in the right of the registrant to procure
a judgment in its favor, then in addition to the preceding
requirements, an officer or director shall be indemnified only is
he is not adjudged to be liable for negligence or misconduct in
the performance of his duty to the registrant, or is he is
adjudged to be liable for negligence or misconduct in such
performance, then he shall be indemnified only to the extent that
the court in which such action was brought shall determine that
in view of all the circumstances, such person is fairly and
reasonably entitled to indemnity for such expenses incurred. If
there is indemnification, then it shall be for expenses actually
and reasonably incurred by him in connection with such action.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Consultants Elizabeth Counter and Kathy Reid each originally
obtained their shares being registered under this Registration
Statement pursuant to a resolution of the Board of Directors of
the Registrant dated January 5, 2000. Consultants Loretta Paul
and Lorna Seaton each originally obtained their shares being
registered under this Registration Statement pursuant to a
resolution of the Board of Directors of the Registrant dated
January 28, 2000.
All of these shares being registered were issued pursuant to
the provisions of Rule 506 of Regulation D under Section 4(2) of
the Securities Act of 1933. These issuances of the shares was
made to only these four individuals without any publicity, and
after the Registrant determined that they had such knowledge and
experience in financial and business matters that they were
capable of evaluating the merits and risks of the prospective
investment.
ITEM 8. EXHIBITS.
The Exhibits required by Item 601 of Regulation S-B, and an index
thereto, are attached.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a) (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
(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) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual
report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(e) To deliver or cause to be delivered with the prospectus, to
each person to whom the prospectus is sent or given, the latest
annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting
the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X are not
set forth in the prospectus, to deliver, or cause to be delivered
to each person to whom the prospectus is sent or given, the
latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial
information
(h) That insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that 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 Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorize, in the City
of Vancouver, Province of British Columbia, on February 21, 2000.
Urbana.ca, Inc.
By: /s/ Robert S. Tyson
Robert S. Tyson, Secretary
Special Power of Attorney
The undersigned constitute and appoint Robert S. Tyson their true
and lawful attorney-in-fact and agent with full power of
substitution, for him and in his name, place, and stead, in any
and all capacities, to sign any and all amendments, including
post-effective amendments, to this Form S-8 Registration
Statement, and to file the same with all exhibits thereto, and
all documents in connection therewith, with the Securities and
Exchange Commission, granting such attorney-in-fact the full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that such
attorney-in-fact may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities and on the date indicated:
Signature Title Date
/s/ Jason Cassis President and Director February 21, 2000
Jason Cassis
/s/ Robert Tyson Secretary and Director February 21, 2000
Robert Tyson
/s/ Robert Hoegler Treasurer and Director February 21, 2000
Robert Hoegler
/s/ Mario Aiello Director February 21, 2000
Mario Aiello
/s/ Greg Alexanian Director February 21, 2000
Greg Alexanian
EXHIBIT INDEX
Exhibit Method of
Number Description Filing
4.1 Retainer Stock Plan for Non-Employee Directors
and Consultants See Below
4.2 Consulting Agreement (Elizabeth Counter) See Below
4.3 Consulting Agreement (Kathy Reid) See Below
4.4 Media Consulting Contract (Loretta Paul) See Below
4.5 Consulting Agreement (Lorna Seaton) See Below
5 Opinion Re: Legality See Below
23.1 Consent of Accountant See Below
23.2 Consent of Counsel See Below
24 Special Power of Attorney See
Signature
Page
URBANA.CA, INC.
RETAINER STOCK PLAN FOR
NON-EMPLOYEE DIRECTORS AND CONSULTANTS
1. Introduction.
This plan shall be known as the "Urbana.ca, Inc. Retainer Stock
Plan For Non-Employee Directors and Consultants" is hereinafter
referred to as the "Plan". The purposes of the Plan are to
enable Urbana.ca, Inc., a Nevada corporation ("Company"), to
promote the interests of the Company and its shareholders by
attracting and retaining non-employee Directors and Consultants
capable of furthering the future success of the Company and by
aligning their economic interests more closely with those of the
Company's shareholders, by paying their retainer or fees in the
form of shares of the Company's common stock, par value one tenth
of one cent ($0.001) per share ("Common Stock").
2. Definitions.
The following terms shall have the meanings set forth below:
"Board" means the Board of Directors of the Company.
"Change of Control" has the meaning set forth in Section 12(d).
"Code" means the Internal Revenue Code of 1986, as amended, and
the rules and regulations thereunder. References to any provision
of the Code or rule or regulation thereunder shall be deemed to
include any amended or successor provision, rule or regulation.
"Committee" means the committee that administers the Plan, as
more fully defined in Section 13.
"Common Stock" has the meaning set forth in Section 1.
"Company" has the meaning set forth in Section 1.
"Deferral Election" has the meaning set forth in Section 6.
"Deferred Stock Account" means a bookkeeping account maintained
by the Company for a Participant representing the Participant's
interest in the shares credited to such Deferred Stock
Account pursuant to Section 7.
"Delivery Date" has the meaning set forth in Section 6.
"Director" means an individual who is a member of the Board of
Directors of the Company.
"Dividend Equivalent" for a given dividend or other distribution
means a number of shares of Common Stock having a Fair Market
Value, as of the record date for such dividend or distribution,
equal to the amount of cash, plus the fair market value on the
date of distribution of any property, that is distributed with
respect to one share of Common Stock pursuant to such dividend or
distribution; such fair market value to be determined by the
Committee in good faith.
"Effective Date" has the meaning set forth in Section 3.
"Exchange Act" has the meaning set forth in Section 13(b).
"Fair Market Value" means the mean between the highest and lowest
reported sales prices of the Common Stock on the NYSE Composite
Tape or, if not listed on such exchange, on any other national
securities exchange on which the Common Stock is listed or on
NASDAQ on the last trading day prior to the date with respect to
which the Fair Market Value is to be determined.
"Participant" has the meaning set forth in Section 4.
"Payment Time" means the time when a Stock Retainer is payable to
a Participant pursuant to Section 5 (without regard to the effect
of any Deferral Election).
"Stock Retainer" has the meaning set forth in Section 5.
"Third Anniversary" has the meaning set forth in Section 6.
3. Effective Date of the Plan.
The Plan shall be effective as of February 1, 2000 ("Effective
Date"), provided that it is approved by the Board.
4. Eligibility.
*Each individual who is a Director or Consultant on the Effective
Date and each individual who becomes a Director or Consultant
thereafter during the term of the Plan, shall be a participant
("Participant") in the Plan, in each case during such period as
such individual remains a Director or Consultant and is not an
employee of the Company or any of its subsidiaries. Each credit
of shares of Common Stock pursuant to the Plan shall be evidenced
by a written agreement duly executed and delivered by or on
behalf of the Company and a Participant, if such an agreement is
required by the Company to assure compliance with all applicable
laws and regulations.
5. Grants of Shares.
Commencing on the Effective Date, the amount for service to
directors or consultants shall instead be payable in shares of
Common Stock ("Stock Retainer") pursuant to this Plan at the
deemed issuance price of one tenth of one cent ($0.001) per
Share.
6. Deferral Option.
From and after the Effective Date, a Participant may make an
election (a "Deferral Election") on an annual basis to defer
delivery of the Stock Retainer specifying which one of the
following way the Stock Retainer is to be delivered: (a) on the
date which is three years after the Effective Date for which it
was originally payable ("Third Anniversary"), (b) on the date
upon which the Participant ceases to be a Director or Consultant
for any reason ("Departure Date") or (c) in five equal annual
installments commencing on the Departure Date ("Third
Anniversary" and "Departure Date" each being referred to herein
as a "Delivery Date"). Such Deferral Election shall remain in
effect for each Subsequent Year unless changed, provided that,
any Deferral Election with respect to a particular Year may not
be changed less than six (6) months prior to the beginning of
such Year and provided, further, that no more than one Deferral
Election or change thereof may be made in any Year.
Any Deferral Election and any change or revocation thereof shall
be made by delivering written notice thereof to the Committee no
later than six (6) months prior to the beginning of the Year in
which it is to be effected; provided that, with respect to the
Year beginning on the Effective Date, any Deferral Election or
revocation thereof must be delivered no later than the close of
business on the thirtieth (30th) day after the Effective Date.
7. Deferred Stock Accounts.
The Company shall maintain a Deferred Stock Account for each
Participant who makes a Deferral Election to which shall be
credited, as of the applicable Payment Time, the number of shares
of Common Stock payable pursuant to the Stock Retainer to which
the Deferral Election relates. So long as any amounts in such
Deferred Stock Account have not been delivered to the Participant
under Section 8, each Deferred Stock Account shall be credited as
of the payment date for any dividend paid or other distribution
made with respect to the Common Stock, with a number of shares of
Common Stock equal to (a) the number of shares of Common Stock
shown in such Deferred Stock Account on the record date for such
dividend or distribution multiplied by (b) the Dividend
Equivalent for such dividend or distribution.
8. Delivery of Shares.
(a) The shares of Common Stock in a Participant's Deferred Stock
Account with respect to any Stock Retainer for which a Deferral
Election has been made (together with dividends attributable to
such shares credited to such Deferred Stock Account) shall be
delivered in accordance with this Section 8 as soon as
practicable after the applicable Delivery Date. Except with
respect to a Deferral Election pursuant to Section 6(c), or other
agreement between the parties, such shares shall be delivered at
one time; provided that, if the number of shares so delivered
includes a fractional share, such number shall be rounded to the
nearest whole number of shares. If the Participant has in effect
a Deferral Election pursuant to Section 6(c), then such shares
shall be delivered in five equal annual installments (together
with dividends attributable to such shares credited to such
Deferred Stock Account), with the first such installment being
delivered on the first anniversary of the Delivery Date; provided
that, if in order to equalize such installments, fractional
shares would have to be delivered, such installments shall be
adjusted by rounding to the nearest whole share. If any such
shares are to be delivered after the Participant has died or
become legally incompetent, they shall be delivered to the
Participant's estate or legal guardian, as the case may be, in
accordance with the foregoing; provided that, if the Participant
dies with a Deferral Election pursuant to Section 6(c) in effect,
the Committee shall deliver all remaining undelivered shares to
the Participant's estate immediately. References to a Participant
in this Plan shall be deemed to refer to the Participant's estate
or legal guardian, where appropriate.
(b) The Company may, but shall not be required to, create a
grantor trust or utilize an existing grantor trust (in either
case, "Trust") to assist it in accumulating the shares of Common
Stock needed to fulfill its obligations under this Section 8.
However, Participants shall have no beneficial or other interest
in the Trust and the assets thereof, and their rights under the
Plan shall be as general creditors of the Company, unaffected by
the existence or nonexistence of the Trust, except that
deliveries of Stock Retainers to Participants from the Trust
shall, to the extent thereof, be treated as satisfying the
Company's obligations under this Section 8.
9. Share Certificates; Voting and Other Rights.
The certificates for shares delivered to a Participant pursuant
to Section 8 above shall be issued in the name of the
Participant, and from and after the date of such issuance the
Participant shall be entitled to all rights of a shareholder with
respect to Common Stock for all such shares issued in his or her
name, including the right to vote the shares, and the Participant
shall receive all dividends and other distributions paid or made
with respect thereto.
10. General Restrictions.
(a) Notwithstanding any other provision of the Plan or
agreements made pursuant thereto, the Company shall not be
required to issue or deliver any certificate or certificates for
shares of Common Stock under the Plan prior to fulfillment of all
of the following conditions:
(i) Listing or approval for listing upon official notice of
issuance of such shares on the New York Stock Exchange, Inc., or
such other securities exchange as may at the time be a market for
the Common Stock;
(ii) Any registration or other qualification of such shares
under any state or federal law or regulation, or the maintaining
in effect of any such registration or other qualification which
the Committee shall, upon the advice of counsel, deem necessary
or advisable; and
(iii) Obtaining any other consent, approval, or permit from any
state or federal governmental agency which the Committee shall,
after receiving the advice of counsel, determine to be necessary
or advisable.
(b) Nothing contained in the Plan shall prevent the Company from
adopting other or additional compensation arrangements for the
Participants.
11. Shares Available.
Subject to Section 12 below, the maximum number of shares of
Common Stock which may in the aggregate be paid as Stock
Retainers pursuant to the Plan is One Million (1,000,000).
Shares of Common Stock issueable under the Plan may be taken from
treasury shares of the Company or purchased on the open market.
12. Adjustments; Change of Control.
(a) In the event that there is, at any time after the Board
adopts the Plan, any change in corporate capitalization, such as
a stock split, combination of shares, exchange of shares,
warrants or rights offering to purchase Common Stock at a price
below its fair market value, reclassification, or
recapitalization, or a corporate transaction, such as any merger,
consolidation, separation, including a spin-off, or other
extraordinary distribution of stock or property of the Company,
any reorganization (whether or not such reorganization comes
within the definition of such term in Section 368 of the Code) or
any partial or complete liquidation of the Company (each of the
foregoing a "Transaction"), in each case other than any such
Transaction which constitutes a Change of Control (as defined
below), (i) the Deferred Stock Accounts shall be credited with
the amount and kind of shares or other property which would have
been received by a holder of the number of shares of Common Stock
held in such Deferred Stock Account had such shares of Common
Stock been outstanding as of the effectiveness of any such
Transaction, (ii) the number and kind of shares or other property
subject to the Plan shall likewise be appropriately adjusted to
reflect the effectiveness of any such Transaction and (iii) the
Committee shall appropriately adjust any other relevant
provisions of the Plan and any such modification by the Committee
shall be binding and conclusive on all persons.
(b) If the shares of Common Stock credited to the Deferred Stock
Accounts are converted pursuant to Section 12(a) into another
form of property, references in the Plan to the Common Stock
shall be deemed, where appropriate, to refer to such other form
of property, with such other modifications as may be required for
the Plan to operate in accordance with its purposes. Without
limiting the generality of the foregoing, references to delivery
of certificates for shares of Common Stock shall be deemed to
refer to delivery of cash and the incidents of ownership of any
other property held in the Deferred Stock Accounts.
(c) In lieu of the adjustment contemplated by Section 12(a), in
the event of a Change of Control, the following shall occur on
the date of the Change of Control: (i) the shares of Common
Stock held in each Participant's Deferred Stock Account shall be
deemed to be issued and outstanding as of the Change of Control;
(ii) the Company shall forthwith deliver to each Participant who
has a Deferred Stock Account all of the shares of Common Stock or
any other property held in such Participant's Deferred Stock
Account; and (iii) the Plan shall be terminated.
(d) For purposes of this Plan, Change of Control shall mean any
of the following events:
(i) The acquisition by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) (a
"Person") of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 20% or more of
either (a) the then outstanding shares of common stock of the
Company ("Outstanding Company Common Stock") or (b) the combined
voting power of the then outstanding voting securities of the
Company entitled to vote generally in the election of directors
("Outstanding Company Voting Securities"); provided, however,
that the following acquisitions shall not constitute a Change of
Control: (a) any acquisition directly from the Company
(excluding an acquisition by virtue of the exercise of a
conversion privilege unless the security being so converted was
itself acquired directly from the Company), (b) any acquisition
by the Company, (c) any acquisition by any employee benefit plan
(or related trust) sponsored or maintained by the Company or any
corporation controlled by the Company or (d) any acquisition by
any corporation pursuant to a reorganization, merger or
consolidation, if, following such reorganization, merger or
consolidation, the conditions described in clauses (a), (b) and
(c) of paragraph (iii) of this Section 12(d) are satisfied; or
(ii) Individuals who, as of the date hereof, constitute the
Board of the Company (as of the date hereof, "Incumbent Board")
cease for any reason to constitute at least a majority of the
Board; provided, however, that any individual becoming a director
subsequent to the date hereof whose election, or nomination for
election by the Company's shareholders, was approved by a vote of
at least a majority of the directors then comprising the
Incumbent Board shall be considered as though such individual
were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office
occurs as a result of either an actual or threatened election
contest (as such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act) or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person
other than the Board; or
(iii) Approval by the shareholders of the Company of a
reorganization, merger, binding share exchange or consolidation,
unless, following such reorganization, merger, binding share
exchange or consolidation (a) more than sixty percent (60%) of,
respectively, the then outstanding shares of common stock of the
corporation resulting from such reorganization, merger, binding
share exchange or consolidation and the combined voting power of
the then outstanding voting securities of such corporation
entitled to vote generally in the election of directors is then
beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding Company
Common Stock and Outstanding Company Voting Securities
immediately prior to such reorganization, merger, binding share
exchange or consolidation in substantially the same proportions
as their ownership, immediately prior to such reorganization,
merger, binding share exchange or consolidation, of the
Outstanding Company Common Stock and Outstanding Company Voting
Securities, as the case may be, (b) no Person (excluding the
Company, any employee benefit plan (or related trust) of the
Company or such corporation resulting from such reorganization,
merger, binding share exchange or consolidation and any Person
beneficially owning, immediately prior to such reorganization,
merger, binding share exchange or consolidation, directly or
indirectly, twenty percent (20%) or more of the Outstanding
Company Common Stock or Outstanding Company Voting Securities, as
the case may be) beneficially owns, directly or indirectly,
twenty percent (20%) or more of, respectively, the then
outstanding shares of common stock of the corporation resulting
from such reorganization, merger, binding share exchange or
consolidation or the combined voting power of the then
outstanding voting securities of such corporation entitled to
vote generally in the election of directors and (c) at least a
majority of the members of the board of directors of the
corporation resulting from such reorganization, merger, binding
share exchange or consolidation were members of the Incumbent
Board at the time of the execution of the initial agreement
providing for such reorganization, merger, binding share exchange
or consolidation; or
(iv) Approval by the shareholders of the Company of (a) a
complete liquidation or dissolution of the Company or (b) the
sale or other disposition of all or substantially all of the
assets of the Company, other than to a corporation, with respect
to which following such sale or other disposition, (x) more than
sixty percent (60%) of, respectively, the then outstanding shares
of common stock of such corporation and the combined voting power
of the then outstanding voting securities of such corporation
entitled to vote generally in the election of directors is then
beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding Company
Common Stock and Outstanding Company Voting Securities
immediately prior to such sale or other disposition in
substantially the same proportion as their ownership, immediately
prior to such sale or other disposition, of the Outstanding
Company Common Stock and Outstanding Company Voting Securities,
as the case may be, (y) no Person (excluding the Company and any
employee benefit plan (or related trust) of the Company or such
corporation and any Person beneficially owning, immediately prior
to such sale or other disposition, directly or indirectly, twenty
percent (20%) or more of the Outstanding Company Common Stock or
Outstanding Company Voting Securities, as the case may be)
beneficially owns, directly or indirectly, twenty percent (20%)
or more of, respectively, the then outstanding shares of common
stock of such corporation and the combined voting power of the
then outstanding voting securities of such corporation entitled
to vote generally in the election of directors and (z) at least a
majority of the members of the board of directors of such
corporation were members of the Incumbent Board at the time of
the execution of the initial agreement or action of the Board
providing for such sale or other disposition of assets of the
Company.
13. Administration; Amendment and Termination.
(a) The Plan shall be administered by a committee consisting of
three members who shall be the current directors of the Company
or senior executive officers or other directors who are not
Participants as may be designated by the Chief Executive Officer
("Committee"), which shall have full authority to construe and
interpret the Plan, to establish, amend and rescind rules and
regulations relating to the Plan, and to take all such actions
and make all such determinations in connection with the Plan as
it may deem necessary or desirable. (b) The Board may from time
to time make such amendments to the Plan, including to preserve
or come within any exemption from liability under Section 16(b)
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), as it may deem proper and in the best interest of the
Company without further approval of the Company's stockholders,
provided that, to the extent required under New York law or to
qualify transactions under the Plan for exemption under Rule 16b-
3 promulgated under the Exchange Act, no amendment to the Plan
shall be adopted without further approval of the Company's
stockholders and, provided, further, that if and to the extent
required for the Plan to comply with Rule 16b-3 promulgated under
the Exchange Act, no amendment to the Plan shall be made more
than once in any six (6) month period that would change the
amount, price or timing of the grants of Common Stock hereunder
other than to comport with changes in the Internal Revenue Code
of 1986, as amended, the Employee Retirement Income Security Act
of 1974, as amended, or the regulations thereunder. (c) The
Board may terminate the Plan at any time by a vote of a majority
of the members thereof.
14. Micellaneous.
(a) Nothing in the Plan shall be deemed to create any obligation
on the part of the Board to nominate any Director for reelection
by the Company's shareholders or to limit the rights of the
shareholders to remove any Director.
(b) The Company shall have the right to require, prior to the
issuance or delivery of any shares of Common Stock pursuant to
the Plan, that a Participant make arrangements satisfactory to
the Committee for the withholding of any taxes required by law to
be withheld with respect to the issuance or delivery of such
shares, including without limitation by the withholding of shares
that would otherwise be so issued or delivered, by withholding
from any other payment due to the Participant, or by a cash
payment to the Company by the Participant.
15. Governing Law.
The Plan and all actions taken thereunder shall be governed by
and construed in accordance with the laws of the State of Nevada.
Urbana.ca, Inc.
By: /s/ Robert S. Tyson
Robert S. Tyson, Secretary
FROM: Elizabeth Counter
23350 Water Circle
Boca Raton, Florida 33486
TO: Robert Tyson / ICC President
Suite 804 - 750 West Pender St.
Vancouver, B.C., Canada V6C 2T8
CONSULTING AGREEMENT
BETWEEN
INTERGRATED CARBONICS CORP.
AND
ELIZABETH COUNTER
This consulting agreement (the "Agreement") is made and entered
into this day the 19th of July 1999 by and between Integrated
Carbonics Corp. ("ICCN") and Elizabeth Counter, a media relations
consultant and publisher.
Whereas, ICCN desires to retain Ms. Counter to provide certain
consulting and media relations services for the benefit of ICCN.
Whereas, ICCN desires to retain the services of Ms. Counter as an
independent consultant and Ms. Counter desires to be retained in
the capacity upon the terms and conditions hereinafter set forth,
the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. Ms. Counter will provide specialized consulting services in
the area of media relations.
2. The term of the Agreement shall be for a period of six
months, commencing upon execution hereof, and is irrevocable.
3. Compensation: In full consideration of the services to be
provided for ICCN by Ms. Counter, Ms. Counter shall receive the
following: 66,500 free trading shares and 100,000 shares of
common stock to be provided by ICCN under Rule 144 of the
Securities Act of 1933.
4. Nature of Relationship. It is understood and acknowledged
by the parties that Ms. Counter is being retained by ICCN in an
independent capacity and that Ms. Counter is not authorized to
enter into any agreement or incur any obligation on behalf of
ICCN. In consideration of the confidential nature of the
business contemplated herein ICCN and Elizabeth Counter agree not
to disclose or otherwise reveal to any third party any
information pertaining to ICCN.
In Witness Whereof, the parties hereto have duly executed and
delivered this agreement as of the day and year first above
written.
Integrated Carbonics Corp.
By : /s/ Robert S. Tyson
Robert S. Tyson, Secretary
Elizabeth Counter
/s/ Elizabeth Counter
FROM: Kathy Reid
2218 N.W. 12th Street
Redmond, Oregon 97756
TO: Robert Tyson / ICC President
Suite 804 - 750 West Pender St.
Vancouver, B.C., Canada V6C 2T8
CONSULTING AGREEMENT
BETWEEN
INTERGRATED CARBONICS CORP.
AND
KATHY REID
This consulting agreement (the "Agreement") is made and entered
into this day the 14th of July 1999 by and between Integrated
Carbonics Corp. ("ICCN") and Kathy Reid, a media relations
consultant and publisher.
Whereas, ICCN desires to retain Ms. Reid to provide certain
consulting and media relations services for the benefit of ICCN.
Whereas, ICCN desires to retain the services of Ms. Reid as an
independent consultant and Ms. Reid desires to be retained in the
capacity upon the terms and conditions hereinafter set forth, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. Ms. Reid will provide specialized consulting services in the
area of media relations.
2. The term of the Agreement shall be for a period of six
months, commencing upon execution hereof, and is irrevocable.
3. Compensation: In full consideration of the services to be
provided for ICCN by Ms. Reid, Ms. Reid shall receive the
following: 66,500 free trading shares and 100,000 shares of
common stock to be provided by ICCN under Rule 144 of the
Securities Act of 1933.
4. Nature of Relationship. It is understood and acknowledged
by the parties that Ms. Reid is being retained by ICCN in an
independent capacity and that Ms. Reid is not authorized to enter
into any agreement or incur any obligation on behalf of ICCN. In
consideration of the confidential nature of the business
contemplated herein ICCN and Kathy Reid agree not to disclose or
otherwise reveal to any third party any information pertaining to
ICCN.
In Witness Whereof, the parties hereto have duly executed and
delivered this agreement as of the day and year first above
written.
Integrated Carbonics Corp.
By : /s/ Robert S. Tyson
Robert S. Tyson, Secretary
Kathy Reid
/s/ Kathy Reid
MEDIA CONSULTING CONTRACT
This Media Consulting Contract ("Contract") is made this 15th day
of December, 1999 by and between Urbana.ca. Inc., a Nevada
corporation ("Client"), Suite 804, 750 West Pender Street,
Vancouver, BC V6C 2T8, and Loretta Paul, an individual doing
business as Gruntwerk Media Enterprises ("Consultant"), Suite
115, 800 Andrews Road, Richmond, BC V7E 6M2.
In consideration of the mutual promises of the parties hereto,
and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
1. Conditions and Effective Date.
This Contract shall not take effect, and Consultant shall have no
obligation to provide services as described herein, until client
pays the retainer set forth below and returns a signed copy of
this Contract; however. the effective date shall be retroactive
to the date Consultant first provided services.
2. Scope of Duties.
Client hires Consultant to provide media related consulting
services in connection with the operation of its business as it
pertains to the design, imaging and sale of "set-top boxes".
Consultant agrees to provide same general services for any other
peripheral products in which the Client may develop for sale.
Such services shall also include advertising liaison from time to
time.
3. Term of Engagement and Termination.
The term of engagement shall be for one (1) year from the
effective date and may be terminated by either party without
cause upon 30 days written notice.
4. Retainer and Expenses.
Consultant agrees to accept a retainer of 50,000 shares in the
capital of the Client and instructs that said shares be issued to
the Consultant. Said shares shall also offset all expenses
incurred by the Consultant in performance of this Contract,
including travel.
5. Assignment.
This Contract may not be assigned by either party without the
written consent of the other party.
6. Entire Agreement.
This Contract represents the entire agreement between the
parties. It is acknowledged by both parties that they may be
required to enter into certain agreements or file documents in
the course of registering the retainer shares for trading.
IN WITNESS WHEREOF, the parties have caused this Contract to be
executed and delivered as of the date first written above.
Urbana.ca, Inc.
By : /s/ Robert S. Tyson
Robert S. Tyson, Secretary
Loretta Paul, doing business as
Gruntwerk Media Enterprises
/s/ Loretta Paul
CONSULTING CONTRACT
Dated for reference this 17th day of December, 1999.
This Consulting Agreement is made between:
Urbana.ca, Inc. (the "Corporation") and;
Lorna Seaton (the "Consultant").
Whereas, Urbana.ca, Inc. requires certain consulting services ,
including due diligence review and valuation consultation in
connection with the acquisition of several private companies; and
Whereas, Lorna Seaton is qualified and willing to provide said
services under the terms and conditions hereinafter set forth.
Now, therefore, the parties herein agree to the following terms
and conditions:
(1) The Consultant shall provide sufficient time and effort to
complete various due diligence assignments concerning
acquisitions described herein prior to December 30, 1999.
(2) The Consultant shall participate in formulating valuation
criteria and may participate in negotiations related to this
issue.
(3) The Consultant shall receive a total of 100,000 shares in
the capital of the Corporation to be paid at the completion of
due diligence and regardless of whether either of the
contemplated acquisitions closes. Said shares shall also be
deemed as adequate consideration for any expenses incurred by the
Consultant and shall be issued in the name of Lorna Seaton.
(4) Said shares shall be registered with an S-8 filing at the
Corporation's first opportunity.
(5) The Consultant is not entitled to any further compensation
at the close of any of the contemplated acquisitions.
(6) It is understood and acknowledged by both parties that the
Consultant is acting as independent consultant and, therefore,
may not enter into any agreements or incur any obligations or
expenses other than as described herein. The Consultant further
agrees not to disclose material information about the Corporation
and its business and shall not be retained by any individual or
corporation with similar business interests as the Corporation or
the targeted acquisitions for a period of one year.
In Witness Whereof, the parties hereto have duly executed and
delivered the Consulting Agreement as of the date first written
above.
Urbana.ca, Inc.
By : /s/ Robert S. Tyson
Robert S. Tyson, Secretary
Lorna Seaton
/s/ Lorna Seaton
Brian F. Faulkner
Attorney at Law
3900 Birch Street, Suite 113
Newport Beach, California 92660
February 21, 2000
U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Urbana.ca, Inc. - Form S-8
Dear Sir/Madame:
I have acted as counsel to Urbana.ca, Inc., a Nevada corporation
("Company"), in connection with its Registration Statement on
Form S-8 relating to the registration of 333,000 shares of its
common stock ("Shares"), $0.001 par value per Share. The Shares
are issuable pursuant to the Company's Retainer Stock Plan for
Non-Employee Directors and Consultants ("Plan").
In my representation, I have examined such documents, corporate
records, and other instruments as I have deemed necessary or
appropriate for purposes of this opinion, including, but not
limited to, the Articles of Incorporation, and all amendments
thereto, and Bylaws of the Company.
Based upon the foregoing, it is my opinion that the Company is
duly organized and validly existing as a corporation under the
laws of the State of Nevada, and that the Shares, when issued and
sold in accordance with the terms of the Plan, will be validly
issued, fully paid, and non-assessable.
Sincerely,
/s/ Brian F. Faulkner
Brian F. Faulkner, Esq.
Deloitte & Touche, LLP
Chartered Accountants
1055 Dunsmuir Street
Vancouver, British Columbia V7X 1P4
February 22, 2000
U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Urbana.ca, Inc. - Form S-8
Dear Sir/Madame:
As certified public accountants, we hereby consent to the
incorporation by reference in this Form S-8 Registration
Statement of Urbana.ca, Inc., a Nevada corporation (formerly
known as Integrated Carbonics Corp.) ("Company"), of our report
dated March 17, 1999 in the Company's Form 10-KSB for the year
ended December 31, 1998, and to all references to our firm
included in this Registration Statement.
Sincerely,
/s/ Deloitte & Touche, LLP
Deloitte & Touche, LLP
Brian F. Faulkner
Attorney at Law
3900 Birch Street, Suite 113
Newport Beach, California 92660
February 21, 2000
U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Urbana.ca, Inc. - Form S-8
Dear Sir/Madame:
I have acted as counsel to Urbana.ca, Inc., a Nevada corporation
("Company"), in connection with its Registration Statement on
Form S-8 relating to the registration of 4,000,000 shares of its
common stock ("Shares"), $0.001 par value per Share. The Shares
are issuable pursuant to the Company's Retainer Stock Plan for
Non-Employee Directors and Consultants. I hereby consent to all
references to my firm included in this Registration Statement,
including the opinion of legality.
Sincerely,
/s/ Brian F. Faulkner
Brian F. Faulkner, Esq.
