<PAGE>
As filed with the Securities and Exchange Commission on
August 16, 1999
Registration No.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
V3 SEMICONDUCTOR, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C> <C>
NEVADA 3674 87-0429263
(State or other (Primary Standard (I.R.S.Employer
jurisdiction Classification Code Identification
or organization Number) Number)
</TABLE>
250 Consumers Road, Suite 901
North York, Ontario
Canada M2J 4V6
(416) 497-8884
(Address of principal executive offices)
1999 Employee Stock Option Plan
(Full title of the plan)
Carl Mitchell, Secretary
250 Consumers Road, Suite 901
North York, Ontario
Canada M2J 4V6
(416) 497-8884
(Name and address of agent for service)
Copies of all communications to:
Gregory Sichenzia
Sichenzia, Ross & Friedman, LLP
135 West 50th Street
20th Floor
New York, NY 10020
(212) 664-1200
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Proposed Proposed
Title of Maximum Maximum
each class Amount Offering Aggregate
of to be Price Per Offering Amount
Securities registered Share* Price of
to be registration
registered fee
Common Stock,
$.001 700,000 $6.88 $4,816,000 $1,338.85
*Estimated pursuant to Rule 457(c) solely for
purposes of calculating amount of registration fee,
based upon the closing price reported on August 9,
1999, as reported on the Nasdaq SmallCap Market.
<PAGE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
Item 1. PLAN INFORMATION
The documents containing the information specified
in Part I of this Registration Statement will be
sent or given to eligible employees as specified by
Rule 428(b)(1) of the Securities Act of 1933, as
amended (the "Securities Act"). Such documents are
not required to be and are not filed with the
Securities and Exchange Commission (the
"Commission") either as part of this Registration
Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents
and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II
of this Form S-8, taken together, constitute a
prospectus that meets the requirements of Section
10(a) of the Securities Act.
Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN
ANNUAL INFORMATION.
Upon written or oral request, any of the documents
incorporated by reference in Item 3 of Part II of
this Registration Statement (which documents are
incorporated by reference in this Section 10(a)
Prospectus), other documents required to be
delivered to eligible employees pursuant to Rule
428(b) or additional information about the 1999
Stock Option Plan are available without charge by
contacting:
V3 Semiconductor, Inc.
250 Consumers Road, Suite 901
North York, Ontario
Canada M2J 4V6
Attn: Carl Mitchell, Secretary
PART II. INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
V3 hereby incorporates by reference into this
Registration Statement the documents listed below.
In addition, all documents subsequently filed
pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934 (the "Exchange
Act"), 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 into this Registration
Statement and to be a part hereof from the date of
filing of such documents:
(a) V3's latest annual report filed pursuant to
Section 13(a) or 15(d) of the Exchange Act.
(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 V3's document
referred to in (a) above.
Item 4. DESCRIPTION OF SECURITIES.
Not Applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of Common Stock offered
hereby will be passed upon for V3 by Sichenzia, Ross
& Friedman, LLP, 135 West 50th Street, 20th Floor,
New York, NY 10020. Attorneys who are partners or
employed by Sichenzia, Ross & Friedman, LLP who have
provided advice with respect to this matter in the
aggregate own 10,000 shares and will be issued an
additional 1,000 shares in consideration for
services rendered in connection with the preparation
hereof.
Item 6. INDEMNIFICATION OF DIRECTORS AND
OFFICERS.
Article VII of V3's Articles of Incorporation
authorizes V3 to indemnify any and all persons who
may serve or who have served at any time as
directors or officers or who at the request of the
Board of Directors of V3, may serve or any time have
served as directors or officers of another
corporation in which V3 at such time owned or may
own shares of stock or of which it was or may be a
creditor, and their respective heirs, administrators
successors and assigns, against any and all
expenses, including amounts paid upon judgements,
counsel fees and amounts paid in settlement (before
or after suit is commenced), actually and
necessarily by such persons in connection with the
defense or settlement of any claim, action, suit or
proceeding in which they, or any of them, are made
parties, or a party, or which may be asserted
against them or any of them, by reason of being or
having been directors or officers of V3, or of such
other corporation, except in relation to matters as
to which any such director or officer of V3, or of
such other corporation or former director or officer
or person shall be adjudged in any action, suit or
proceeding to be liable for his own negligence or
misconduct in the performance of his duty. Such
indemnification shall be in addition to any other
rights to which those indemnified may be entitled
under any law, by law, agreement, vote of
shareholder or otherwise.
Also, Article VIII of V3's Articles of
Incorporation provides that no contract or other
transaction between V3 and any other firm or
corporation shall be affected by the fact that a
director or officer of V3 has an interest in, or is
a director or officer of V3 or any other
corporation. Any officer or director, individually
or with others, may be a party to, or may have an
interest in, any transaction of V3 or any
transaction in which V3 is a party or has an
interest. Each person who is now or may become an
officer or director of V3 is hereby relieved from
liability that he might otherwise obtain in the
event such officer or director contracts with V3 for
the benefit of himself or any firm or other
corporation in which he may have an interest,
provided such officer or director acts in good
faith.
In addition, V3 maintains directors' and
officers' liability insurance under which V3's
directors and officers are insured against loss (as
defined in the policy) as a result of claims brought
against them for their wrongful acts in such
capacities.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
Item 8. EXHIBITS.
The Exhibits to this Registration Statement are
listed in the Index to Exhibits.
Item 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers
or sales are being made, a post-effective amendment
to 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 registrant hereby
undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by
reference in the Registration Statement shall be
deemed to be a new Registration Statement relating
to the securities offered herein, and the offering
of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and
Exchange Commission such indemnification is against
public policy as expressed in the Act and is,
therefore, unenforceable. In the event that 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
In accordance with the requirements of the
Securities Act of 1933, the Registrant certifies
that it has reasonable grounds to believe it meets
all the requirements of filing on Form S-8 and
authorized this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly
authorized, in North York, Ontario, August 16, 1999.
V3 SEMICONDUCTOR, INC.
By: /s/ Carl Mitchell
Carl Mitchell,
Secretary, Treasurer
and Principal Financial
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person
whose signature appears below constitutes and
appoints Carl Mitchell his true and lawful attorney-
in-fact and agent, with full power of substitution
and re-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 Registration Statement, and to
file the same, with all exhibits and schedules
thereto, and all other documents in connection
therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform
each and every act and thing requisite and necessary
to be done, as fully ratifying and confirming all
that said attorney-in-fact and agent or their
substitutes or substitute may lawfully do or cause
to be done by virtue hereof.
In accordance with the requirements of the
Securities Act of 1933, this Registration Statement
has been signed by the following persons in the
capacities indicated on August 16, 1999.
Signature Title
/s/ John Zambakkides President, Chief
John Zambakkides Executive Officer
(Principal Executive
Officer) and Director
/s/ Carl Mitchell Secretary, Treasurer
Carl Mitchell Principal Financial
Officer
/s/ Bernard N. Slade Director
/s/ James Wilkinson Director
James Wilkinson
/s/ John A. Fazackerley Director
John A. Fazackerley
/s/ Robert Skinner Director
Robert Skinner
INDEX TO EXHIBITS
Exhibit Number Description
4.1 1999 Employee Stock Option
Plan
5.1 Consent of Sichenzia, Ross
& Friedman LLP*
23.1 Consent of KPMG LLP*
23.2 Consent of Sichenzia, Ross
& Friedman LLP(included
in
Exhibit5.1)*
24.1 Power of Attorney
(included in the Signature
Page)*
- -------------------
* Filed herewith.
Exhibit 4.1 - 1999 Employee Stock Option Plan
V3 SEMICONDUCTOR INC.
1999 EMPLOYEE STOCK OPTION
PLAN
1. Purposes
This 1998 Stock Option Plan (the "Plan") is intended
to attract and retain the best available personnel
for positions with V3 Semiconductor Inc. or any of
its subsidiary corporations (collectively, the
"Company"), and to provide additional incentive to
such employees and others to exert their maximum
efforts toward the success of the Company. The
above aims will be effectuated through the granting
of certain stock options. Under the Plan, options
may be granted which are intended to qualify as
Incentive Stock Options ("ISOs") under Section 422
of the Internal Revenue Code of 1986 (the "Code") or
which are not ("Non-ISOs") intended to qualify as
Incentive Stock Options thereunder. The term
"subsidiary corporation" shall, for the purposes of
the Plan, be defined in the same manner as such term
is defined in Section 424(f) of the Code and shall
include a subsidiary of any subsidiary.
2. Administration of the Plan
(a) The Plan shall be administered by the Board of
Directors of the Company (the "Board of Directors"),
as the Board of Directors may be composed from time
to time, except as provided in subparagraph (b) of
this Paragraph 2. The determinations of the Board
of Directors under the Plan, including without
limitation as to the matters referred to in this
Paragraph 2, shall be conclusive. Any determination
by a majority of the members of the Board of
Directors at any meeting, or by written consent in
lieu of a meeting, shall be deemed to have been made
by the whole Board of Directors. Within the limits
of the express provisions of the Plan, the Board of
Directors shall have the authority, in its
discretion, to take the following actions under the
Plan:
(i) to determine the individuals to whom, and the
time or times at which, ISOs to purchase the
Company's shares of Common Stock, par value $.001
per share ("Common Shares"), shall be granted, and
the number of Common Shares to be subject to each
ISO,
(ii) to determine the individuals to whom, and the
time or times at which, Non-ISOs to purchase the
Common Shares, shall be granted, and the number of
Common Shares to be subject to each Non-ISO,
(iii) to determine the terms and provisions of the
respective stock option agreements granting ISOs and
Non-ISOs (which need not be identical),
(iv) to interpret the Plan,
(v) to prescribe, amend and rescind rules and
regulations relating to the Plan, and
(vi) to make all other determinations and take all
other actions necessary or advisable for the
administration of the Plan. In making such
determinations, the Board of Directors may take into
account the nature of the services rendered by such
individuals, their present and potential
contributions to the Company's success and such
other factors as the Board of Directors, in its
discretion, shall deem relevant. An individual to
whom an option has bee granted under the Plan is
referred to herein as an "Optionee."
(b) Notwithstanding anything to the contrary
contained herein, the Board of Directors may at any
time, or from time to time, appoint a committee (the
"Committee") of at least two members of the Board of
Directors, and delegate to the Committee the
authority of the Board of Directors to administer
the Plan. Upon such appointment and delegation, the
Committee shall have all the powers, privileges and
duties of the Board of Directors, and shall be
substituted for the Board of Directors, in the
administration of the Plan, except that the power to
appoint members of the Committee and to terminate,
modify or amend the Plan shall be retained by the
Board of Directors.
In the event that any member of the Board of
Directors is at any time not a "disinterested
person," as defined in Rule 16b-3(c)(3)(i)
promulgated pursuant to the Securities Exchange Act
of 1934, the Plan shall not be administered by the
Board of Directors, and may only by administered by
a Committee, all the members of which are
disinterested persons, as so defined. The Board of
Directors may from time to time appoint members of
the Committee in substitution for or in addition to
members previously appointed, may fill vacancies in
the Committee and may discharge the Committee. A
majority of the Committee shall constitute a quorum
and all determinations shall be made by a majority
of its members. Any determination reduced to
writing and signed by a majority of the members
shall be fully as effective as if it had been made
by a majority vote at a meeting duly called and
held. Members of the Committee shall not be
eligible to participate in this Plan.
3. Shares Subject to the Plan
The total number of Common Shares which shall be
subject to ISOs and Non-ISOs granted under the Plan
(collectively, "Options") shall be 700,000 in the
aggregate, subject to adjustment as provided in
Paragraph 8. The Company shall at all times while
the Plan is in force reserve such number of Common
Shares as will be sufficient to satisfy the
requirements of outstanding Options. The Common
Shares to be issued upon exercise of Options shall
in whole or in part be authorized and unissued or
reacquired Common Shares. The unexercised portion
of any expired, terminated or canceled Option shall
again be available for the grant of Options under
the Plan.
4. Eligibility
(a) Subject to subparagraphs (b) and (c) of this
Paragraph 4, Options may be granted to key
employees, officers, directors or consultants of the
Company, as determined by the Board of Directors.
(b) An ISO may be granted, consistent with the
other terms of the Plan, to an individual who owns
(within the meaning of Sections 422(b)(6) and 424(d)
of the Code), more that ten (10%) percent of the
total combined voting power or value of all classes
of stock of the Company or aa subsidiary corporation
(any such person, a "Principal Stockholder") only
if, at the time such ISO is granted, the purchase
price of the Common Shares subject to the ISO is an
amount which equals or exceeds one hundred ten
percent (110%) of the fair market value of such
Common Shares, and such ISO by its terms is not
exercisable more than five (5) years after it is
granted.
(c) A director or an officer of the Company who is
not also an employee of the Company and consultants
to the Company shall be eligible to receive Non-ISOs
but shall not be eligible to receive ISOs.
(d) Nothing contained in the Plan shall be
construed to limit the right to the Board of
Directors to grant an ISO and Non-ISO concurrently
under a single stock option agreement so long as
each Option is clearly identified as to its status.
Furthermore, if an Option has been granted under the
Plan, additional Options may be granted from time to
time to the Optionee holding such Options, and
Options may be granted from time to time to one or
more employees, officers or directors who have not
previously been granted Options.
(e) To the extent that the grant of an Option
results in the aggregate fair market value
(determined at the time of grant) of the Common
Shares (or other capital stock of the Company or any
subsidiary) with respect to which Incentive Stock
Options are exercisable for the first time by an
Optionee during any calendar year (under all plans
of the Company and subsidiary corporation) to exceed
$100,000, such Options shall be treated as a Non-
ISO. The provisions of this subparagraph (e) of
Paragraph 4 shall be construed and applied in
accordance with Section 422(d) of the Code and the
regulations, if any, promulgated thereunder.
5. Terms of Options
The term of each Option granted under the Plan shall
be contained in a stock option agreement between the
Optionee and the Company and such terms shall be
determined by the Board of Directors consistent with
the provisions of the Plan, including the following:
(a) The purchase price of the Common Shares subject
to each ISO shall not be less than the fair market
value (or in the case of the grant of an ISO to a
Principal Stockholder, not less that 110% of fair
market value) of such Common Shares at the time such
Option is granted. Such fair market value shall be
determined by the Board of Directors and, if the
Common Shares are listed on a national securities
exchange or traded on the over-the-counter market,
the fair market value shall be the mean of the
highest and lowest trading prices or of the high bid
and low asked prices of the Common Shares on such
exchange, or on the over-the-counter market as
reported by the NASDAQ system or the National
Quotation Bureau, Inc., as the case may be, on the
day on which the ISO is granted or, if there is no
trading or bid or asked price on that day, the mean
of the highest and lowest trading or high bid and
low asked prices on the most recent day preceding
the day on which the ISO is granted for which such
prices are available.
(b) The purchase price of the Common Shares subject
to each Non-ISO shall not be less than 85% of the
fair market value of such Common Shares at the time
such Option is granted. Such fair market value
shall be determined by the Board of Directors in
accordance with subparagraph (a) of this Paragraph
5. The purchase price of the Common Shares subject
to each Non-ISO shall be determined at the time such
Option is granted.
(c) The dates on which each Option (or portion
thereof) shall be exercisable and the conditions
precedent to such exercise, if any, shall be fixed
by the Board of Directors, in its discretion, at the
time such Option is granted.
(d) The expiration of each Option shall be fixed by
the Board of Directors, in its discretion, at the
time such Option is granted; however, unless
otherwise determined by the Board of Directors at
the time such Option is granted, an Option shall be
exercisable for ten (10) years after the date on
which it was granted (the "Grant Date"). Each
Option shall be subject to earlier termination as
expressly provided in Paragraph 6 hereof or as
determined by the Board of Directors, in its
discretion, at the time such Option is granted.
(e) Options shall be exercised by the delivery by
the Optionee thereof to the Company at its principal
office, or at such other address as may be
established by the Board of Directors, of written
notice of the number of Common Shares with respect
to which the Option is being exercised accompanied
by payment in full of the purchase price of such
Common Shares. Payment for such Common Shares may
be made (as determined by the Board of Directors)
(i) in cash, (ii) by certified check or bank
cashier's check payable to the order of the Company
in the amount of such purchase price, (iii) by a
promissory note issued by the Optionee in favor of
the Company in the amount equal to such purchase
price and payable on terms prescribed by the Board
of Directors, which provides for the payment of
interest at a fair market rate, as determined by the
Board of Directors, (iv) by delivery of capital
stock to the Company having a fair market value
(determined on the date of exercise in accordance
with the provisions of subparagraph (a) of this
Paragraph 5) equal to said purchase price, or (v) by
any combination of the methods of payment described
in clauses (i) through (iv) above.
(f) An Optionee shall not have any of the rights of
a stockholder with respect to the Common Shares
subject to his Option until such shares are issued
to him upon the exercise of his Option as provided
herein.
(g) No Option shall be transferable, except by will
or the laws of descent and distribution, and any
Option may be exercised during the lifetime of the
Optionee only by him. No Option granted under the
Plan shall be subject to execution, attachment or
other process.
6. Death or Termination of Employment
(a) If employment or other relationship of an
Optionee with the Company shall be terminated
voluntarily by the Optionee and without the consent
of the Company or for "Cause" (as hereinafter
defined), and immediately after such termination
such Optionee shall not then be employed by the
Company, any Options granted to such Optionee to the
extent not theretofore exercised shall expire
forthwith. For purposes of the Plan, "Cause" shall
mean "Cause" as defined in any employment agreement
("Employment Agreement") between Optionee and the
Company, and, in the absence of an Employment
Agreement or in the absence of a definition of
"Cause" in such Employment Agreement, "Cause" shall
mean (i) any continued failure by the Optionee to
obey the reasonable instructions of the President or
any member of the Board of Directors, (ii) continued
neglect by the Optionee of his duties and
obligations as an employee of the Company, or a
failure to perform such duties and obligations to
the reasonable satisfaction of the President or the
Board of Directors, (iii) willful misconduct of the
Optionee or other actions in bad faith by the
Optionee which are to the detriment of the Company,
including without limitation commission of a felony,
embezzlement or misappropriation of funds or
commission of any act of fraud or (iv) a breach of
any material provision of any Employment Agreement
not cured within 10 days after written notice
thereof.
(b) If such employment or other relationship shall
terminate other than (i) by reason of death, (ii)
voluntarily by the optionee and without the consent
of the Company, or (iii) for Cause, and immediately
after such termination such Optionee shall not them
be employed by the Company, any Options granted to
such Optionee may be exercised at any time within
three months after suchh termination, subject to the
provisions of subparagraph (d) of this Paragraph 6.
After such three-month period, the unexercised
Options shall expire. For the purposes of the Plan,
the retirement of an Optionee either pursuant to a
pension or retirement plan adopted by the Company or
on the normal retirement date prescribed from time
to time by the Company, and the termination of
employment as a result of a disability (as defined
in Section 22(e) (3) of the Code) shall be deemed to
be a termination of such Optionee's employment or
other relationship other than voluntarily by the
Optionee or for Cause.
(c) If an Optionee dies (i) while employed by, or
engaged in such other relationship with, the Company
or (ii) within three months after the termination of
his employment or other relationship other than
voluntarily by the Optionee and without the consent
of the Company or for Cause, any options granted to
such Optionee may be exercised at any time within
twelve months after such Optionee's death, subject
to the provisions of subparagraph (d) of this
Paragraph
6. After the three month period, the unexercised
Options shall expire.
(d) An Option may not be exercised pursuant to this
paragraph 6 except to the extent that the Optionee
was entitled to exercise the Option at the time of
termination of employment or Such other
relationship, or death, and in any event may not be
exercised after the expiration of the earlier of (i)
the term of the option or (ii) ten (10) years from
the date the Option was granted, or five (5) years
from the date an ISO was granted if the optionee
was a Principal Stockholder at that date.
7. Leave of Absence.
For purposes of the Plan, an individual who is on
military or sick leave or other bona fide leave of
absence (such temporary employment by the United
States or any state government) shall be considered
as remaining in the employ of the Company for 90
days or such longer period as shall be determined by
the Board of Directors.
8. Option Adjustments.
(a) The aggregate number and class of shares as to
which Options may be granted under the Plan, the
number and class shares covered by each outstanding
Option and the exercise price per share thereof (but
not the total price), and all such Options, shall
each be proportionately adjusted for any increase
decrease in the number of issued Common Shares
resulting from split-up spin-off or consolidation of
shares or any like Capital adjustment or the payment
of any stock dividend.
(b) Except as provided in subparagraph (c) of this
Paragraph 8, upon a merger, consolidation,
acquisition of property or stock, separation,
reorganization (other than a merger or
reorganization of the Company in which the holders
of Common Shares immediately prior to the merger or
reorganization have the same proportionate ownership
of Common Shares in the surviving corporation
immediately after the merger or reorganization) or
liquidation of the Company, as a result of which the
stockholders of the Company receive cash, stock or
other property in exchange for their Common Shares,
any Option granted hereunder shall terminate, but,
provided that the Optionee shall have the right
immediately prior to any such merger, consolidation,
acquisition of property or stock, separation,
reorganization or liquidation to exercise his Option
in whole or in part whether or not the vesting
requirements set forth in the stock option agreement
have been satisfied.
(c) If the stockholders of the Company receive
capital stock of another corporation ("Exchange
Stock") in exchange for their Common Shares in any
transaction involving a merger, consolidation,
acquisition of property or stock, separation or
reorganization (other than a merger or
reorganization of the Company in which the holders
of Common Shares immediately prior to the merger or
reorganization have the same proportionate ownership
of Common Shares in the surviving corporation
immediately after the merger or reorganization), all
options granted hereunder shall terminate in
accordance with the provision of subparagraph (b) of
this Paragraph 8 unless the of Directors and the
corporation issuing the Exchange Stock in their sole
and arbitrary discretion and subject to any required
action by the stockholders of the Company and such
corporation, agree that all such Options granted
hereunder are converted into options to purchase
shares of Exchange Stock. The amount and price of
such options shall be determined by adjusting the
amount and price of the Options granted hereunder in
the same proportion as used for determining the
number of shares of Exchange Stock the holders of
the Common Shares receive in such merger,
consolidation, acquisition of property or stock,
separation or reorganization. The vesting schedule
set forth in the stock option agreement shall
continue to apply to the options granted for the
Exchange Stock.
(d) All adjustments pursuant to this Paragraph 8
shall be made by the Board of Directors and its
determination as to what adjustments shall be made,
and the extent thereof, shall be final, binding and
conclusive.
9. Further Conditions of Exercise.
(a) Unless prior to the exercise of an Option the
Common Shares issuable upon such exercise are the
subject of a registration statement filed with the
securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended (the "Securities
Act"), and there is then in effect a prospectus
filed as part of such registration statement meeting
the Requirements of Section 10(a)(3) of the
Securities Act, the notice of exercise with respect
to such Option shall be accompanied by a
representation or agreement of the individual
exercising the Option to the Company to the effect
that such shares are being acquired for investment
only and not with a view to the resale or
distribution thereof, or such other, documentation
as may be required by the Company, unless, in the
opinion of counsel to the Company, such
representation, agreement or documentation is not
necessary to comply with the Securities Act.
(b) Anything in the Plan to the contrary
notwithstanding, the Company shall not be obligated
to issue or sell any Common Shares until they have
been listed on each securities exchange on which the
Common Shares may then be listed and until and
unless, in the opinion of counsel to the Company,
the Company may issue such shares pursuant to a
qualification or an effective registration
statement, or an exemption from registration, under
such state and federal laws, rules or regulations as
such counsel may deem applicable. The Company shall
use reasonable efforts to effect such listing,
qualification and registration, as the case may be.
10. Termination, Modification and Amendment
(a) The Plan (but not Options previously granted
under the Plan) shall terminate ten (10) years from
the earlier of the date of its adoption by the Board
of Directors or the date on which the Plan is
approved by the affirmative vote of the holders of a
majority of the outstanding shares of capital stock
of the Company entitled to vote thereon, and no
Option shall be granted after termination of the
Plan.
(b) The Plan may at any time be terminated and from
time to time be modified or amended by the
affirmative vote of the holders of a majority of the
outstanding shares of the capital stock of the
Company present, or represented, and entitled to
vote at a meeting duly held in accordance with the
applicable laws of the State of Nevada.
(c) The Board of Directors of the Company may at any
time terminate the Plan or from time to time make
such modifications or amendments of the Plan as it
may deem advisable; provided, however, that the
Board of Directors shall not (i) modify or amend the
Plan in any way that would disqualify any ISO issued
pursuant to the Plan as an Incentive Stock Option or
(ii) without approval by the affirmative vote of the
holders of a majority of the outstanding shares of
the capital stock of the Company present, or
represented, and entitled to vote at a meeting duly
held in accordance with the applicable laws of the
State of Nevada, increase (except as provided by
Paragraph 8) the maximum number of Common Shares as
to which Options may be granted under the Plan or
change the class of persons eligible to Options
under the Plan.
(d) No termination, modification or amendment of the
Plan may adversely affect the rights conferred by
any Options the consent of the Optionee thereof.
11. Effectiveness of the Plan
The Plan shall become effective upon adoption by the
Board of Directors. The Plan shall be subject to
approval by the affirmative vote of the holders of a
majority of the outstanding shares of the capital
stock of the Company entitled to vote thereon within
one year following adoption of the Plan by the Board
of Directors, and all Options granted prior to such
approval shall be subject thereto. In the event such
approval is withheld, the Plan and all Options which
may have been granted thereunder shall become null
and void.
12. Not a Contract of Employment
Nothing contained in the Plan or in any stock option
agreement executed pursuant hereto shall be deemed
to confer upon any individual to whom an Option is
or may be granted hereunder any right to remain in
the employ of, or in another relationship with, the
relationship with, the Company.
13.Miscellaneous
(a) Nothing contained in the Plan or in any stock
option agreement executed pursuant hereto shall be
deemed to confer upon any individual to whom an
Option is or may be granted hereunder any right to
remain in the employ of, or other relationship with,
the Company.
(b) If an Option has been granted under the Plan,
additional Options may be granted from time to time
to the Optionee, and Options may be granted from
time to time to one or more individuals who have not
previously been granted options.
(c) Nothing contained in the Plan shall be
construed to limit the right of the Company to grant
options otherwise than under the Plan in connection
with the acquisition of the business and assets of
any corporation, firm, person or association,
including options granted to employees thereof who
become employees of the Company, nor shall the
provisions of the Plan be to limit the right of the
Company to grant options Otherwise than under the
Plan for other proper corporate purposes.
(d) The Company shall have the right to require the
Optionee to pay the Company the cash amount of any
taxes the Company is required to withhold in
connection with the exercise of an Option.
(e) No award under this Plan shall be taken into
account in determining an Optionee's compensation
for purposes of an employee benefit plan of the
Company.
IN WITNESS WHEREOF, the Company has caused this
Agreement to be executed in its behalf by one of its
officers and sealed by its corporate seal, as of the
date set forth below, and the Employee has hereunto
set his hand on or as of said date, which date is
the date such option rights were approved for grant,
with Employee by his aid execution hereof hereby
representing that the residence indicated below his
(or her) name is his (or her) bona fide residence
and domicile.
Exhibits 5.1 and 23.2 - Consent of Sichenzia, Ross
& Friedman LLP
SICHENZIA, ROSS & FRIEDMAN LLP
Attorneys At Law
135 West 50th Street, 20th Floor
New York, New York 10020
Telephone: (212) 664-1200
Facsimile: (212) 664-7329
E-Mail: [email protected]
August 16, 1999
VIA ELECTRONIC TRANSMISSION
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: V3 SEMICONDUCTOR, INC.
SEC File No. 333-59133
Ladies and Gentlemen:
We refer to the registration statement on Form S-8
(the "Registration Statement") under the Securities
Act of 1933, as amended (the "Act"), filed by V3
Semiconductor, Inc., a Nevada corporation (the
"Company"), with the Securities and Exchange
Commission.
We have examined the originals, photocopies,
certified copies or other evidence of such records
of the Company, certificates of officers of the
Company and public officials, and other documents as
we have deemed relevant and necessary as a basis for
the opinion hereinafter expressed. In such
examination, we have assumed the genuineness of all
signatures, the authenticity of all documents
submitted to us as certified copies or photocopies
and the authenticity of the originals of such latter
documents.
Based on our examination mentioned above, we are of
the opinion that the securities being registered to
be sold pursuant to the Registration Statement are
duly authorized and will be, when sold in the manner
described in the Registration Statement, legally and
validly issued, and fully paid and nonassessable.
We hereby consent to the filing of this opinion as
Exhibit 5.1 to the Registration Statement and to the
reference to our firm under "Legal Matters" in the
related Prospectus. In giving the foregoing
consent, we do not hereby admit that we are in the
category of persons whose consent is required under
Section 7 of the Act, or the rules and regulations
of the Securities and Exchange Commission.
Very truly yours,
/s/ Sichenzia, Ross
& Friedman LLP
Sichenzia, Ross
& Friedman, LLP
Exhibit 23.1 - Consent of KPMG LLP
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
V3 Semiconductors, Inc.:
We consent to incorporation by reference in the
registration statement of Form S-8 of V3
Semiconductor, Inc. for the 1999 Employee Stock
Option Plan of our report dated November 30, 1998,
relating to the consolidated balance sheets of V3
Semiconductor, Inc. as at September 30, 1998 and
1997, and the related consolidated statements of
operations, changes in shareholders equity and cash
flows for each of the fiscal years in the three-year
period ended September 30, 1998, which report
appears in the Form 10-KSB of V3 Semiconductor, Inc.
/s/ KPMG LLP
KPMG LLP
Toronto, Canada
August 16, 1999
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