As filed with the Securities and Exchange Commission on May 1, 2000
File No.0-26093
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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SITE2SHOP.COM, INC.
(Exact name of issuer as specified in its charter)
Nevada 88-0382813
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
2001 West Sample Road
Pompano Beach, Florida 33064
(Address of principal executive offices) (Zip Code)
SITE2SHOP.COM, INC.
1998 STOCK OPTION PLAN
(Full title of the Plan)
Jack Levine
Chairman of the Board
Site2shop.com, Inc.
2001 West Sample Road, Suite 101
Pompano Beach, FL 33064
(Name and address of agent for service)
Copy to:
James M. Schneider, Esq.
Atlas Pearlman, P.A.
350 East Las Olas Boulevard, Suite 1700
Fort Lauderdale, FL 33301
(954) 763-1200
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
offering aggregate Amount of
Title of securities Amount to be price per offering registration
to be registered registered(1) share(1) price(1) fee (1)
===================== ============= ========== =========== =============
Site2shop.com, Inc.
1998 Stock Option Plan
Options Granted
Common Stock
<S> <C> <C> <C> <C>
($.001 par value) 4,375 $ 35.625 $ 155,859 $ 43.32
Common Stock
($.001 par value) 800,000 $ 2.375 $ 1,900,000 $ 528.20
Common Stock
($.001 par value) 1,119,635 $ 0.89375 $ 1,000,674 $ 278.19
Common Stock
($.001 par value) 215,000 $ 0.8125 $ 174,688 $ 48.56
Common Stock
($.001 par value) 197,000 $ 1.00 $ 197,000 $ 54.77
Common Stock
($.001 par value) 5,000 $ 10.00 $ 50,000 $ 13.90
Options Reserved
For Grant
Common Stock
($.001 par value) 2,658,990 $1.65 $ 4,387,334 $ 1,219.68
5,000,000 $ 2,187.00
</TABLE>
(1) The common shares are issuable upon exercise of options with fixed
exercise prices. Pursuant to Rule 457(h), the aggregate offering price and
fee have been calculated based on the price at which the options may be
exercised, except for options reserved for grant. The exercise price for
reserved options will be determined on the date of grant. Accordingly, the
aggregate offering price and fee on the reserved options are based on the
last sale price of the common stock on April 25, 2000, as quoted by the OTC
Bulletin Board, pursuant to Rule 457(h)(l).
PART 1
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION
Site2shop.com will provide the information specified in Item 1 by Rule 428
of the Securities Act of 1933 to each optionee. We are not filing these
documents as part of this registration statement or as prospectuses or
prospectus supplements, in accordance with the rules and regulations of the
Securities and Exchange Commission.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Site2shop.com will provide the information specified in Item 2 by Rule
428(b) of the Securities Act of 1933 to each optionee. We are not filing these
documents as part of this registration statement or as prospectus of prospectus
supplements, in accordance with the rules and regulations of the Securities and
Exchange Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
We incorporate by reference the documents, which we filed previously with
the Securities and Exchange Commission, listed below:
Annual Report on Form 10-KSB for the fiscal year ended December 31, 1999,
filed March 27, 2000.
We also incorporate by reference any future filings we make with the
Securities and Exchange Commission when Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934.
ITEM 4. DESCRIPTION OF SECURITIES
Common Stock
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Common stockholders share dividends on a proportionate basis, as may be
declared by the board of directors. Upon liquidation, dissolution, or winding up
of Site2shop.com, Inc. after payment to creditors, Site2shop.com, Inc.'s assets
will be divided proportionately on a per share basis among the holders of our
common stock.
Each share of our common stock has one vote. Holders of our common stock do
not have cumulative voting rights. This means that the holders of a plurality of
the shares voting for the election of directors can elect all of the directors.
In that event, the holders of the remaining shares will not be able to elect any
directors. Site2shop's By-Laws provide that a majority of the outstanding shares
of our common stock are a quorum to transact business at a stockholders'
meeting. Our common stock has no preemptive, subscription or conversion rights.
Also, our common stock is not redeemable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Experts
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Feldman Sherb Horowitz & Co., P.C., independent certified public
accountants, have audited our consolidated financial statements included in our
Annual Report on Form 10-KSB for the year ended December 31, 1999 as set forth
in their report, which is incorporated by reference in this prospectus and
elsewhere in the registration statement. Our financial statements are
incorporated by reference in reliance on Feldman, Sherb, Horowitz & Co., P.C.'s
report, given on their authority as experts in accounting and auditing.
Legal Matters
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Atlas Pearlman, P.A. will review the validity of the issuance of the shares
of our common stock being offered. They are located at 350 East Las Olas
Boulevard, Suite 1700, Fort Lauderdale, Florida 33301. Members of that firm own
a total of 5,990 shares of our common stock.
ITEM 6 INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 78.751 of the Nevada General Corporation Law, provides as follows:
1. A corporation may indemnify any person who was or is threatened to be
made party to any threatened, pending or completed action, suite 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 was or is a
Director, officer, employee or agent of the corporation, or is or was serving at
the request of another corporation as a director, officer, employee or agent of
another corporation, partnership or 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, suit or proceeding if he acted in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interest 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 contendre 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 interest 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 or 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 attorney's 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 attorney's 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 under the circumstances. The
determination must be made.
(a) By the stockholders;
(b) By the Board of Directors by a majority vote of a quorum consisting
of Directors who were not parties to the act, suit or proceeding;
(c) If a quorum consisting of Directors who were not parties to the
act, suit or proceeding cannot be obtained, by independent legal counsel in a
written opinion.
(f)
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 action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of final disposition of the
action, suite 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 the
corporation. The provisions of this subsection do not affect any rights to
advancement of expenses to which corporate personnel other than Directors or
officers may be entitled under any contract or otherwise by law.
6. The indemnification and advancement of expenses authorized in or 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 operating in the capacity of an officer, 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 established that
his acts 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 inures to the benefit of the heirs, executors and
administrators of such a person.
(c) The Executed Organizational Meeting of Directors and Shareholders
of Site2shop.com, Inc. of February 24, 1999 provides as follows:
"It is resolved that the Corporation shall hereby indemnify and hold
harmless all officers and directors of the Corporation from any and all
manner of action, suit or legal proceeding (whether judicial,
quasi-judicial or administrative in nature) and whether such action,
suit or legal proceeding occurs on the trial level, appellate level or
in any court or tribunal whatsoever."
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of Site2shop.com
pursuant to the foregoing provisions, or otherwise, Site2shop.com 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 Site2shop.com of expenses incurred
or paid by a director, officer or controlling person of Site2shop.com 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, Site2shop.com 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable
ITEM 8. Exhibits
4. Instruments defining the rights of security holders, including
indentures.
4.1 Site2shop.com, Inc. 1998 Stock Option Plan, as amended*
5. Opinion of Atlas Pearlman, P.A. as to the validity of Securities
being registered*
23. Consent of Experts and Counsel.
23.1. Consent of Independent Certified Public Accountants*
23.2. Consent of Atlas Pearlman, P.A. (Included as part of
Exhibit 5).
* Filed herewith
ITEM 9. UNDERTAKINGS
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:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume or securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price st forth in the "Calculation of
Registration Fee" table in the effective 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.
(iv) Provided, however, that paragraphs (1)(i) and (1) (ii) do not
apply if the registration statement is on Form S-3 and the information
required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference 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.
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 (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.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of Site2shop.com
pursuant to the foregoing provisions, or otherwise, Site2shop.com 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 Site2shop.com of expenses incurred
or paid by a director, officer or controlling person of Site2shop.com 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, Site2shop.com 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
The Registrant pursuant to the requirements of the Securities Act of 1933,
as amended, 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, in
the City of Pompano, State of Florida, on the 27the day of April, 2000.
SITE2SHOP.COM, INC.
By:/s/Mark Alfieri
----------------
Mark Alfieri, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- ------------ --------------------- -----------------
President and
Chief Executive Officer,
/s/Mark Alfieri Director and Principal
Mark Alfieri Executive Officer April 27, 2000
/s/ Jack Levine Chairman of the Board
Jack Levine and Secretary April 27, 2000
/s/Eric Warm Chief Operating Officer April 27, 2000
Eric Warm
Chief Financial Officer and
/s/Mark Weicher Principal Financial and
Mark Weicher Accounting Officer April 27, 2000
EXHIBIT 4.1
Site2shop.com, Inc 1998 Stock Option Plan, as amended
SHOP T.V., INC.
1998 STOCK OPTION PLAN
1. Grant of Options: Generally. In accordance with the provisions hereinafter
set forth in this stock option plan, the name of which is the SHOP T.V., INC.
1998 STOCK OPTION PLAN (the "Plan"), the Board of Directors (the "Board") or,
the Compensation Committee (the "Stock Option Committee") of Shop T.V., Inc.
(the "Corporation") is hereby authorized to issue from time to time on the
Corporation's behalf to any one or more Eligible Persons, as hereinafter
defined, options to acquire shares of the Corporation's no par value common
stock (the "Stock").
2. Type of Options. The Board or the Stock Option Committee is authorized to
issue Incentive Stock Options ("ISOs") which meet the requirements of Section
SS422 of the Internal Revenue Code of 1986, as amended (the "Code"), which
options are hereinafter referred to collectively as ISOs, or singularly as an
ISO. The Board or the Stock Option Committee is also, in its discretion,
authorized to issue options which are not ISOs, which options are hereinafter
referred to collectively as Non Statutory Options ("NSOs"), or singularly as an
NSO. The Board or the Stock Option Committee is also authorized to issue "Reload
Options" in accordance with Paragraph 8 herein, which options are hereinafter
referred to collectively as Reload Options, or singularly as a Reload Option.
Except where the context indicates to the contrary, the term "Option" or
"Options" means ISOs, NSOs and Reload Options.
3. Amount of Stock. The aggregate number of shares of Stock which may be
purchased pursuant to the exercise of Options shall be 1,500,000 shares. Of this
amount, the Board or the Stock Option Committee shall have the power and
authority to designate whether any Options so issued shall be ISOs or NSOs,
subject to the restrictions on ISOs contained elsewhere herein. If an Option
ceases to be exercisable, in whole or in part, the shares of Stock underlying
such Option shall continue to be available under this Plan. Further, if shares
of Stock are delivered to the Corporation as payment for shares of Stock
purchased by the exercise of an Option granted under this Plan, such shares of
Stock shall also be available under this Plan. If there is any change in the
number of shares of Stock due to of the declaration of stock dividends,
recapitalization resulting in stock split-ups, or combinations or exchanges of
shares of Stock, or otherwise, the number of shares of Stock available for
purchase upon the exercise of Options, the shares of Stock subject to any Option
and the exercise price of any outstanding Option shall be appropriately adjusted
by the Board or the Stock Option Committee. The Board or the Stock Option
Committee shall give notice of any adjustments to each Eligible Person granted
an Option under this Plan, and such adjustments shall be effective and binding
on all Eligible Persons. If because of one or more recapitalizations,
reorganizations or other corporate events, the holders of outstanding Stock
receive something other than shares of Stock then, upon exercise of an Option,
the Eligible Person will receive what the holder would have owned if the holder
had exercised the Option immediately before the first such corporate event and
not disposed of anything the holder received as a result of the corporate event.
4. Eligible Persons.
(a) With respect to ISOs, an Eligible Person means any individual who has
been employed by the Corporation or by any subsidiary of the Corporation, for a
continuous period of at least sixty (60) days.
(b) With respect to NSOs, an Eligible Person means (i) any individual who
has been employed by the Corporation or by any subsidiary of the Corporation,
for a continuous period of at least sixty (60) days, (ii) any director of the
Corporation or any subsidiary of the Corporation or (iii) any consultant of the
Corporation or any subsidiary of the Corporation.
5. Grant of Options. The Board or the Stock Option Committee has the right to
issue the Options established by this Plan to Eligible Persons. The Board or the
Stock Option Committee shall follow the procedures prescribed for it elsewhere
in this Plan. A grant of Options shall be set forth in a writing signed on
behalf of the Corporation or by a majority of the members of the Stock Option
Committee. The writing shall identify whether the Option being granted is an ISO
or an NSO and shall set forth the terms which govern the Option. The terms shall
be determined by the Board or the Stock Option Committee, and may include, among
other terms, the number of shares of Stock that may be acquired pursuant to the
exercise of the Options, when the Options may be exercised, the period for which
the Option is granted and including the expiration date, the effect on the
Options if the Eligible Person terminates employment and whether the Eligible
Person may deliver shares of Stock to pay for the shares of Stock to be
purchased by the exercise of the Option. However, no term shall be set forth in
the writing which is inconsistent with any of the terms of this Plan. The terms
of an Option granted to an Eligible Person may differ from the terms of an
Option granted to another Eligible Person, and may differ from the terms of an
earlier Option granted to the same Eligible Person.
6. Option Price. The option price per share shall be determined by the Board or
the Stock Option Committee at the time any Option is granted, and shall be not
less than (i) in the case of an ISO, the fair market value, (ii) in the case of
an ISO granted to a ten percent or greater stockholder, 110 percent of the fair
market value, or (iii) in the case of an NSO, not less than 55 % of the fair
market value (but in no event less than the par value) of one share of Stock on
the date the Option is granted, as determined by the Board or the Stock Option
Committee. Fair market value as used herein shall be:
(a) If shares of Stock shall be traded on an exchange or over-the-counter
market, the mean between the high and low sales prices of Stock on such exchange
or over-the-counter market on which such shares shall be traded on that date, or
if such exchange or over-the- counter market is closed or if no shares shall
have traded on such date, on the last preceding date on which such shares shall
have traded.
(b) If shares of Stock shall not be traded on an exchange or
over-the-counter market, the value as determined by a recognized appraiser as
selected by the Board or the Stock Option Committee.
7. Purchase of Shares. An Option shall be exercised by the tender to the
Corporation of the full purchase price of the Stock with respect to which the
Option is exercised and written notice of the exercise. The purchase price of
the Stock shall be in United States dollars, payable in cash, check, Promissory
Note secured by the Shares issued through exercise of the related Options, or in
property or Corporation stock, if so permitted by the Board or the Stock Option
Committee in accordance with the discretion granted in Paragraph 5 hereof,
having a value equal to such purchase price. The Corporation shall not be
required to issue or deliver any certificates for shares of Stock purchased upon
the exercise of an Option prior to (i) if requested by the Corporation, the
filing with the Corporation by the Eligible Person of a representation in
writing that it is the Eligible Person's then present intention to acquire the
Stock being purchased for investment and not for resale, and/or (ii) the
completion of any registration or other qualification of such shares under any
government regulatory body, which the Corporation shall determine to be
necessary or advisable
8. Grant of Reload Options. In granting an Option under this Plan, the Board or
the Stock Option Committee may include a Reload Option provision therein,
subject to the provisions set forth in Paragraphs 20 and 21 herein. A Reload
Option provision provides that if the Eligible Person pays the exercise price of
shares of Stock to be purchased by the exercise of an ISO, NSO or another Reload
Option (the "Original Option") by delivering to the Corporation shares of Stock
already owned by the Eligible Person (the "Tendered Shares"), the Eligible
Person shall receive a Reload Option which shall be a new Option to purchase*
shares of Stock equal in number to the tendered shares. The terms of any Reload
Option shall be determined by the Board or the Stock Option Committee consistent
with the provisions of this Plan.
9. Stock Option Committee. The Stock Option Committee may be appointed from time
to time by the Corporation's Board of Directors. The Board may from time to time
remove members from or add members to the Stock Option Committee. The Stock
Option Committee shall be constituted so as to permit the Plan to comply in all
respects with the provisions set forth in Paragraph 20 herein. The members of
the Stock Option Committee may elect one of its members as its chairman. The
Stock Option Committee shall hold its meetings at such times and places as its
chairman shall determine. A majority of the Stock Option Committee's members
present in person shall constitute a quorum for the transaction of business. All
determinations of the Stock Option Committee will be made by the majority vote
of the members constituting the quorum. The members may participate in a meeting
of the Stock Option Committee by conference telephone or similar communications
equipment by means of which all members participating in the meeting can hear
each other. Participation in a meeting in that manner will constitute presence
in person at the meeting. Any decision or determination reduced to writing and
signed by all members of the Stock Option Committee will be effective as if it
had been made by a majority vote of all members of the Stock Option Committee at
a meeting which is duly called and held.
10. Administration of Plan. In addition to granting Options and to exercising
the authority granted to it elsewhere in this Plan, the Board or the Stock
Option Committee is granted the full right and authority to interpret and
construe the provisions of this Plan, promulgate, amend and rescind rules and
procedures relating to the implementation of the Plan and to make all other
determinations necessary or advisable for the administration of the Plan,
consistent, however, with the intent of the Corporation that Options granted or
awarded pursuant to the Plan comply with the provisions of Paragraphs 20 and 21
herein. All determinations made by the Board or the Stock Option Committee shall
be final, binding and conclusive on all persons including the Eligible Person,
the Corporation and its stockholders, employees, officers and directors and
consultants. No member of the Board or the Stock Option Committee will be liable
for any act or omission in connection with the administration of this Plan
unless it is attributable to that member's willful misconduct.
11. Provisions Applicable to ISOs. The following provisions shall apply to all
ISOs granted by the Board or the Stock Option Committee and are incorporated by
reference into any writing granting an ISO:
(a) An ISO may only be granted within ten (10) years from September 10,
1998, the date that this Plan was originally adopted by the Corporation's Board
of Directors.
(b) An ISO may not be exercised after the expiration of ten (10) years from
the date the ISO is granted.
(c) The option price may not be less than the fair market value of the Stock
at the time the ISO is granted.
(d) An ISO is not transferable by the Eligible Person to whom it is granted
except by will, or the laws of descent and distribution, and is exercisable
during his or her lifetime only by the Eligible Person.
(e) If the Eligible Person receiving the ISO owns at the time of the grant
stock possessing more than ten (10%) percent of the total combined voting power
of all classes of stock of the employer corporation or of its parent or
subsidiary corporation (as those terms are defined in the Code), then the option
price shall be at least 110 % of the fair market value of the Stock, and the ISO
shall not be exercisable after the expiration of five (5) years from the date
the ISO is granted.
(f) The aggregate fair market value (determined at the time the ISO is
granted) of the Stock with respect to which the ISO is first exercisable by the
Eligible Person during any calendar year (under this Plan and any other
incentive stock option plan of the Corporation) shall not exceed $100,000.
(g) Even if the shares of Stock which are issued upon exercise of an ISO are
sold within one year following the exercise of such ISO so that the sale
constitutes a disqualifying disposition for ISO treatment under the Code, no
provision of this Plan shall be construed as prohibiting such a sale.
(h) This Plan was adopted by the Corporation on September 10, 1998, by
virtue of its approval by the Corporation's Board of Directors and a majority of
the vote of the shareholders of the Company holding 50% or more of the
outstanding capital stock of the Company.
12. Determination of Fair Market Value. In granting ISOs under this Plan, the
Board or the Stock Option Committee shall make a good faith determination as to
the fair market value of the Stock at the time of granting the ISO.
13. Restrictions on Issuance of Stock. The Corporation shall not be obligated to
sell or issue any shares of Stock pursuant to the exercise of an Option unless
the Stock with respect to which the Option is being exercised is at that time
effectively registered or exempt from registration under the Securities Act of
1933, as amended, and any other applicable laws, rules and regulations. The
Corporation may condition the exercise of an Option granted in accordance
herewith upon receipt from the Eligible Person, or any other purchaser thereof,
of a written representation that at the time of such exercise it is his or her
then present intention to. acquire the shares of Stock for investment and not
with a view to, or for sale in connection with, any distribution thereof; except
that, in the case of a legal representative of an Eligible Person,
"distribution" shall be defined to exclude distribution by will or under the
laws of descent and distribution. Prior to issuing any shares of Stock pursuant
to the exercise of an Option, the Corporation shall take such steps as it deems
necessary to satisfy any withholding tax obligations imposed upon it by any
level of government.
14. Exercise in the Event of Death of Termination or Employment.
(a) If an optionee shall die (i) while an employee of the Corporation or a
Subsidiary or (ii) within three months after termination of his employment with
the Corporation or a Subsidiary because of his disability, or retirement or
otherwise, his Options may be exercised, to the extent that the optionee shall
have been entitled to do so on the date of his death or such termination of
employment, by the person or persons to whom the optionee's right under the
Option pass by will or applicable law, or if no such person has such right, by
his executors or administrators, at any time, or from time to time. In the event
of termination of employment because of his death while an employee or because
of disability, his Options may be exercised not later than the expiration date
specified in Paragraph 5 or one year after the optionee's death, whichever date
is earlier, or in the event of termination of employment because of retirement
or otherwise, not later than the expiration date specified in Paragraph 5 hereof
or one year after the optionee's death, whichever date is earlier.
(b) If an optionee's employment by the Corporation or a Subsidiary shall
terminate because of his disability and such optionee has not died within the
following three months, he may exercise his Options, to the extent that he shall
have been entitled to do so at the date of the termination of his employment, at
any time, or from time to time, but not later than the expiration date specified
in Paragraph 5 hereof or one year after termination of employment, whichever
date is earlier.
(c) If an optionee's employment shall terminate by reason of his retirement
in accordance with the terms of the Corporation's tax-qualified retirement plans
if any, or with the consent of the Board or the Stock Option Committee or
involuntarily other than by termination for cause, and such optionee has not
died within the following three months, he may exercise his Option to the extent
he shall have been entitled to do so at the date of the termination of his
employment, at any time and from to time, but not later than the expiration date
specified in Paragraph 5 hereof or thirty (30) days after termination of
employment, whichever date is earlier. For purposes of this Paragraph 14,
termination for cause shall mean; (i) termination of employment for cause as
defined in the optionee's Employment Agreement or (ii) in the absence of an
Employment Agreement for the optionee, termination of employment by reason of
the optionee's commission of a felony, fraud or willful misconduct which has
resulted, or is likely to result, in substantial and material damage to the
Corporation or a Subsidiary, all as the Board or the Stock Option Committee in
its sole discretion may determine.
(d) If an optionee's employment shall terminate for any reason other than
death, disability, retirement or otherwise, all right to exercise his Option
shall terminate at the date of such termination of employment absent specific
provisions in the optionee's Option Agreement.
15. Corporate Events. In the event of the proposed dissolution or liquidation of
the Corporation, a proposed sale of all or substantially all of the assets of
the Corporation, a merger or tender for the Corporation's shares of Common Stock
the Board of Directors may declare that each Option granted under this Plan
shall terminate as of a date to be fixed by the Board of Directors; provided
that not less than thirty (30) days written notice of the date so fixed shall be
given to each Eligible Person holding an Option, and each such Eligible Person
shall have the right, during the period of thirty (30) days preceding such
termination, to exercise his Option as to all or any part of the shares of Stock
covered thereby, including shares of Stock as to which such Option would not
otherwise be exercisable. Nothing set forth herein shall extend the term set for
purchasing the shares of Stock set forth in the Option.
16. No Guarantee of Employment. Nothing in this Plan or in any writing granting
an Option will confer upon any Eligible Person the right to continue in the
employ of the Eligible Person's employer, or will interfere with or restrict in
any way the right of the Eligible Person's employer to discharge such Eligible
Person at any time for any reason whatsoever, with or without cause.
17. Nontransferability. Unless specifically authorized under the terms of the
Option grant, no Option granted under the Plan shall be transferable other than
by will or by the laws of descent and distribution. During the lifetime of the
optionee, an Option shall be exercisable only by him unless the terms of the
Option permits the assignment of the Option.
18. No Rights as Stockholder. No optionee shall have any rights as a stockholder
with respect to any shares subject to his Option prior to the date of issuance
to him of a certificate or certificates for such shares.
19. Amendment and Discontinuance of Plan. The Corporation's Board of Directors
may amend, suspend or discontinue this Plan at any time. However, no such action
may prejudice the rights of any Eligible Person who has prior thereto been
granted Options under this Plan. Further, no amendment to this Plan which has
the effect of (a) increasing the aggregate number of shares of Stock subject to
this Plan (except for adjustments pursuant to Paragraph 3 herein), or (b)
changing the definition of Eligible Person under this Plan, may be effective
unless and until approval of the stockholders of the Corporation is obtained in
the same manner as approval of this Plan is required. The Corporation's Board of
Directors is authorized to seek the approval of the Corporation's stockholders
for any other changes it proposes to make to this Plan which require such
approval, however, the Board of Directors may modify the Plan, as necessary, to
effectuate the intent of the Plan as a result of any changes in the tax,
accounting or securities laws treatment of Eligible Persons and the Plan,
subject to the provisions set forth in this Paragraph 19, and Paragraphs 19 and
20.
20. Compliance with Rule 16b-3. This Plan is intended to comply in all respects
with Rule 16b-3 ("Rule 16b-3") promulgated by the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), with respect to participants who are subject to Section 16 of the
Exchange Act, and any provision(s) herein that is/are contrary to Rule 16b-3
shall be deemed null and void to the extent appropriate by either the Stock
Option Committee or the Corporation's Board of Directors.
21. Compliance with Code. The aspects of this Plan on ISOs is intended to comply
in every respect with Section 422 of the Code and the regulations promulgated
thereunder. In the event any future statute or regulation shall modify the
existing statute, the aspects of this Plan on ISOs shall be deemed to
incorporate by reference such modification. Any stock option agreement relating
to any Option granted pursuant to this Plan outstanding and unexercised at the
time any modifying statute or regulation becomes effective shall also be deemed
to incorporate by reference such modification and no notice of such modification
need be given to optionee.
If any provision of the aspects of this Plan on ISOs is determined to
disqualify the shares purchasable pursuant to the Options granted under this
Plan from the special tax treatment provided by Code Section 422, such provision
shall be deemed null and void and to incorporate by reference the modification
required to qualify the shares for said tax treatment.
22. Compliance With Other Laws and Regulations. The Plan, the grant and exercise
of Options thereunder, and the obligation of the Corporation to sell and deliver
Stock under such options, shall be subject to all applicable federal and state
laws, rules, and regulations and to such approvals by any government or
regulatory agency as may be required. The Corporation shall not be required to
issue or deliver any certificates for shares of Stock prior to (a) the listing
of such shares on any stock exchange or over-the-counter market on which the
Stock may then be listed and (b) the completion of any registration or
qualification of such shares under any federal or state law, or any ruling or
regulation of any government body which the Corporation shall, in its sole
discretion, determine to be necessary or advisable. Moreover, no Option may be
exercised if its exercise or the receipt of Stock pursuant thereto would be
contrary to applicable laws.
23. Disposition of Shares. In the event any share of Stock acquired by an
exercise of an Option granted under the Plan shall be transferable other than by
will or by the laws of descent and distribution within two years of the date
such Option was granted or within one year after the transfer of such Stock
pursuant to such exercise, the optionee shall give prompt written notice thereof
to the Corporation or the Stock Option Committee.
24. Name. The Plan shall be known as the "Shop T.V., Inc. 1998 Stock Option
Plan."
25. Notices. Any notice hereunder shall be in writing and sent by certified
mail, return receipt requested or by facsimile transmission (with electronic or
written confirmation of receipt) and when addressed to the Corporation shall be
sent to it at its office, 2001 West Sample Road, Suite 101, Pompano Beach,
Florida 33064, and when addressed to the Committee shall be sent to it at 2001
West Sample Road, Suite 101, Pompano Beach, Florida 33064, subject to the right
of either party to designate at any time hereafter in writing some other
address, facsimile number or person to whose attention such notice shall be
sent.
26. Headings. The headings preceding the text of Sections and subparagraphs
hereof are inserted solely for convenience of reference, and shall not
constitute a part of this Plan nor shall they affect its meaning, construction
or effect.
27. Effective Date. This Plan, the Shop T.V., Inc. 1998 Stock Option Plan, was
adopted by the Board of Directors of the Corporation on September 10, 1998. The
effective date of the Plan shall be the same date.
Dated as of September 10, 1998.
SHOP T.V., INC.
By:/S/MARK ALFIERI
---------------
Mark Alfieri, President
SHOP T.V., INC.
1998 STOCK OPTION PLAN
AMMENDMENT NO. 1
Paragraph No. 3 "Amount of Stock" is hereby amended this First day of
December of 1998, as follows:
" The aggregate number of shares of Stock which may be purchased pursuant to
exercise of Options shall be 3,000,000 (from 1,500,000) shares."
This amendment was adopted by the Board of Directors of the Corporation on
December 1, 1998.
SHOP T.V., INC.
By:/S/ MARK ALFIERI
----------------
Name: Mark Alfieri
Its: President
SITE2SHOP.COM, INC.
FORMERLY KNOWN AS SHOP T.V., INC.
1998 STOCK OPTION PLAN
AMMENDMENT NO. 2
Paragraph No. 3 "Amount of Stock" is hereby subsequently amended this Third
day of April of 2000, as follows:
" The aggregate number of shares of Stock which may be purchased pursuant to
exercise of Options shall be 5,000,000 (from 3,000,000) shares."
This amendment was adopted by the Board of Directors of the Corporation on April
3, 2000.
SITE2SHOP.COM, INC.
By:/S/ MARK ALFIERI
----------------
Name: Mark Alfieri
Its: President
EXHIBIT 5.1
Opinion of Atlas Pearlman, A Professional Association.
ATLAS PEARLMAN P.A.
Suite 1700, 350 East Las Olas Boulevard, Fort Lauderdale, Florida 33301
Telephone (954) 763-1200/Facsimile (954) 766-7800/E-mail: [email protected]
Web site http://www.atlaslaw.com
FORT LAUDERDALE MIAMI BOCA RATON NAPLES SANTIAGO, CHILE
ATLAS PEARLMAN P.A.
ATTORNEYS AT LAW
Jan Douglas Atlas Joel D. Mayersohn Of Counsel
Michael W. Baker William Nortman Jon A. Sale
Alan H. Baseman Charles B. Pearlman Benedict P. Kuehne
Stephen W. Bazinsky James M. Schneider Sergio Vivanco A.**
Roxanne K. Beilly Wayne H. Schwartz
Elliot P. Borkson Douglas Paul Solomon
Robin Corwin Campbell Michael L. Trop Director of
Eric Lee Kenneth P. Wurtenberger Marketing and Development
Scott I. Cowan*
Deborah Ann Byles Matthew W. Miller
Rebecca G. DiStefano Brian A. Pearlman
April I. Halle Jonathan S. Robbins
Kip O. Lassner Samantha Nicole Tesser *not licensed to practice law
Andrew Lockwood Steven I. Weinberger **not admitted in Florida
April 27, 2000
Site2Shop.com, Inc.
2001 West Sample Road, Suite 101
Pompano Beach, FL 33064
Re: Registration Statement on Form S-8 - Site2Shop.com, Inc. -
Gentlemen:
This opinion is submitted pursuant to the applicable rules of the
Securities and Exchange Commission (the "Commission") with respect to the
registration by Site2Shop.com, Inc. (the "Company") of an aggregate of 5,000,000
shares of Common Stock, par value $.001 per share (the "Common Stock"), to be
issued pursuant to the Company's 1998 Stock Option Plan (the "Plan").
In our capacity as special counsel to the Company, we have examined the
original, certified, conformed, photostat or other copies of the Plan, the
Option, the Company's Certificate of Incorporation (as amended), By-Laws and
corporate minutes provided to us by the Company. In all such examinations, we
have assumed the genuineness of all signatures on original documents, and the
conformity to originals or certified documents of all copies submitted to us as
conformed, photostat or other copies. In passing upon certain corporate records
and documents of the Company, we have necessarily assumed the correctness and
completeness of the statements made or included therein by the Company and we
express no opinion thereon.
Based upon and in reliance of the foregoing, we are of the opinion that the
shares of Common Stock when issued in accordance with the terms of the Plan will
be, validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion in the Registration Statement
on Form S-8 filed with the Commission and the reference to this firm under the
heading "Legal Matters" in the Registration Statement on Form S-8.
Very truly yours,
ATLAS PEARLMAN, P.A.
/s/Atlas Pearlman, P.A.
EXHIBIT 23.1
Consent of Independent Certified Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on form S-8 of our report dated March
4, 2000, included in Site2shop.com, Inc.'s Annual Report on Form 10-K SB for the
year ended December 31, 1999 and to all references to our Firm included in this
registration statement.
Feldman Sherb Horowitz & Co., P.C.
New York, New York
April 27, 2000
EXHIBIT 23.2
Consent of Atlas Pearlman, P.A. included in
the opinion filed as exhibit (5.1) hereto
