SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
FOREST GLADE INTERNATIONAL, INC.
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(Exact name of Registrant as specified in its charter)
NEVADA 52-212-549
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(State of Incorporation) (I.R.S. Employer ID No.)
444 Victoria Street, Suite 370
Prince George, B.C.
CANADA V2L 2J7
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(Address of Principal Offices)
The Forest Glade International, Inc., 1999 Stock Option Plan
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(Full Title of the Plan)
Wayne Loftus
Forest Glade International, Inc.
444 Victoria Street, Suite 370
Prince George, B.C.
CANADA V2L 2J7
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(Name and address of Agent for Service)
(250) 564-6868
(Telephone number, including area code of Agent for Service)
CALCULATION OF REGISTRATION FEE
Title of Amount of Max. Off. Maximum Amount of
Securities Securities Price Aggregate Registration
Registered Registered Per Share Offering Price Fee
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Common Stock(1) 5,000,000 $1.625(2) $8,125,000 $2,145
(1) Issuable pursuant to options granted pursuant to the plan.
(2) Estimated Price in accordance with Rule 457(h)and based upon the closing
price of the common stock as reported on the NASD OTC Bulletin Board Market
on December 20, 1999.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The documents containing the information related to the Forest Glade
International, Inc., 1999 Stock Option Plan which is not being filed as part of
this Registration Statement (the "Registration Statement") and documents
incorporated by reference in response to Item 3 of Part II of this Registration
Statement, which taken together constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act of 1933 (the "Securities
Act") will be sent or given to the participant by the Registrant as specified by
Rule 428(b)(1) of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information.
As required by this Item, the Registrant shall provide to the participant a
written statement advising them of the availability without charge, upon written
or oral request, of documents incorporated by reference in Item 3 of Part II
hereof and of documents required to be delivered pursuant to Rule 428(b) under
the Securities Act. The statement shall include the address listing the 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 Registrant incorporates the following documents filed with the
Securities and Exchange Commission by reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-KSB for the fiscal year
ended July 31, 1999.
(b) The Registrant's Quarterly Report on Form 10-QSB for the three month
period ended October 31, 1999.
(c) Description of the Common Stock as incorporated in the Registration
Statement on Form 10SB dated March 1, 1999, SEC file no. 000-25151
(d) All other documents filed by Registrant after the date of this
Registration Statement under Section 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, (the Exchange Act) are incorporated
by reference herein and in the Section 10 Prospectus to be a part
thereof from the date of filing of such documents.
Item 4. Not Applicable.
Item 5. Interests of Named Experts and Counsel: Not applicable.
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Item 6. Indemnification of Officers and Directors.
Article 11 of the Company's By-laws provides that every person who was or
is a party or is threatened to be made a party to or is involved in any action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he or a person for whom he is the legal representative
is or was a director or officer of the corporation or is or was serving at the
request of the corporation or for its benefit as a director or officer of
another corporation, or as its representative in a partnership, joint venture,
trust or other enterprise, shall be indemnified and held harmless to the fullest
extent legally permissible under the General Corporation Law of the State of
Nevada against all expenses, liability and loss (including attorney's fees,
judgments, fines and amounts paid or to be paid in settlement) reasonably
incurred or suffered by him in connection therewith.
Item 7. Exemption from Registration Claimed: Not Applicable
Item 8. Exhibits.
5.1 Opinion of Dennis Brovarone, regarding legality of shares being
issued.
23.1 Consent of Dennis Brovarone,(See Opinion).
23.2 Consent of BDO Dunwoody LLP, Chartered Accountants
99.1 The Forest Glade International, Inc. 1999 Stock Option Plan
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 the 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 in the 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.
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Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
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, as amended
that are incorporated by reference into this 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 to the securities offered
therein, and the offering of such securities offered 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 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
provisions described in Item 6, 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 that matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the questions whether such
indemnification is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
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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
authorized, on this 22 day of December, 1999 .
FOREST GLADE INTERNATIONAL, INC.
By:
/s/ WAYNE LOFTUS
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Wayne Loftus, President, Chairman of the Board
December 22 1999
/s/ GIL RAHIER
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Gil Rahier, Chief Financial Officer, Director
December 22 1999
/s/ FRANK DENIS
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Frank Denis, Director
December 22 1999
/s/ MICHAEL JENKS
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Michael Jenks, Director
December 22 1999
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Exhibit 23.1
DENNIS BROVARONE
ATTORNEY AND COUNSELOR AT LAW
11249 West 103rd Drive
Westminster, Colorado 80021
phone: 303 466 4092 / fax: 303 466 4826
December 22, 1999
Board of Directors
Forest Glade International Inc.
Re: Registration Statement on Form S-8
Gentlemen:
You have requested my opinion as to the legality of the issuance by Forest
Glade International Inc.,(the "Corporation") of up to 5,000,000 shares of Common
Stock (the "Shares") pursuant to a Registration Statement on Form S-8 (the
"Registration Statement") to be filed on or before December 22, 1999.
Pursuant to your request I have reviewed and examined:
(1).The Articles of Incorporation of the Corporation, as amended (the
"Articles");
(2). The Bylaws of the;
(3). Certain resolutions of the Board of Directors of the Corporation;
(4). The Registration Statement;
(5).The Corporation's Stock Option Plan covered by the Registration
Statement; and
(6).Such other matters as I have deemed relevant in order to form my
opinion.
Based upon the foregoing, and subject to the qualifications set forth
below, I am of the opinion that the Shares, if issued as described in the
Registration Statement will have been duly authorized, legally issued, fully
paid and non-assessable.
This opinion is furnished by me as counsel to the Corporation and is solely
for your benefit. Neither this opinion nor copies hereof may be relied upon by,
delivered to, or quoted in whole or in part to any governmental agency or other
person without our prior written consent. My opinion is subject to the
qualification that no opinion is expressed herein as to the application of state
securities or Blue Sky laws.
Not withstanding the above, I consent to the use of this opinion in the
Registration Statement. In giving my consent, I do not admit that I come without
the category of persons whose consent is required under Section 7 of the
Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ DENNIS BROVARONE
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Dennis Brovarone
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Exhibit 23.2
BDO Dunwoody LLP
Chartered Accountants
And Consultants
600 Park Place, 666 Burrard Street
Vancouver, B.C. Canada V6C 2X8
Telephone (604) 688 5421
Fax (604) 688 5132
December 22, 1999
We consent to the inclusion in the Registration Statement on Form S-8 of our
report dated October 29, 1999 on our audit of the financial statements of Forest
Glade International Inc., which appears in the company's 1999 Annual Report on
Form 10K-SB
/s/ BDO Dunwoody LLP
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Chartered Accountants
<PAGE>
FOREST GLADE INTERNATIONAL, INC.
1999 STOCK OPTION PLAN
ARTICLE I: DEFINITIONS
As used herein, terms have the meaning hereinafter set forth unless the
context should clearly indicate the contrary:
(a) Board hall mean the Board of Directors of the Company;
(b) Days shall mean for calculation purposes the days of the week in which
the NASD Electronic Bulletin Board conducts and is open for regular
trading activity;
(c) Company shall mean FOREST GLADE INTERNATIONAL, INC., a Nevada
corporation;
(d) Director shall mean a member of the Board;
(e) Fair Market Value shall mean the average closing low bid price for the
Company's common stock for the previous five (5) trading days ending
on the date of grant.
(f) Grant means the issuance of an Option hereunder to an Optionee
entitling such Optionee to acquire Stock on the terms and conditions
set forth in a Stock Option Agreement to be entered into with the
Optionee;
(g) Eligible Plan Participant shall mean any Director, Executive Officer,
Employee, Consultant or Advisor which has been confirmed by the Board
as eligible to participate under this Plan;
(h) Option shall mean the right granted to an Optionee to acquire Stock of
the Company pursuant to the Plan;
(i) Optionee shall mean an Eligible Plan Participant to whom a Grant
hereunder has been made;
(j) Plan shall mean the FOREST GLADE INTERNATIONAL, INC. 1999 Stock Option
Plan, the terms of which are herein set forth;
(k) Stock hall mean the common stock of the Company or, in the event the
outstanding shares of stock are hereafter changed into or exchanged
for shares of different stock or securities of the Company or some
other corporation, such other stock or securities;
(l) Stock Option Agreement shall mean the agreement between the Company
and an Optionee under which an Optionee may acquire Stock pursuant to
the Plan.
<PAGE>
ARTICLE II: THE PLAN
2.1 NAME. The plan shall be known as the FOREST GLADE INTERNATIONAL, INC.
1999 Option Plan.
2.2 PURPOSE. The purpose of the Plan is to advance the business and
development of the Company and its shareholders by affording to the
Eligible Plan Participants the opportunity to acquire a propriety
interest in the Company by the grant of Options to such persons under
the terms herein set forth. By doing so, the Company seeks to
motivate, retain and attract highly competent, highly motivated
Eligible Plan Participants to ensure the success of the Company. The
Options to be granted hereunder are non-statutory Options made
available to Eligible Plan Participants.
2.3 EFFECTIVE DATE. The Plan shall become effective upon its adoption by
the Board of the Company.
2.4 TERMINATION DATE. The Plan shall terminate ten (10) years from the
date the Plan is adopted by the Board of the Company and at such time
any Options granted hereunder shall be void and of no further force or
effect.
ARTICLE III: PARTICIPANTS
Only Eligible Plan Participants shall be eligible to be granted an Option
under the Plan. The Board may grant Options to any Eligible Plan Participant in
accordance with such determinations as the Board may, from time to time, in its
sole discretion make.
ARTICLE IV: ADMINISTRATION
4.1 The Plan shall be administered by the Board of Directors of the
Company. Subject to the express provisions of the Plan, the Board
shall also have complete authority to interpret the Plan, to
prescribe, amend and rescind rules and regulations related to it and
to determine the details and provisions of each Stock Option Agreement
and to make all other determinations necessary or advisable in the
administration of the Plan. The Board shall also have the authority to
modify outstanding Options and the provisions therein subject to the
agreement of the Optionee.
4.2 RECORDS OF PROCEEDINGS. The Board shall maintain written minutes of
its actions which shall be maintained among the records of the
Company.
4.3 COMPANY ASSISTANCE. The Company shall supply full and timely
information to the Board in all matters relating to eligible
Optionees, their status, death, retirement, disability and such other
pertinent facts as the Board may require. The Company shall furnish
the Board with such clerical and other assistance as is necessary in
the performance of its duties.
<PAGE>
ARTICLE V: SHARES OF STOCK SUBJECT TO THE PLAN
5.1 LIMITATION. The number of shares of Stock which may be issued and sold
hereunder shall not exceed 5,000,000 shares.
5.2 OPTIONS GRANTED UNDER THE PLAN. Shares of stock with respect to which
an Option is granted hereunder, but which lapses prior to exercise,
shall be considered available for grant hereunder. Therefore, if
Options granted hereunder shall terminate for any reason without being
wholly exercised, new Options may be granted hereunder covering the
number of shares to which such terminated Options related.
5.3 OPTIONS TO BE GRANTED. The Board shall have the discretion to award
options to individuals as and when deemed appropriate subject to the
terms and conditions of the Plan.
5.4 ANTI-DILUTION. In the event the Stock subject to this Plan is changed
into or exchanged for a different number or kind of stock or other
securities of the Company or of another organization by reason of
merger, consolidation or reorganization, recapitalization,
reclassification, combination of shares, stock split or stock
dividend;
(a) The aggregate number and kind of shares of Stock subject to the Plan
shall be adjusted appropriately;
(b) Unless modified by the Option Agreement for a Granted Option, the
Option price of any outstanding Option issued pursuant to the Plan
shall be adjusted appropriately;
(c) Where dissolution or liquidation of the Company or any merger of
consolidation in which the Company is not a surviving corporation is
involved, the Optionee holding any Option issued pursuant to the Plan
shall have the right immediately prior to such dissolution,
liquidation, merger or combination to exercise the Option, in whole or
in part, to the extent that it shall not have been exercised without
regard to any installment exercise provision.
ARTICLE VI: OPTION PROVISIONS
6.1 OPTIONS. Each Option granted hereunder shall be evidenced by minutes
of a meeting of or the written consent of the Board and by a written
Stock Option Agreement dated as of the date of grant and executed by
the Company and the Optionee, which agreement shall set forth such
terms and conditions as may be determined by the Board consistent with
the Plan.
6.2 OPTION PRICE. The per share Option price for the stock subject to each
Option shall not be less than the fair market value per share on the
effective date of grant or such other price as the Board may
determine.
<PAGE>
6.3 OPTION PERIOD. Each Option granted hereunder must be granted within
five (5) years from the effective date of the Plan. The period for the
exercise of each Option shall be determined by the Board, but in no
instance shall such period exceed five (5) years from the date of
grant of the Option.
6.4 OPTION EXERCISE.
(a) Options granted hereunder may not be exercised until and unless the
Optionee shall meet the conditions precedent established by the Board
for the Officers or Directors.
(b) Options may be exercised by the Eligible Plan Participants in whole or
in part. Optionees may exercise their Option at any time by giving
written notice to the Company with respect to the specified option,
delivered to the Company at its principal office together with payment
in full to the Company of the amount of the Option price for the
number of shares with respect to which the Option(s) are then being
exercised.
6.6 NON-TRANSFERABILITY OF OPTION. No Option or any right relative thereto
shall be transferred by an Optionee otherwise than as permitted by the
specific Grant of an Option consistent with the regulations of the
U.S. Securities and Exchange Commission, by will or by the laws of
descent and distribution. During the lifetime of an Optionee, the
Option shall be exercisable only by him or her.
6.7 EFFECT OF DEATH OR OTHER TERMINATION OF EMPLOYMENT OR DIRECTORSHIP.
(a) If the Eligible Plan Participant's relationship with the Company shall
be terminated, with or without cause, or by the act of the Eligible
Plan Participant, the Optionee's right to exercise such Options shall
terminate and all rights thereunder shall cease ninety days after the
date on which such person's association is terminated, unless this
provision is modified by the Option Agreement for the Options.
Provided however, that if the Optionee shall die or become permanently
and totally disabled while employed by or serving as a non-employee
Director of the Company, as solely determined by the Board in
accordance with its policies, then either his or her personal
representatives or a transferee under the Optionee's will or pursuant
to the laws of descent and distribution, or the disabled Optionee may
exercise the Option in full six (6) months from the date of such death
or disability unless this provision is modified by the Option
Agreement for the Options. In the case of an Optionee's retirement in
accordance with the Company's established retirement policy, such
Option shall remain exercisable by the Optionee for six months from
the date of such retirement unless this provision is modified by the
Option Agreement for the Options.
(b) No transfer of an Option by the Optionee by will or the laws of
descent and distribution shall be effective to bind the Company unless
the Company shall have been furnished with a written notice thereof
and an authenticated copy of the will and/or such other evidence as
the Committee may deem necessary to establish the validity of the
transfer and the acceptance by the transferee or transferees of the
terms and conditions of such Option.
6.8 RIGHTS AS A SHAREHOLDER.
(a) An Optionee or a transferee of an Option shall have no rights as a
shareholder of the Company with respect to any shares subject to any
unexercised Options.
(b) Ownership rights shall vest with the Eligible Plan Participant
according to the vesting provision set forth in Option Agreement for
the Options granted.
6.9 REQUIRED FILINGS. An Optionee to whom an Option is granted under the
terms of the Plan may be required to file appropriate reports with
governmental agencies. As a condition of the receipt of an Option
hereunder, Optionees shall agree to make such necessary. The Company
shall assist and cooperate with Optionees by providing the necessary
information required for compliance of this condition.
ARTICLE VII: STOCK CERTIFICATES
7.1 ISSUANCE. The Company shall issue and deliver any certificate for
shares of Stock purchased upon the exercise of any Option granted
hereunder.
7.2 TRANSFER RESTRICTIONS. Unless a registration statement covering the
shares underlying the Options is in effect at the time of execution of
an Option Agreement, the Board shall instruct the Secretary of the
Corporation to impose restrictions of the subsequent transferability
of Stock issued pursuant to Options to be granted hereunder. The Stock
of the Company to be issued pursuant to the exercise of an Option
shall have such restrictions prominently displayed as a legend on such
certificate.
ARTICLE VIII: TERMINATION OR AMENDMENT OF THE PLAN
The Board may at any time terminate the plan, and may at any time and from
time to time and in any respect amend or modify the Plan.
ARTICLE IX: EMPLOYMENT
9.1 EMPLOYMENT. Nothing in the Plan or any Option granted hereunder or in
any Stock Option Agreement shall confer upon a non-employee Director
receiving such Option or Stock Option Agreement the status as an
employee of the Company. Further, nothing in the Plan or any Option
granted hereunder shall in any manner create in any Optionee the right
to continue their relationship with the Company or create any vested
interest in such relationship, including employment.
9.2 OTHER COMPENSATION PLANS. The adoption of the Plan shall not effect
any other stock option, incentive, or other compensation plan in
effect for the Company or any of its subsidiaries, nor shall the Plan
preclude the Company or any subsidiary thereof from establishing any
other forms of incentive or other compensation for employees or
non-employee Directors of the Company, or any subsidiary thereof.
9.3 PLAN EFFECT. The Plan shall be binding upon the successors and assigns
of the Company.
9.4 TENSE. When used herein nouns in the singular shall include the
plural.
9.5 HEADINGS OF SECTIONS ARE NOT PART OF THE PLAN. Headings of articles
and sections hereof are inserted for convenience and reference and
constitute no part of the Plan.
FOREST GLADE INTERNATIONAL, INC.
By: /s/ WAYNE LOFTUS
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Wayne Loftus, President
Date: November 5, 1999
By: /s/ GIL RAHIER
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Gil Rahier, Secretary
Date: November 5, 1999
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