FORM S-3/S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GLOBALNETCARE, INC.
(Exact name of Company as specified in its charter)
FLORIDA 980215778
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)
SUITE 950
2000 MCGILL COLLEGE
H3A 3H3
MONTREAL, QUEBEC, CANADA
TELEPHONE: (877) 288 - 4909
(Address of Principal Executive Offices)
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EMPLOYMENT AGREEMENTS
(Full title of the plan)
------------------------
PATRICK POWER
PRESIDENT AND DIRECTOR
GLOBALNETCARE, INC.
SUITE 950 - 2000 MCGILL COLLEGE
MONTREAL, QUEBEC, CANADA H3A 3H3
TELEPHONE: (877) 288-4909 FACSIMILE: (514) 288-6309
With a copy to:
CLARK, WILSON
BERNARD PINSKY
#800 - 885 WEST GEORGIA STREET
VANCOUVER, BRITISH COLUMBIA, CANADA V6C 3H1
TELEPHONE NO.: (604) 643-3153, FACSIMILE: (604) 687-6314
(Name and address of agent for service)
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CALCULATION OF REGISTRATION FEE
TITLE OF SECURITIES TO BE REGISTERED AMOUNT TO BE REGISTERED PROPOSED
------------------------------------ ----------------------- --------
MAXIMUM OFFERING PRICE PER UNIT PROPOSED MAXIMUM AGGREGATE OFFERING PRICE
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AMOUNT OF REGISTRATION FEE
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Common Shares 1,000,000(1) N/A N/A $150.48 (2)
(1) All of the 1,000,000 common shares to be registered hereby are being
offered by Selling Shareholders.
(2) The Registration Fee is calculated in accordance with Rule 457 under the
Securities Act of 1933, as amended, based on the last sale price of the common
shares of the Company on the National Association of Securities Dealers Inc.'s
Over-the-Counter Bulletin Board as of March 14, 2000.
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1,000,000 Shares
GLOBALNETCARE, INC.
Common Shares (par value $0.001)
The 1,000,000 common shares (the "Shares") in the capital of GlobalNetCare, Inc.
("GlobalNetCare" or the "Company") being registered pursuant to this
Registration Statement are offered by certain shareholders of the Company (the
"Selling Shareholders"). The Shares owned by the Selling Shareholders may be
offered for sale from time to time at market prices prevailing at the time of
sale or at negotiated prices by the Selling Shareholders, and without payments
of any underwriting discounts or commission, except for usual and customary
selling commissions paid to brokers or dealers. The Company will not receive
any proceeds from the sale of any of the Shares by the Selling Shareholders.
GlobalNetCare's common shares are traded on the National Association of
Securities Dealers Over-the Counter Bulletin Board under the symbol GBCR. As
March 14, 2000, the last sale price of the common shares in the capital of the
Company was $0.57.
THE COMMON SHARES OFFERED
PURSUANT TO THIS REGISTRATION
STATEMENT INVOLVE A HIGH DEGREE OF RISK
SEE "RISK FACTORS"
THESE ARE SPECULATIVE SECURITIES
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.
The date of this Prospectus is March 16, 2000.
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TABLE OF CONTENTS
PART I PAGE
Information Required in the Section 10(A) Prospectus 3
Prospectus Summary 4
The Company 4
Risk Factors 4
The Company and Recent Events 8
The Offering 8
Selling Security Holders 9
Description of Securities 9
Certificate of Incorporation and Bylaws 10
Experts 10
Legal Matters 10
PART II
Information Required in Registration Statement 11
Item 3 Incorporation by Reference 11
Item 4 Description of Securities 11
Item 5 Interests of Named Experts and Counsel 11
Item 6 Indemnification of Directors and Officers 11
Item 7 Exemption from Registration Claimed 13
Item 8 Exhibits 13
Item 9 Undertakings 13
Signatures 16
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the 1934 Act") and in accordance therewith, files periodic
reports, proxy statements and other information with the Securities and Exchange
Commission (the "SEC"). Such reports, proxy statements and other information
convening the Company may be inspected and copies may be obtained (at prescribed
rates) at the SEC's Public Reference Section, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the SEC's Regional offices at Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and 75 Park
Place, Room 1228, New York, New York 10007.
The documents containing the information specified in Part I of this Form
S-8/S-3 will be sent or given to the employees as specified by Rule 428(b)(1)
promulgated by the SEC under the Securities Act of 1933 (the "1933 Act"). Such
documents are not being filed with the SEC, but constitute (along with the
documents incorporated by reference to this Registration Statement pursuant to
Item 3 of Part II hereof), a Prospectus that meets the requirements of Section
10(a) of the 1933 Act.
This Registration Statement relates to the offering of a maximum of 1,000,000
Shares in the capital of the Company, pursuant to an employment agreement, dated
November 1, 1999, between Harvey Lalach ("Lalach") and the Company (the "Lalach
Agreement") and an employment agreement, dated November 1, 1999, between Jimmy
Foussekis ("Foussekis") and the Company (the "Foussekis Agreement"). The Lalach
Agreement and the Foussekis Agreement are collectively referred to as the
"Employment Agreements"). Lalach and Foussekis are collectively referred to as
the "Employees".
INCORPORATION OF DOCUMENTS BY REFERENCE
The Company hereby incorporates by reference into this Registration Statement
and Prospectus the following documents, previously filed with the Commission:
(a) the Company's Form 10-QSB for the quarter ended September 30, 1999,
filed December 3, 1999;
(b) the Company's Form 8-K filed November 1, 1999;
(c) the Company's Form 10-SB/A2 filed October 19, 1999;
(d) the Company's Form 10-SB/A1 filed October 6, 1999; and
(e) the Company's Form 10-SB filed August 20, 1999.
In addition to the foregoing, all documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c) and 15(d) of the 1934 Act prior to the filing
of a post-effective amendment indicating
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that all of the securities offered hereunder have been sold or deregistering all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of
filing of such documents. Any statement contained in a document incorporated by
reference in this Registration Statement shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed document that is also
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
Upon written or oral request, any of the documents incorporated by reference in
Item 1 of Part I or Item 3 of Part II of this Registration Statement (which
documents are incorporated by reference in this Section 10(a) Prospectus) and
other documents required to be delivered to the Employees pursuant to Rule
428(b) are available without charge by contacting: GlobalNetCare, Inc., Suite
950 - 2000 McGill College, Montreal, Quebec, H3A 3H3, Attention: The President,
telephone: (877) 288-4909.
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the detailed information
and financial statements appearing elsewhere or incorporated by reference in
this Prospectus.
THE COMPANY
The Company offers an array of health and medical information via its
proprietary information website - GlobalNetCare.com. The website provides
state-of-the-art medical services to Internet users at the click of a button.
The website consists of several intelligent, interactive "Virtual Medical
Centers" that provide health care professionals and people seeking information
with an easy-to-use, interactive learning experience that addresses their
subject of concern and creates individual virtual medical records. The
Company's computer system follows and advises each user on a one to one
confidential basis. See the Company's Form 10-SB and amendments thereto for
further details on the Company's business and operations.
RISK FACTORS
An investment in the Shares entails a number of very significant risks. Because
of these risks, funds should only be invested by persons able to bear the risk
of and withstand the loss of their entire investment. Prospective investors
should also consider the following risk factors before making and investment
decision:
Penny Stock Rules
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The Company's common shares are subject to rules promulgated by the SEC relating
to "penny stocks," which apply to companies whose shares are not traded on a
national stock exchange or on the NASDAQ system, trade at less than $5.00 per
share, or who do not meet certain other financial requirements specified by the
SEC. These rules require brokers who sell "penny stocks" to persons other than
established customers and "accredited investors" to complete certain
documentation, make suitability inquiries of investors, and provide investors
with certain
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information concerning the risks of trading in the such penny stocks. These
rules may discourage or restrict the ability of brokers to sell the Company's
common shares and may affect the secondary market for the Company's common
shares. These rules could also hamper the Company's ability to raise funds in
the primary market for the Company's common shares.
Limited Operating History
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The Company initiated its operations in January, 1999. As a result, it only has
a limited operating history on which one can base an evaluation of its business
and prospects. The Company's prospects must be considered in light of the
risks, uncertainties, expenses and difficulties frequently encountered by
companies in their early stages of development, particularly companies in new
and rapidly evolving markets like the one faced by the Company. Some of these
risks and uncertainties relate to the Company's ability to attract and maintain
a large base of users, develop and introduce desirable services and original
content to members and users, establish and maintain strategic alliances with
pharmaceutical, medical and technical supply companies, establish and maintain
relationships with highly qualified and respected doctors, establish and
maintain relationships with advertisers and advertising agencies, respond
effectively to competitive and technological developments, and build an
infrastructure to support the Company's business. The Company cannot be sure
that it will be successful in addressing these risks and uncertainties and its
failure to do so could have a material adverse effect on its financial
condition.
History of Losses
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The Company has not achieved profitability and expects to continue to incur net
losses for the foreseeable future and may never become profitable. The Company
has incurred net losses of approximately $60,925 during the period from the
Company's reinstatement on July 21, 1998 through December 31, 1998.
The Company's ability to generate significant revenues is uncertain. The
Company's short and long-term prospects depend upon establishing and maintaining
strategic alliances with pharmaceutical, medical and technical supply companies.
The Company has projected that a significant portion of its revenues will be
generated from such strategic alliances. Accordingly, the Company's success is
highly dependent on such alliances and the Company may never generate
significant revenues if it does not establish such alliances. Any adverse
developments in the pharmaceutical industry, like an increase in the use of
generic drugs instead of branded drugs or a reduction in the sales and marketing
expenditures of such companies, could have an adverse affect on the Company's
ability to generate revenues. As its business evolves, the Company expects to
introduce a number of new products and services. With respect to both current
and future product and service offerings, the Company expects to significantly
increase its marketing and operating expenses in an effort to increase its
customer base, enhance its brand image and support its infrastructure. In order
for the Company to make a profit, its revenues will need to increase
significantly to cover these and other future costs. Even if it becomes
profitable, the Company may not sustain or increase its profits on a quarterly
or annual basis in the future.
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Need for Additional Financing
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Based on its current operating plan, the Company anticipates that it will
require additional financing of approximately $1,000,000 by the end of October,
1999 in order to finance the increased promotion and marketing of its website.
In addition, the Company anticipates that by the end of 1999 it will require
additional financing of approximately $3,000,000 to further develop and expand
its website. After that time, the Company may need additional capital or the
Company may need to raise additional capital sooner to fund more rapid
expansion, to develop new or enhanced services or to respond to competitive
pressures.
The Company's ability to continue in business depends upon its continued ability
to obtain financing. There can be no assurance that any such financing would be
available upon terms and conditions acceptable to the Company, if at all. The
inability to obtain additional financing in a sufficient amount when needed and
upon acceptable terms and conditions could have a material adverse effect upon
the Company. Although the Company believes that it can raise financing
sufficient to meet its immediate needs, it will require funds to finance its
development and marketing activities in the future. There can be no assurance
that such funds will be available or available on terms satisfactory to the
Company. If additional funds are raised by issuing equity securities, further
dilution to existing or future stockholders is likely to result. If adequate
funds are not available on acceptable terms when needed, the Company may be
required to delay, scale-back or eliminate its promotional and marketing
campaign or its development programs. Inadequate funding also could impair the
Company's ability to compete in the marketplace and could result in its
dissolution.
Marketing
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The Company has not incurred significant advertising, sales and marketing
expenses to date. To increase awareness for its website, the Company expects to
spend significantly on advertising, sales and marketing in the future. If the
Company's marketing strategy is unsuccessful, it may not be able to recover
these expenses or increase its revenues. The Company will be required to
develop a marketing and sales campaign that will effectively demonstrate the
advantages of its website, services and products. The Company's marketing and
selling experience of its website to date is very limited. The Company may also
elect to enter into agreements or relationships with third parties regarding the
promotion or marketing of its website, products and services. There can be no
assurance that the Company will be able to establish adequate sales and
marketing capabilities, that it will be able to enter into marketing agreements
or relationships with third parties on financially acceptable terms or that any
third parties with whom it enters into such arrangements will be successful in
marketing and promoting the Company's website, products and services.
Acceptance of the Company and GlobalNetCare.com
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The Company's success is dependent upon achieving significant market acceptance
of its website, products and services by physicians, healthcare professionals
and internet consumers. It cannot guarantee that medical professionals or
internet consumers will accept GlobalNetCare.com, or even the Internet, as a
replacement for traditional sources of healthcare
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information. Market acceptance of GlobalNetCare.com depends upon continued
growth in the use of the Internet generally and, in particular, as a source of
healthcare information services for medical professionals and consumers. The
Internet may not prove to be a viable channel for these services because of
inadequate development of necessary infrastructure, such as reliable network
backbones, or complimentary services, such as high-speed modems and security
procedures for the transmission of confidential and private healthcare
information, the implementation of competitive technologies, government
regulation or other reasons. Failure to achieve and maintain market acceptance
of GlobalNetCare.com would seriously harm the Company's business.
Acceptance of GlobalNetCare.com depends on the success of its advertising,
promotional and marketing efforts and the ability to continue to provide
high-quality information to its users of its website. To date, the Company has
not spent a considerable amount on marketing and promotional efforts. To
increase awareness of its website, the Company expects to spend a significant
amount on promotion, marketing and advertising in the future. If these expenses
fail to develop an awareness of GlobalNetCare.com, these expenses may never be
recovered and the Company may never be able to generate future revenues. In
addition, even if awareness of GlobalNetCare increases, the Company may not be
able to increase or maintain the number of members of GlobalNetCare.com.
Generating Revenues from Advertising and Alliances
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The Company's future success depends on an increase in the use of the Internet
as an advertising medium. The Company plans to derive a substantial amount of
its revenues from the sale of advertisements and sponsorships on its website.
Advertising on the Internet is new and rapidly evolving and cannot yet be
compared with the traditional advertising market to gauge its effectiveness. As
a result, there is significant uncertainty about the demand and market
acceptance for Internet advertising. The Company cannot predict how its
potential advertising customers and sponsors will ultimately react to Internet
advertising and sponsorship as compared to traditional advertising media and
sponsorship opportunities. This makes it difficult to project the Company's
future advertising and sponsorship rates and revenues.
In addition, widespread adoption or increased use by Internet users of "filter"
software programs that allow them to limit or remove advertising from their
desktops or the adoption of this type of software by Internet access providers
could have a material adverse effect on the viability of advertising on the
Internet and on the Company's ability to generate revenues. If the market for
Internet advertising and sponsorships fails to develop or develops more slowly
than expected, the Company may not be able to generate the revenues required to
continue its operations or to become profitable.
Reliance upon Technology and Computer Systems
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The markets in which the Company compete are characterized by rapidly changing
technology, evolving technological standards in the industry, frequent new
websites, services and products and changing consumer demands. The Company's
future success will depend on its ability to adapt to these changes and to
continuously improve the performance, features and reliability of
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its service in response to competitive services and products and the evolving
demands of the marketplace, which it may not be able to do. In addition, the
widespread adoption of new Internet, networking or telecommunications
technologies or other technological changes could require the Company to incur
substantial expenditures to modify or adapt its services or infrastructure,
which might impact its ability to become or remain profitable.
The Company's website utilizes sophisticated and specialized network and
computer technology. The Company anticipates that it will be necessary to
continue to invest in and develop new and enhanced technology on a timely basis
to maintain its competitiveness. Significant capital expenditures may be
required to keep its technology up to date. Investments in technology and
future investments in upgrades and enhancements to software for such technology
may not necessarily maintain the Company's competitiveness. The Company's
business is highly dependent upon its computer and software systems, and the
temporary or permanent loss of such equipment or systems, through casualty,
operating malfunction or otherwise, could have a material adverse effect upon
the Company. If the Company cannot operate its website 24 hours a day seven
days per week with limited interruptions, its business may be seriously harmed.
The Company's website may be required to accommodate a high volume of traffic
and deliver frequently updated information. The Company's website may
experience slower response times or system failures due to increased traffic on
its website or on the internet. The website users and members depend on
Internet service providers and other website operators for access to the
Company's website. These providers and operators have experienced significant
outages in the past and there can be no assurance that such outages or other
problems will not occur in the future. Any interruptions in the operation of
the Company's website however caused could cause a material adverse effect upon
the Company.
Competition
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The Company competes with companies providing or maintaining online services or
websites targeted to doctors and the healthcare industry, companies providing or
maintaining online general healthcare information and related services,
companies providing or maintaining public sector and non-profit websites that
contain healthcare information and services, companies providing or maintaining
websearch services particularly geared to medical and healthcare websites, and
publishers and distributors of traditional media targeted to doctors and the
healthcare industry. Competition for users, members and advertisers, as well as
general competition in the electronic commerce market, is intense and is
expected to increase significantly.
Many of the Company's competitors are substantially larger than the Company and
have significantly greater financial resources and marketing capabilities than
the Company, together with better name recognition. It is also possible that
new competitors may emerge and acquire significant market share. Competitors
with superior resources and capabilities may be able to utilize such advantages
to market their website, products and services better, faster and/or cheaper
than the Company. Increased competition is likely to result in reduced gross
margins and loss of market share, either of which could have a material adverse
effect upon the Company's business, results of operations and financial
condition. In addition, there can be no assurance that the Company will be able
to compete successfully against its present or future competitors.
<PAGE>
The Company's ability to compete successfully will require it to develop and
maintain a technologically advanced website and to provide superior products and
services, attract and retain highly qualified personnel and obtain a significant
customer base. There can be no assurance that the Company will be able to
achieve these objectives. Failure to do so would have a material adverse effect
on its business, operating results and financial condition. Furthermore, the
Company's website and products and services will compete directly with other
existing and subsequently developed products using competing technologies.
There can be no assurance that the Company's competitors will not succeed in
developing or marketing technologies, websites, services and products that are
more effective and commercially desirable than those developed or marketed by
the Company or that would render the Company's website, products and services
non-competitive. Failure of the Company's website, products and services to
compete successfully with websites, products and services using competing
technologies will have a material adverse effect on the Company's business,
operating results and financial condition.
The market for Internet content, products, services and advertising is new,
rapidly evolving and intensely competitive. The Company currently competes, or
potentially competes, with many providers of website content, information
services and products, as well as traditional media and promotional efforts, for
audience attention and advertising and sponsorship expenditures. It expects
competition to intensify in the future. Barriers to entry are not significant,
and current and new competitors may be able to launch new websites at a
relatively low cost. Competition for members, users and advertisers, as well as
competition in the electronic commerce market, is intense and is expected to
increase significantly.
Limited Protection for Intellectual Property
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While the Company is investigating the possibilities of patent, copyright and
trademark registration and protection for its intellectual property, no such
protection has yet been applied for (except for a trademark registration of the
name "GlobalNetCare") or granted. There is no assurance that such registration
or protection will be available, and therefore the Company may have little or no
protection for its intellectual property assets, comprising the main business
assets of the Company.
The Company's Pythian system and its other intellectual property is important to
the Company's continued operations and success. The Company's efforts to
protect this intellectual property may not be adequate. Unauthorized parties
may infringe upon or misappropriate its Pythian system or other proprietary
medical information. In the future, litigation may be necessary to protect and
enforce the Company's intellectual property rights or to determine the validity
and scope of its intellectual property, which could be time consuming and
costly. The Company could also be subject to intellectual property infringement
claims as the numbers of competitors grows. These claims, even if not
meritorious, could be expensive and divert the Company's attention from its
continued operations. If the Company becomes liable to any third parties for
such claims, it could be required to pay a substantial damage award or to
develop comparable non-infringing intellectual property and systems.
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Uncertain Ability to Manage Growth
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The Company's ability to achieve its planned growth is dependent upon a number
of factors including, but not limited to, its ability to hire, train and
assimilate management and other employees, the adequacy of the Company's
financial resources, the Company's ability to identify and efficiently provide
and perform such new products and services as the Company's customers may
require in the future and its ability to adapt its systems to accommodate its
expanded operations. In addition, there can be no assurance that the Company
will be able to achieve its planned expansion or that it will be able to manage
successfully such expanded operations. Failure to manage anticipated growth
effectively and efficiently could have a material adverse effect on the Company.
Dependence Upon Key Personnel
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The Company's key personnel include Dr. George Tsoukas and Dr. David Mulder.
Dr. Tsoukas is considered to be a key employee because of his expertise in
connection with the development of the Pythian system and because of his network
of personal contacts in the medical profession. Dr. Mulder is considered key
person because of his extensive expertise and his network of personal contacts
within the medical profession. The Company's success is substantially dependent
on its ability to retain and motivate its senior management and other key
employees and its ability to identify, attract, hire, retain and motivate other
highly qualified and respected doctors, which supply, update and maintain all of
the original content contained on the Company's website.
The loss of the services of any of the above persons and other key employees,
for any reason, may have a materially adverse effect on the prospects of the
Company. Although the Company believes that the loss of any of its management
or other key employees (apart from those indicated above) will not have a
material adverse impact upon the Company, there can be no assurance in this
regard, nor any assurance that the Company will be able to find suitable
replacements. Furthermore, the Company does not maintain "key man" life
insurance on the lives of any of its management or other key employees of the
Company. To the extent that the services of any key employee of the Company
become unavailable, the Company will be required to retain other qualified
persons; however, there can be no assurance that it will be able to employ
qualified persons upon acceptable terms.
Original Content from Medical Experts
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GlobalNetCare.com includes original content created for the Company by expert
medical professionals. The Company depends on individual doctors and doctors
teams to provide the original content for its website. The Company has a
limited number of relationships with such doctors and teams and is significantly
relying on management's personal contacts to maintain its existing relationships
and to develop new relationships. The Company's success depends significantly on
its ability to maintain these existing relationships with these content
providers, to build new relationships with other content providers and to
continue to obtain original content from medical experts. The Company's
relationships with expert medical professionals who provide it with a majority
of its original proprietary content are generally short-term and
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project-based. The Company cannot assure that it will be able to maintain such
relationships and obtain such information.
Government Regulation
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U.S. Congress currently is considering proposed legislation that would establish
a new federal standard for protection and use of health information. In
addition, the laws of other countries also govern the use of and disclosure of
health information. The Company cannot assure that its systems for safeguarding
patient health information from unauthorized disclosure or use will preclude
successful claims against it for violation of applicable law. The Company also
cannot assure that other third-party sites that consumers access through
GlobalNetCare.com will maintain systems to safeguard this health information.
In addition, future laws or changes in current laws may necessitate costly
adaptations to the Company's systems. If the Company fails to comply with
current or future laws, it could have a material adverse effect upon the
Company's operations.
Each state in the United States imposes restrictions on the ability of persons
and corporations to practice medicine. Any finding in a state that the Company
is not in compliance with its laws could require the Company to restructure its
services, which could adversely affect its business. The laws in some states
prohibit some business entities, such as the Company, from practising medicine.
These laws generally prohibit us from employing physicians to practice medicine
or from directly furnishing medical care to patients. Each state requires
licensure for the practice of medicine within that state, and some states
consider the receipt of an electronic transmission of selected healthcare
information in that state to be the practice of medicine. These laws restrict
the Company's activities and the extent to which it can provide medical advice
to its members. If challenged, the Company cannot assure that its activities
would be found to be in compliance with such laws.
Any new law or regulation pertaining to the Internet, or the application or
interpretation of existing laws, could decrease demand for the Company's website
and services, increase its cost of doing business or otherwise have a material
adverse effect on its success and continued operations. Laws and regulations
may be adopted in the future that address Internet-related issues, including
online content, user privacy, pricing and quality of products and services.
Because the growing popularity and use of the Internet has burdened the existing
telecommunications infrastructure in many areas, local exchange carriers have
petitioned the FCC to regulate Internet service providers in a manner similar to
long distance telephone carriers and to impose access fees on the Internet
service providers. The Company cannot guarantee that the United States, Canada
or foreign nations will not adopt legislation aimed at protecting Internet
users' privacy. Any such legislation could negatively affect the Company's
business. Moreover, it may take years to determine the extent to which existing
laws governing issues like property ownership, libel, negligence and personal
privacy are applicable to the Internet.
Medical Malpractice Risks
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The information provided by the Company is intended to be in addition to, and
not in substitution for, medical advice from a user's own physician. However,
medical advice will be
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dispensed over the Internet both directly by doctors and indirectly by the
Company's Pythian System. The Company is attempting to obtain insurance which
would cover risks associated with negligence or faulty medical advice, but such
insurance may not be available or may not be sufficient to cover all potential
risks. Damage awards in medical malpractice suits can be very high, potentially
creating a financial burden that the Company could not withstand if such a suit
were successful and not fully covered by insurance.
THE COMPANY AND RECENT EVENTS
The Company completed a private placement of 1,114,998 common shares at a price
of $0.40 per common share to certain investors in consideration of the repayment
of certain loans made by these investors to the Company. Those investors
included Bill Manolakos, Univalor, Jimmy Foussekis and Grimbsy Trading Ltd. All
common shares are restricted securities for the purposes of Rule 144 of the
Securities Act of 1933.
In addition, the Company issued an aggregate of 1,500,000 common shares to
employees for services rendered and 35,750 common shares to an individual in
consideration of certain products and services sold to the Company. All common
shares are restricted securities for the purposes of Rule 144 of the Securities
Act of 1933.
THE OFFERING
The Selling Shareholders acquired the Shares pursuant to the Employment
Agreements. The Shares offered by the Selling Shareholders may be offered from
time to time at market prices prevailing at the time of sale or at negotiated
prices, and without payment of any underwriting discounts or commissions except
for usual and customary selling commissions paid to brokers or dealers. The
Company will not receive any proceeds from the sale of the Shares by the Selling
Shareholders.
SELLING SECURITY HOLDERS
The following table identifies the Selling Shareholders and indicates (i) the
nature of any material relationship that such Selling Shareholders have had with
the Company for the past three years, (ii) the number of Shares held by the
Selling Shareholders, (iii) the amount to be offered for the Selling
Shareholders' accounts, and (iv) the number of shares and percentage of
outstanding shares of the common shares in the capital of the Company to be
owned by the Selling Shareholders after the sale of the Shares offered by the
Selling Shareholders pursuant to this offering. The Selling Shareholders are
not obligated to sell the Shares offered in this Prospectus and may choose not
to sell any of the Shares or only a part of the Shares. Commission rules
require that the Company assume that each Selling Shareholder sells all shares
offered with this Prospectus.
Under the 1934 Act, any person engaged in a distribution of the Shares offered
by this Prospectus may not simultaneously engage in market making activities
with respect to the common shares in the capital of the Company during the
applicable "cooling off" periods prior to the commencement of such distribution.
In addition, and without limiting the foregoing, each Selling Shareholder will
be subject to applicable provisions of the 1934 Act and the rules and
regulations thereunder, including, without limitation, Rule 10B-6 and 10B-7,
which provisions may limit the timing of purchases and sales of the Shares by
the Selling Shareholders. As of February 25, 2000, there were 14, 858, 129
common shares in the capital of the Company issued and outstanding.
<PAGE>
HARVEY LALACH, CHIEF OPERATING OFFICER
Shares Beneficially Owned Prior to Offering: 512,000
Percentage: 3.4%
Shares to be Sold: 500,000
Shares Beneficially Owned After Offering: 12,000
Percentage: 0.08%
JIMMY FOUSSEKIS, COMMUNICATIONS REPRESENTATIVE
Shares Beneficially Owned Prior to Offering: 500,000
Percentage: 3.4%
Shares to be Sold: 500,000
Shares Beneficially Owned After Offering: 0
Percentage: 0%
DESCRIPTION OF SECURITIES
The authorized capital of the Company includes: 50,000,000 shares of common
stock with par value of $0.001 of which 14,858,129 were issued and outstanding
at February 25, 2000. All of the authorized shares of common stock of the
Company are of the same class and, once issued, rank equally as to dividends,
voting powers, and participation in assets. Holders of common shares are
entitled to one vote for each share held of record on all matters to be acted
upon by the shareholders. Holders of common shares are entitled to receive such
dividends as may be declared from time to time by the Board of Directors, in its
discretion, out of funds legally available therefore. Upon liquidation,
dissolution or winding up of the Company, holders of common shares are entitled
to receive pro rata the assets of Company, if any, remaining after payments of
all debts and liabilities. No common shares have been issued subject to call or
assessment. There are no pre-emptive or conversion rights and no provisions for
redemption or purchase for cancellation, surrender, or sinking or purchase
funds.
CERTIFICATE OF INCORPORATION AND BYLAWS
The Company's certificate of incorporation provides for the indemnification of
directors and officers for certain acts to the fullest extent permitted by the
Florida Business Corporations Act. Further, the Company's bylaws provide
authority for the Company to maintain a liability insurance policy which insures
directors or officers against any liability incurred by them in their capacity
as such.
Insofar as indemnification for liabilities arising under the 1933 Act may be
permitted to directors, officers and controlling persons of the Company pursuant
to the foregoing provisions, or otherwise, the Company has been advised that in
the opinion of the SEC such indemnification is against public policy as
expressed in the 1933 Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defence of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
<PAGE>
submit to a court of appropriate jurisdiction the question whether such
indemnification by its against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.
EXPERTS
The consolidated financial statements of the Company incorporated in the
Prospectus by reference from the Company's Form 10-SB have been audited by
Councilor, Buchanan & Mitchell, P.C., independent auditors, as stated in their
report, which is incorporated herein by reference. Such financial statements of
the Company have been so incorporated in reliance upon the report of such firm
given upon their authority as experts in accounting and auditiing.
LEGAL MATTERS
The legality of the common shares offered by this Prospectus will be passed upon
for the Company and the Selling Shareholders by Clark, Wilson, Vancouver,
British Columbia, Canada.
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3 INCORPORATION BY REFERENCE
The Company hereby incorporates by reference into this Registration Statement
the following documents, previously filed with the Commission:
(a) the Company's Form 10-QSB for the quarter ended September 30, 1999,
filed December 3, 1999;
(b) the Company's Form 8-K filed November 1, 1999;
(c) the Company's Form 10-SB/A2 filed October 19, 1999;
(d) the Company's Form 10-SB/A1 filed October 6, 1999;
(e) the Company's Form 10-SB filed August 20, 1999; and
(f) the description of the Company's common shares as contained in the
Company's Form 10-SB, Form 10-SB/A1 and From 10-SB/A2.
In addition to the foregoing, all documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c) and 15(d) of the 1934 Act prior to the filing
of a post-effective amendment indicating that all of the securities offered
hereunder have been sold or deregistering all securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be part hereof from the date of filing of such documents. Any statement
contained in a document incorporated by reference in this Registration Statement
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any subsequently
filed document that is also incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4 DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5 INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6 INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Articles provide that, to the fullest extent permitted by law, no
director or officer of the Company shall be personally liable to the Company or
its shareholders for damages for breach of any duty owed to the Company or its
shareholders. In addition, the Company's Articles authorize the Company to, in
its by-laws or in any resolution of its directors or shareholders, undertake to
indemnify the officers and directors of the Company against any
<PAGE>
contingency or peril as may be determined in the best interests of the Company.
Further, the Company is authorized by its Articles to purchase and maintain
insurance for the benefit of any person who is or was serving as a director,
officer, employee or agent of the Company or of any corporation of which the
Company is a shareholder, against any liability which may be incurred by him/her
in that capacity. The Company maintains liability insurance to cover its
directors and officers. Such provisions do not eliminate the personal liability
of the Company's directors and officers for monetary damages as a result of a
breach of fiduciary duty or for any actions or omissions which were not done in
good faith.
Under section 607.0850 of the Florida Business Corporation Act, the Company has
the power to indemnify:
(a) any person who was or is a party to any proceeding (other than an action
by, or in the right of, the Company), by reason of the fact that he or she is or
was a director, officer, employee, or agent of the Company or is or was serving
at the request of the Company as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust, or other enterprise
against liability incurred in connection with such proceeding, including any
appeal thereof, if he or she acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best interests of the
Company and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful; and
(b) any person, who was or is a party to any proceeding by or in the right
of the Company to procure a judgement in its favour by reason of the fact that
the person is or was a director, officer, employee, or agent of the Company or
is or was serving at the request of the Company as a director, officer,
employee, or agent of another corporation, partnership, joint venture, trust, or
other enterprise, against expenses and amounts paid in settlement not exceeding,
in the judgement of the board of directors, the estimated expense of litigating
the proceeding to conclusion, actually and reasonably incurred in connection
with the defense or settlement of such proceeding, including any appeal thereof,
if he or she acted in good faith and in a manner he or she reasonably believed
to be in, or not opposed to, the best interests of the Company, except that no
indemnification shall be made in respect of any claim, issue, or matter as to
which such person shall have been adjudged to be liable unless, and only to the
extent that, the court in which such proceeding was brought, or any other court
of competent jurisdiction, shall determine upon application that, despite the
adjudication of liability but in view of all circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
such court shall deem proper.
To the extent that a director, officer, employee, or agent of the Company has
been successful on the merits or otherwise in defense of any proceeding referred
to in (a) or (b) above, or in defense of any claim, issue, or matter therein,
the Company is required to indemnify him or her against expenses actually and
reasonably incurred by him or her in connection with such proceeding. Any
indemnification under (a) or (b) above, unless pursuant to a determination by a
court, shall be made by the Company only as authorized by its Board of
Directors.
<PAGE>
Regardless of under any bylaw, agreement, vote of shareholders or disinterested
directors, or otherwise, indemnification or advancement of expenses shall not be
made to or on behalf of any director, officer, employee, or agent if a judgment
or other final adjudication establishes that his or her actions, or omissions to
act, were material to the cause of action so adjudicated and constitute:
(a) a violation of the criminal law, unless the director, officer, employee,
or agent had reasonable cause to believe his or her conduct was lawful or had no
reasonable cause to believe his or her conduct was unlawful;
(b) a transaction from which the director, officer, employee, or agent
derived an improper personal benefit; or
(c) wilful misconduct or a conscious disregard for the best interests of the
Company in a proceeding by or in the right of the Company to procure a judgment
in its favour or in a proceeding by or in the right of a shareholder.
ITEM 7 EXEMPTION FROM REGISTRATION CLAIMED
The 1,000,000 shares registered under this Registration Statement were issued to
the Employees pursuant to the exemption from the registration requirements of
the 1933 Act provided by Regulation S promulgated under the 1934 Act.
ITEM 8 EXHIBITS
Number Description
- ------ -----------
4.1 Employment Agreement, dated November 1, 1999, between the Company and
Harvey Lalach
4.2 Employment Agreement, dated November 1, 1999, between the Company and
Jimmy Foussekis
5.1 Opinion of Clark Wilson, Barristers & Solicitors
23.1 Consents of Clark, Wilson (included in Exhibit 5.1)
ITEM 9 UNDERTAKINGS
(a) The Company hereby undertakes:
(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
the registration statement of any material change to such information in the
Registration Statement;
<PAGE>
(2) for the purpose of determining any liability under the 1933 Act, to
treat each such post-effective amendment as a new registration statement of the
securities offered, and the offering of the securities at that time to be the
initial bona fide offering; and
(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 Company hereby undertakes that, for the purposes of determining any
liability under the 1933 Act, each filing of the Company's annual report
pursuant to Section 13(a) or 15(d) of the 1934 Act that is incorporated by
reference in this 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 1933 Act
may be permitted to directors, officers, and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company is the successful
defence of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question of 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the 1933 Act, the Company certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-8 and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Vancouver,
Province of British Columbia, this 23 day of March, 2000.
GLOBALNETCARE, INC.
By:
/A/ Patrick Power
Patrick Power,
President and Director
Pursuant to the requirements of the 1933 Act, this Registration Statement has
been signed by the following persons in the capacities and on the dates
indicated.
SIGNATURES
Per: /s/ Patrick Power
Patrick Power
President/Secretary/Director
March 23, 2000
Per: /s/ Nick Pedafronimos
Nick Pedafronomis
Chief Financial Officer/Treasurer/Director
March 23, 2000
Per: /s/ George Tsoukas
George Tsoukas
Chief Executive Officer/Director
March 23, 2000
Per: /s/ David Mulder
David Mulder
Director
March 23, 2000
Authorized Representative in the United States:
Per:
Corporation Service Company
Registered Agent
March , 2000
EMPLOYMENT AGREEMENT
--------------------
THIS AGREEMENT effective as of November 1, 1999.
BETWEEN:
GLOBALNETCARE, INC., of Suite 950, 2000 McGill College, Montreal, Quebec, H3A
3H3
(the "Company")
OF THE FIRST PART
AND:
HARVEY LALACH of 265 Alice Carriere, Beasconsfield, Quebec, H9W 6E6
(the "Employee")
OF THE SECOND PART
RECITALS:
WHEREAS the Company has requested the assistance of the Employee as the "Chief
Operating Officer" and in providing certain services, as hereinafter described;
WHEREAS the Employee has agreed to provide such assistance and services to the
Company in accordance with the terms and conditions herein set forth;
NOW THEREFORE, in consideration of the foregoing recitals and the mutual
covenants set forth below, the parties hereto agree as follows:
1. DUTIES AND DEVOTION OF TIME
-------------------------------
1.1 Duties. During the terms of this Agreement the Employee shall be
------
responsible for the duties contained in Schedule "A" attached hereto and
incorporated herein by this reference (the "Duties").
1.2 Devotion of Time. The parties hereto acknowledge and agree that the
------------------
work of the Employee is and shall be of such a nature that regular hours are
insufficient and impractical and occasions may arise whereby the Employee shall
be required to work other than eight (8) hours per day and/or five (5) days per
week. It is also anticipated that the Employee may be required to work during
evenings, Saturdays, Sundays and Public Holidays. The Employee agrees that
<PAGE>
the consideration set forth herein shall be in full and complete satisfaction
for such work and services, regardless of when and where such work and services
are performed. The Employee further releases the Company from any claims for
overtime pay or other such compensation which may accrue to the Employee by
reason of any existing or future legislation or otherwise. Notwithstanding the
foregoing, the Company agrees that so long as the Employee properly discharges
his duties hereunder, the Employee may devote the remainder of his time and
attention to other non-competing business pursuits.
1.3 Business Opportunities the Property of the Company. The Employee agrees
--------------------------------------------------
to communicate immediately to the Company all business opportunities, inventions
and improvements in the nature of the business of the Company which, during the
term of this Agreement, the Employee may conceive, make or discover, become
aware of, directly or indirectly, or have presented to him in any manner which
relates in any way to the Company, either as it is now or as it may develop, and
such business opportunities, inventions or improvements shall become the
exclusive property of the Company without any obligation on the part of the
Company to make any payments therefor in addition to the salary and benefits
herein described to the Employee.
1.4 No Personal Use. The Employee shall not use any of the work the
-----------------
Employee shall perform for the Company for any personal purposes without first
obtaining the prior written consent of the Company.
2. SALARY, BONUSES AND BENEFITS
-------------------------------
2.1 Common Shares. The Employee shall be compensated by the issuance to the
-------------
Employee of Five Hundred Thousand (500,000) common shares (the "Shares") in the
capital stock of the Company, at a deemed price of $0.56. If eligible, the
Shares shall be registered by the Company on a Form S-8 and such shares will be
subject to the resale restrictions set forth in the rules and regulations
enacted under the Securities Act of 1933, as amended.
2.2 Salary. In consideration of the Employee providing the services
------
referred to herein, the Company agrees to pay the Employee a by-weekly salary of
two thousand Canadian dollars ($2,000 Cdn.), subject to increase as from time to
time approved by the Board of Directors of the Company.
3. REIMBURSEMENT OF EXPENSES
---------------------------
3.1 Reimbursement of Expenses. The Employee shall be responsible for paying
-------------------------
all expenses relating to his employment with the Company without reimbursement,
with the exception of those expenses which, prior to such expense having being
incurred, the President has agreed to reimburse to the Employee.
<PAGE>
4. CONFIDENTIAL INFORMATION
-------------------------
4.1 Confidential Information. The Employee shall not, either during the
-------------------------
term of this Agreement or for three (3) years thereafter, without specific
consent in writing, disclose or reveal in any manner whatsoever to any other
person, firm or corporation, nor will he use, directly or indirectly, for any
purpose other than the purposes of the Company, the private affairs of the
Company or any confidential information which he may acquire during the term of
this Agreement with relation to the business and affairs of the directors and
shareholders of the Company, unless the Employee is ordered to do so by a court
of competent jurisdiction or unless required by any statutory authority.
4.2 Non-Disclosure Provisions. Paragraph 4.1 herein shall be subject to the
-------------------------
further non-disclosure provisions contained in Schedule "B" attached hereto and
incorporated hereinafter by this reference.
4.3 Provisions Survive Termination. The provisions of this section shall
--------------------------------
survive the termination of this Agreement.
5. TERM
----
5.1 Term. This Agreement shall remain in effect until terminated in
----
accordance with any of the provisions contained in this Agreement.
6. TERMINATION
-----------
6.1 Termination by Employee. Notwithstanding any other provision contained
------------------------
herein, the parties hereto agree that the Employee may terminate this Agreement,
with or without cause, by giving thirty (30) days written notice of such
intention to terminate.
6.2 Resignation or Cessation of Duties. In the event that the Employee
--------------------------------------
ceases to perform all of the Duties, other than by reason of the Employee's
death or disability, or if the Employee resigns unilaterally and on his own
initiative from all of his positions, this Agreement shall be deemed to be
terminated by the Employee as of the date of such cessation of the Duties or
such resignation, and the Company shall have no further obligations hereunder.
6.3 Termination by Company . Notwithstanding any other provision contained
-----------------------
in this Agreement, the Company may terminate the employment of the Employee at
any time for just cause by giving written notice to the Employee of its
intention to terminate this Agreement on the date specified in such notice. The
Company may also terminate the employment of the Employee without cause at any
time upon thirty (30) days written notice.
7. RIGHTS AND OBLIGATIONS UPON TERMINATION
-------------------------------------------
7.1 Rights and Obligations. Upon termination of this Agreement, the
------------------------
Employee shall deliver up to the Company all documents, papers, plans, materials
and other property of or relating to the
<PAGE>
affairs of the Company, other than the Employee's personal papers in regard to
his role in the Company, which may then be in its or the Employee's possession
or under his control.
8. CLOSING
-------
8.1 Closing Date. This Agreement shall be effective as of November 1, 1999.
------------
8.2 Conditions of Closing. The parties hereto agree that it shall be a
-----------------------
condition of the execution of this Agreement that prior to or contemporaneously
with the execution of this Agreement:
(a) this Agreement shall be approved by the Board of Directors of the
Company;
(b) the Employee shall terminate any previously existing employment
contracts or terms; and
(c) this Agreement is subject to the approval of the Quebec Securities
Commission.
9. NOTICES AND REQUESTS
----------------------
9.1 Notices and Requests. All notices and requests in connection with this
---------------------
Agreement shall be deemed given as of the day they are received either by
messenger, delivery service, or mailed by registered or certified mail with
postage prepaid and return receipt requested and addressed as follows:
(a) if to the Company:
GlobalNetCare, Inc.
Suite 950
2000 McGill College
Montreal, Quebec
H3A 3H3
with a copy to:
CLARK, WILSON
Barristers & Solicitors
Suite 800
885 West Georgia Street
Vancouver, British Columbia
V6C 3H1
Attention: Mr. Bernard Pinsky
<PAGE>
(b) If to the Employee:
Mr. Harvey Lalach
265 Alice Carriere
Beaconsfield, Quebec
H9W 6E6
or to such other address as the party to receive notice or request so designates
by written notice to the other.
10. INDEPENDENT PARTIES
--------------------
10.1 Independent Parties. This Agreement is intended solely as an
--------------------
employment agreement and no partnership, agency, joint venture, distributorship
or other form of agreement is intended.
11. AGREEMENT VOLUNTARY AND EQUITABLE
------------------------------------
11.1 Agreement Voluntary. The parties acknowledge and declare that in
--------------------
executing this Agreement they are each relying wholly on their own judgment and
knowledge and have not been influenced to any extent whatsoever by any
representations or statements made by or on behalf of the other party regarding
any matters dealt with herein or incidental thereto.
11.2 Agreement Equitable. The parties further acknowledge and declare that
--------------------
they each have carefully considered and understand the provisions contained
herein, including, without limitation, the Employee's rights upon termination
and the restrictions on the Employee after termination and agree that the said
provisions are mutually fair and equitable, and that they executed this
Agreement voluntarily and of their own free will.
12. CONTRACT NON-ASSIGNABLE; INUREMENT
------------------------------------
12.1 Contract Non-Assignable. This Agreement and all other rights, benefits
-----------------------
and privileges contained herein may not be assigned by the Employee.
12.2 Inurement. The rights, benefits and privileges contained herein, shall
---------
inure to the benefit of and be binding upon the respective parties hereto, their
heirs, executors, administrators and successors.
13. ENTIRE AGREEMENT
-----------------
13.1 Entire Agreement. This Agreement represents the entire agreement
-----------------
between the parties and supersedes any and all prior agreements and
understandings, whether written or oral, between the parties. The Employee
acknowledges that it was not induced to enter into this Agreement by any
representation, warranty, promise or other statement, except as contained
herein.
<PAGE>
13.2 Previous Agreements Cancelled. Save and except for the express
-------------------------------
provisions of this Agreement, any and all previous agreements, written or oral,
between the parties hereto or on their behalf relating to the services of the
Employee for the Company are hereby terminated and cancelled and each of the
parties hereby releases and further discharges the other of and from all manner
of actions, causes of action, claims and demands whatsoever under or in respect
of any such Agreement.
14. WAIVER
------
14.1 Waiver. No consent or waiver, express or implied, by either party to
------
or of any breach or default by the other party in the performance by the other
of its obligations herein shall be deemed or construed to be a consent or waiver
to or of any breach or default of the same or any other obligation of such
party. Failure on the part of any party to complain of any act or failure to
act, or to declare either party in default irrespective of how long such failure
continues, shall not constitute a waiver by such party of its rights herein or
of the right to then or subsequently declare a default.
15. SEVERABILITY
------------
15.1 Severability. If any provision contained herein is determined to be
------------
void or unenforceable in whole or in part, it is to that extent deemed omitted.
The remaining provisions shall not be affected in any way.
16. AMENDMENT
---------
16.1 Amendment. This Agreement shall not be amended or otherwise modified
---------
except by a written notice of even date herewith or subsequent hereto signed by
both parties.
17. HEADINGS
--------
17.1 Headings. The headings of the sections and subsections herein are for
--------
convenience only and shall not control or affect the meaning or construction of
any provisions of this Agreement.
18. GOVERNING LAW
--------------
18.1 Governing Law. This Agreement shall be subject to the laws of the
--------------
State of Florida, the federal laws of the United States applicable herein and
the laws of the Province of Quebec.
19. EXECUTION
---------
19.1 Execution in Several Counterparts. This Agreement may be executed by
-----------------------------------
facsimile and in several counterparts, each of which shall be deemed to be an
original and all of which shall together constitute one and the same instrument.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
1st day of November, 1999.
GLOBALNETCARE, INC.
Per: /s/ Nick Pedafronimos
- ------------------------------
Authorized Signatory
SIGNED, SEALED and DELIVERED by )
HARVEY LALACH in the presence of: )
)
Jimmy D. Foussekis )
- ------------------------------------- )
Print Name )
A-1806-3600 Ave du Park )
- ------------------------------------- )
Address )
Montreal, Quebec )
- ------------------------------------- )
Businessman ) /s/ Harvey Lalach
- ------------------------------------- ) -------------------
Occupation ) HARVEY LALACH
<PAGE>
SCHEDULE "A"
EMPLOYEE'S DUTIES
-----------------
The Chief Financial Officer is a key member of the management team and is
responsible for the administration and management of the Company's financial
resources, financial planning, corporate finance, treasury, tax, budgeting,
accounting records and reports, administrative services and information
technology.
<PAGE>
SCHEDULE "B"
NON-DISCLOSURE PROVISIONS
-------------------------
1. CONFIDENTIAL INFORMATION AND MATERIALS
-----------------------------------------
(a) "Confidential Information" shall mean, for the purposes of this
Employment Agreement, non-public information which the Company designates as
being confidential or which, under the circumstances surrounding disclosure
ought reasonably to be treated as confidential. Confidential Information
includes, without limitation, information, whether written, oral or communicated
by any other means, relating to released or unreleased software or, hardware
products of the Company, the marketing or promotion of any product of the
Company, the Company's business policies or practices, and information received
from others which the Company is obliged to treat as confidential. Confidential
Information disclosed to the Employee and/or agents of the Company is covered by
this Agreement.
(b) Confidential Information shall not include that information defined
as Confidential Information hereinabove which the Employee can conclusively
establish:
(i) is or subsequently becomes publicly available without breach of any
obligation of confidentiality owed by the Company;
(ii) became known to the Employee prior to disclosure by the Company to the
Employee;
(iii) became known to the Employee from a source other than the Company
other than by the breach of any obligations of confidentiality owed to the
Company; or
(iv) is independently developed by the Employee.
(c) "Confidential Materials" shall include all tangible materials
containing Confidential Information, including, without limitation, written or
printed documents and computer disks or tapes, whether machine or user readable.
2. RESTRICTIONS
------------
(a) The Employee shall not disclose any Confidential Information
to third parties for a period of three (3) years following the termination of
this Agreement, except as provided herein. However, the Employee may disclose
Confidential Information during bona fide execution of the Duties or in
accordance with judicial or other governmental order, provided that the Employee
shall give reasonable notice to the Company prior to such disclosure and shall
comply with any applicable protective order or equivalent.
(b) The Employee shall take reasonable security precautions, at least
as great as the precautions it takes to protect his own confidential
information, to keep confidential the Confidential Information.
(c) Confidential Information and Confidential Materials may be
disclosed, reproduced, summarized or distributed only in pursuance of the
business relationship of the Employee with the Company, and only as provided
hereunder. The Employee agrees to segregate all such Confidential Materials
from the materials of others in order to prevent co-mingling.
3. RIGHTS AND REMEDIES
---------------------
(a) The Employee shall notify the Company immediately upon discovery of
any unauthorized use or disclosure of Confidential Information or Confidential
Materials, or any other breach of this Agreement by the Employee, and shall
co-operate with the Company in every reasonable manner to aid the Company to
regain possession of the Confidential Information or Confidential Materials and
prevent all such further unauthorized use.
(b) The Employee shall return all originals, copies, reproductions and
summaries of or relating to the Confidential Information and all Confidential
Materials at the request of the Company or, at the option of the Company,
certify destruction of the same.
(c) The parties hereto recognize that a breach by the Employee of any
of the provisions contained herein would result in damages to the Company and
that the Company could not be compensated adequately for such damages by
monetary award. Accordingly, the Employee agrees that in the event of any such
breach, in addition to all other remedies available to the Company at law or in
equity, the Company shall be entitled as a matter of right to apply to a court
of competent jurisdiction for such relief by way of restraining order,
injunction, decree or otherwise, as may be appropriate to ensure compliance with
the provisions of this Agreement.
4. MISCELLANEOUS
-------------
(a) All Confidential Information and Confidential Materials are and
shall remain the property of the Company. By disclosing information to the
Employee, the Company does not grant any express or implied right to the
Employee to or under any and all patents, copyrights, trademarks, or trade
secret information belonging to the Company.
(b) All obligations created herein shall survive change or termination
of any and all business relationships between the parties.
(c) The Company may from time to time request suggestions, feedback or
other information from the Employee on Confidential Information or on released
or unreleased software belonging to the Company. Any suggestions, feedback or
other disclosures made by the Employee are and shall be entirely voluntary on
the part of the Employee and shall not create any obligations on the part of the
Company or a confidential agreement between the Employee and the Company.
Instead, the Company shall be free to disclose and use any suggestions, feedback
or other information from the Employee as the Company sees fit, entirely without
obligation of any kind whatsoever to the Employee.
EMPLOYMENT AGREEMENT
--------------------
THIS AGREEMENT effective as of November 1, 1999.
BETWEEN:
GLOBALNETCARE, INC., of Suite 950, 2000 McGill College, Montreal, Quebec, H3A
3H3
(the "Company")
OF THE FIRST PART
AND:
JIMMY FOUSSEKIS, of Block A, Apt. 1414, La Cite, 3600 Park Avenue,
Montreal, Quebec H2X 3R2
(the "Employee")
OF THE SECOND PART
WITNESSES THAT WHEREAS:
A. The Employee has certain skills and expertise required by the
Company for its operations;
B. The Company wishes to obtain and the Employee wishes to provide
certain services to the Company on the terms and conditions contained herein;
THEREFORE in consideration of the premises and of the covenants and
agreements of the parties hereinafter set forth, the parties hereto covenant and
agree each with the other as follows:
1. EMPLOYMENT, TERM, POSITIONS AND DUTIES
1.1 Employment The Company hereby employs the Employee and the Employee
hereby accepts employment upon the terms and conditions herein set forth.
1.2 Term Employment of the Employee by the Company shall be effective
November 1, 1999 and shall continue until such time as this Agreement is
terminated as hereinafter set out in Section 1.3 or 4 herein.
<PAGE>
1.3 Resignation Nothing in this Agreement shall prohibit the Employee from
resigning from the Company at any time on one (1) month written notice to the
Company, which notice may be waived by the Company in its sole discretion and,
upon such resignation taking effect, the Employee's employment shall terminate
and neither party hereto shall have any rights or obligations hereunder, except
those specifically set out in Section 2.2 hereof.
1.4 Position The Employee shall serve as Communications Representative for
the Company.
1.5 Duties The Employee shall carry out such duties as would customarily be
carried out by a Communications Representative in the e-commerce and
telecommunications industry.
1.6 Reporting The Employee shall report to the President of the Company and
take direction from the President of the Company.
2. OBLIGATIONS
2.1 Full Time and Efforts During the term of his employment pursuant to
this Agreement, the Employee shall devote his full time and effort and attention
to his duties as set out in this Agreement and shall not be engaged, employed or
associated with any other business venture without the written consent of the
President of the Company.
2.2 Fiduciary Duty, Confidentiality and Non-Competition The Employee
recognizes and understands that in performing the duties and responsibilities of
his employment as provided in this Agreement, he will occupy a position of high
fiduciary trust and confidence, pursuant to which he will develop and acquire
wide experience and knowledge with respect to all aspects of the manner in which
the Company's business is conducted. It is the intent and Agreement of the
Employee and of the Company that such knowledge and experience shall be used
solely and exclusively in furtherance of the business interests of the Company
and not in any manner which would be detrimental to it. The Employee agrees
that following the termination of his employment for any reason whatsoever, he
shall not, without the consent of the Board of Directors of the Company by
resolution, engage in any solicitation of the clients, customers or any
individuals or firms with respect to which the Company has had dealings (and
whether or not any contractual arrangements have been concluded as between the
Company and any such individuals or firms) which might benefit any competitor of
the Company.
3. COMPENSATION
3.1 Common Shares The Employee shall be compensated by issuance to the
Employee of Five Hundred (500,000) common shares (the "Shares") in the capital
stock of the Company, at a deemed price of $0.56. If eligible, the Shares shall
be registered by the Company on a Form S-8 and such Shares will be subject to
the resale restrictions set forth in the rules and regulations enacted under the
Securities Act of 1933, as amended.
3.2 Salary. In consideration of the Employee providing the serviced
referred to herein, the Company agrees to pay the Employee a bi-weekly salary of
two thousand Canadian dollars ($2,000 Cdn.), subject to increase as from time to
time approved by the Board of Directors.
3.3. Expenses The Employee shall be responsible for paying all
expenses related to his employment with the Company without reimbursement, with
the exception of those expenses which, prior to such expenses having being
incurred, the President has agreed to reimburse to the Employee.
<PAGE>
3.4 No Other Compensation Except as set out in this Agreement, the
Employee shall not be entitled to any other compensation or benefits.
4. TERMINATION
4.1 Company's Right to Terminate Notwithstanding any other provision in
this Agreement, the Company may terminate the employment of the Employee at any
time for just cause or because of permanent disability by giving written notice
to the Employee of its intention to terminate this Agreement on the date
specified in such notice. The Company may also terminate the employment of the
Employee without cause at any time upon thirty (30) days written notice.
4.2 Definition Where used herein, "permanent disability" means any physical
or mental incapacity, disease or affliction, as determined by a legally
qualified medical practitioner selected by the Company and the Employee, acting
reasonably, which prevents the Employee to a substantial degree from performing
his obligations as Communications Representative.
5. MISCELLANEOUS
5.1 Modification and Waiver No provision of this Agreement shall be
modified or amended unless such modification or amendment is authorized by the
President and is agreed to in writing, signed by the Employee and by the
Company.
5.2 Law Governing This Agreement shall be subject to and governed by the
laws of the State of California.
5.3 Invalidity The invalidity, illegality or unenforceability of any
provision hereof, shall not in any way affect or impair the validity, legality
or enforceability of the remaining provisions hereof.
5.4 Headings The headings contained herein are for reference purposes only
and shall not in any way affect the construction or interpretation of this
Agreement.
<PAGE>
5.5 Execution in Counterparts and by Facsimile This Agreement may executed
in counterparts in as many copies as may be necessary. Delivery of an executed
copy of this Agreement by electronic facsimile transmission or other means of
electronic communication producing a printed copy will be deemed to be execution
and delivery of this Agreement on the date of such communication by the party so
delivering such copy.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
1st day of November, 1999.
GLOBALNETCARE, INC.
Per: /s/ Nick Pedafronimos
- ------------------------------
Authorized Signatory
SIGNED, SEALED and DELIVERED by )
JIMMY FOUSSEKIS in the presence of: )
)
Harvey Lalach )
- ------------------------------------- )
Print Name )
265 Alice Carriere )
- ------------------------------------- )
Address )
Beaconsfield, Quebec )
- ------------------------------------- )
Businessman ) /s/ Harvey Lalach
- ------------------------------------- ) -------------------
Occupation ) HARVEY LALACH
CLARK, WILSON
Barristers & Solicitors
HSBC Building, 800 - 885 West Georgia St., Vancouver BC V6C 3H1 Canada Tel.:
(604) 687-5700 Fax: (604) 687-6314
Associated with: Eiko Sogo Law Office, Attorneys & Counsellors at Law, Osaka,
Japan. Some lawyers at Clark, Wilson practice through law corporations.
March 16, 2000
Board of Directors
GlobalNetCare, Inc.
Suite 950 - 2000 McGill College
Montreal, Quebec H3A 3H3
Dear Sirs:
We act as counsel to GlobalNetCare, Inc. (the "Company"), a Florida
corporation, and have assisted in the preparation of the registration statement
(the "Registration Statement") of the Company under the Securities Act of 1933,
as amended (the "1933 Act") of 1,000,000 common shares (the "Shares") in the
capital of the Company granted or issuable pursuant to Employment Agreements
dated November 1, 1999 (the "Agreements"), between the Company and each of
Harvey Lalach and Jimmy Foussekis (the "Selling Stockholders").
For the purposes of rendering this opinion, we examined originals or
photostatic copies of such documents as we deemed to be relevant. In conducting
our examination, we assumed, without investigation, the genuineness of all
signatures, the correctness of all certificates, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies, and the accuracy and completeness
of all records made available to us by the Company. In addition, in rendering
this opinion, we assumed that the Shares will be offered in the manner and on
the terms identified or referred to in the Registration Statement, including all
amendments thereto.
Based upon and subject to the foregoing, after giving due regard to
such issues of law as we deemed relevant, and assuming that (i) the Registration
Statements becomes and remains effective, and the prospectus which is a part
thereof (the "Prospectus"), and the Prospectus delivery procedures with respect
thereto, fulfil all of the requirements of the 1933 Act, throughout all periods
relevant to the opinion, and (ii) all offers and sales of the Shares will be
made in compliance with the securities laws of the states and/or provinces
having jurisdiction thereof, we are of the opinion that the Shares held by the
Selling Stockholders are, and the Shares to be issued pursuant to the Agreements
upon receipt of adequate consideration will be, legally issued, fully paid and
non-assessable.
<PAGE>
This opinion is being furnished solely in connection with the filing
of the Registration Statement with the Securities and Exchange Commission, and
we hereby consent to the use of this opinion as an exhibit to the Registration
Statement. This consent is not to be construed as an admission that we are a
person whose consent is required to be filed with the Registration Statement
under the provisions of the Securities Act 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission. This opinion may not be
relied upon, used by or distributed to any person or entity for any other
purpose without our prior written consent.
Yours truly,
/s/ Clark, Wilson
CLARK, WILSON
(Included in Exhibit 5.1)
