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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of
the Securities Exchange Act of 1934
(Amendment No. 1)
Check the appropriate box:
[X] Preliminary Information Statement
[_] Confidential, for use of the Commission only (as permitted by Rule
14c-5(d)(2))
[_] Definitive Information Statement
Jaguar Investments, Inc.
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(Name of Registrant As Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:*
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
1) Amount previously paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing party:
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4) Date filed:
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*Set forth the amount on which the filing fee is calculated and state how it was
determined.
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JAGUAR INVESTMENTS, INC.
1037 East 3300 South, #203
Salt Lake City, Utah 84106
INFORMATION STATEMENT
Approximate Date of Mailing: February 1, 2001
This information statement is furnished by the Board of Directors (the
"Board") of Jaguar Investments, Inc. (the "Company") to inform the shareholders
of the Company of the approval of certain shareholders' actions. This
information statement will be mailed on or about February 1, 2001 to holders of
record of Common Stock, par value $0.001 (the "Common Stock"), of the Company as
of the record date. The record date for determining shareholders entitled to
receive this information statement has been established as of the close of
business on January 26, 2001. On that date, the Company had outstanding and
entitled to vote 11,310,000 shares of Common Stock. Specifically, this
information statement relates to the following matters:
1. Shareholders' approval of the 2001 Employee Stock Compensation
Plan.
2. Shareholders' approval of an amendment to the Company's
Articles of Incorporation increasing the number of shares of
Common Stock the Company is authorized to issue to 100,000,000.
3. Shareholders' approval of an amendment to the Company's
Articles of Incorporation authorizing the issuance of 1,000,000
shares of Preferred Stock.
In January 2001 one shareholder owning 10,000,000 shares of Common
Stock, or approximately 88% of the issued and outstanding Common Stock,
consented in writing to the matters described herein. As a result, it was
approved by the majority required by law and no further votes will be needed.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE REQUESTED NOT TO SEND US A PROXY
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INTERESTS OF CERTAIN PERSONS IN MATTERS ACTED UPON
The Company's current officers and directors will be eligible for
participation under the Company's 2001 Employee Stock Compensation Plan (as
discussed below). To date, no awards have been made to the current officers and
directors of the Company under such plan.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of the date hereof, based
on information obtained from the persons named below, with respect to the
beneficial ownership of the Common Stock by (i) each director and officer of the
Company and (ii) all directors and officers as a group. The number of shares of
Common Stock owned are those "beneficially owned" as determined under the rules
of the Securities and Exchange Commission, including any shares of Common Stock
as to which a person has sole or shared voting or investment power and any
shares of Common Stock which the person has the right to acquire within 60 days
through the exercise of any option, warrant or right. Other than as set forth in
the table, to the Company's knowledge, there are no beneficial owners of 5% or
more of the Common Stock. The address for each person is c/o Jaguar Investments,
Inc., 1037 East 3300 South, #203, Salt Lake City, Utah 84106.
Number of Percent
Name and Address of Beneficial Owner Shares Owned Owned
------------------------------------ ------------ -----
Ian Rice 10,000,000 88%
Dan Starczewski -0- --
Rodger D. Spainhower -0- --
All Executive Officers and Directors
as a Group (3 persons).......................... 10,000,000 88%
APPROVAL OF
2001 EMPLOYEE STOCK COMPENSATION PLAN
The Board has adopted the 2001 Employee Stock Compensation Plan (the
"Plan") which adoption has been ratified and approved by the necessary number of
shareholders' votes.
The Plan is intended to further the growth and advance the best
interests of the Company, by supporting and increasing the Company's ability to
attract, retain and compensate persons of experience and ability and whose
services are considered valuable, to encourage the sense of proprietorship in
such persons, and to stimulate the active interest of such persons in the
development and success of the Company. This Plan provides for stock
compensation through the award of the Company's Common Stock.
Summary
The following summary of the Plan is not intended to be complete and is
qualified in its entirety by reference to the Plan itself, a copy of which is
attached hereto as Exhibit A.
The Board of Directors may appoint a Compensation Committee of the
Board of Directors (the "Committee") to administer the Plan. In the absence of
such appointment, the Board of Directors will be responsible for the
administration of this Plan. The Committee will have sole power to award Common
Shares under the Plan. The determination of those eligible to receive an award
of Plan Shares shall rest in the sole discretion of the Committee, subject to
the provisions of the Plan. Awards of shares under the Plan may be made as
compensation for services rendered, directly or in lieu of other compensation
payable, as a bonus in recognition of past service or performance or may be sold
to an employee.
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Shares Subject to the Plan
The maximum number of shares which may be awarded under the Plan is
5,000,000. However, no award may be issued that would bring the total of all
outstanding awards under the Plan to more than 20% of the total number of shares
of Common Stock of the Company at the time outstanding.
Persons Eligible to Receive Awards
Awards may generally be granted to (i) executive officers, officers and
directors (including advisory and other special directors) of the Company; (ii)
full-time and part-time employees of the Company; (iii) natural persons engaged
by the Company as a consultant, advisor or agent; and (iv) a lawyer, law firm,
accountant or accounting firm, or other professional or professional firm
engaged by the Company.
Grants or Awards of Shares
Generally, the Committee has complete discretion to determine when and
to which employees shares are to be granted, and the number of shares to be
awarded to each employee. Grants to employees may be made for cash, property,
services rendered or other form of payment constituting lawful consideration
under applicable law. Shares awarded other than for services rendered may not be
sold at less than the fair value of the Common Stock on the date of grant.
Federal Income Tax Consequences
A summary of the federal income tax consequences of receiving shares
under the Plan is set forth below. The following discussion is based upon
present federal tax laws and does not purport to be a complete discussion of the
consequences of receiving shares under the Plan. Any specific questions which a
recipient may have concerning the tax consequences should therefore be referred
to his or her individual tax advisers.
A recipient will realize compensation income in an amount equal to the
fair market value of the shares received less any amount paid for such stock at
a time when the employee's rights with respect to such stock are no longer
subject to a substantial risk of forfeiture unless the employee otherwise elects
pursuant to a special election provided in Section 83(b) of the Internal Revenue
Code of 1986, as amended (the "Code"). Dividends paid to the employee during a
period of restriction will be taxable as compensation income unless the election
referred to in the preceding sentence has been made. The Company will be
entitled to a deduction under the Code and equal to the amount of compensation
income that is realized by the recipient provided applicable withholding
requirements are met.
Withholding of Taxes
The Company may require that the employee pay to the Company the entire
amount or a portion of any taxes which the Company is required to withhold by
reason of granting shares under the Plan, in such amount as the Company in its
discretion may determine. In lieu of part or all of any such payment, the
employee may elect to have the Company withhold from the shares issued under the
Plan a sufficient number of shares to satisfy such withholding obligations. If
the Company becomes required to pay withholding taxes to any federal, state or
other taxing authority as a result of the granting of shares under the Plan, and
the employee fails to provide the Company with the funds with which to pay that
withholding tax, the Company may withhold up to 50% of each payment of salary or
bonus to the employee (which will be in addition to any required or permitted
withholding), until the Company has been reimbursed for the entire withholding
tax it was required to pay in respect of the award of shares under the Plan.
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Plan Termination Date
The Plan will terminate on the tenth anniversary of its effective date,
unless terminated earlier by the Board of Directors or unless extended by the
Board of Directors, after which time no incentive award grants may be authorized
under the Plan.
Amendment of the Plan
The Committee has absolute discretion to amend the Plan. However, the
Committee has no authority to extend the term of the Plan, to increase the
number of shares subject to award under the Plan or to amend the definition of
"Employee" under the Plan.
APPROVAL OF AMENDMENT TO THE ARTICLES OF INCORPORATION
INCREASING THE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK
The Board of Directors of the Company and one shareholder holding the
necessary number of votes have approved an amendment of the Articles of
Incorporation of the Company to increase the total amount of the Company's
authorized common stock, par value $.001 U.S. per share (the "Common Stock"),
from 20,000,000 shares of Common Stock to 100,000,000 shares of Common Stock
(the "Capital Stock Increase"). Currently, the Company is authorized to issue
20,000,000 shares of Common Stock.
The Capital Stock Increase will be effected by filing a Certificate of
Amendment to the Articles of Incorporation (the "Certificate of Amendment") with
the Secretary of State of Nevada. A copy of the Certificate of Amendment is
attached as Exhibit B. Unless and until additional shares of Common Stock are
issued, the Capital Stock Increase will not affect any given shareholder's
proportionate equity interest in the Company. In addition, it will not affect
the relative rights, preferences, privileges or priorities of any shareholder.
Purpose And Effect Of Increase In Authorized Common Stock
The principal effect of the Capital Stock Increase will be to increase
the total amount of authorized Common Stock of the Company from 20,000,000
shares to 100,000,000 shares. The respective voting rights and other rights that
accompany the Common Stock will not be altered by the Capital Stock Increase.
The par value of the Common Stock will remain at $.001 per share. Consequently,
the Board of Directors effectively will have the authority to issue 80,000,000
more shares of Common Stock than it had the authority to issue prior to the
Capital Stock Increase. After giving effect to the Capital Stock Increase, the
number of outstanding shares of Common Stock (as of the Record Date) would
remain the same 11,310,000 shares of Common Stock, but the total number of
shares of Common Stock which would be available for issuance by the Company
would increase to 100,000,000 shares with the result that authorized but
unissued shares available to the Company would be approximately 88,690,000
shares.
All authorized but unissued shares of Common Stock will be available
for issuance from time to time for any proper purpose, including the financing
of future operations (including issuances in connection with stock-based
employee benefit plans, stock splits or dividends and issuances to raise capital
or effect acquisitions) and the merger with or the acquisition of a business.
There are currently no arrangements, agreements and understandings for the
issuance and the use of the additional shares of the authorized capital stock of
the Company. The Board of Directors does not presently intend to seek further
shareholder approval of any future issuances of shares unless such approval is
then required by law or the rules of any stock exchange or the Electronic
Bulletin Board trading system to which the Company may then be subject.
Shareholders do not have any preemptive or similar rights to subscribe for or
purchase any additional shares of Common Stock that may be issued in the future,
and therefore, future issuances of Common Stock may, depending on the
circumstances, have a dilutive effect on the earnings per share, voting power
and other interests of the existing shareholders.
The Company believes that the Capital Stock Increase will enable it to
engage in a merger with or the acquisition of a business and to develop and grow
its future operations. The Company also believes the Capital Stock Increase may
enhance the Company's flexibility in its future financing and capitalization
needs and is therefore critical to its ability to conduct future operations and
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attract new capital. The proposal could have an anti-takeover effect, although
that is not its intention. For example, if the Company were the subject of a
hostile takeover attempt, it could try to impede the takeover by issuing shares
of Common Stock, thereby diluting the voting power of the other outstanding
shares and increasing the potential cost of the takeover. The availability of
this defensive strategy to the Company could discourage unsolicited takeover
attempts, thereby limiting the opportunity for the Company's shareholders to
realize a higher price for their shares than is generally available in the
public markets. The Board of Directors is not aware of any attempt, or
contemplated attempt, to acquire control of the Company.
The Certificate of Amendment will be filed with the Secretary of State
of the State of Nevada approximately twenty (20) days after the mailing of this
Information Statement and the Capital Stock Increase would become effective
immediately upon such filing.
THERE CAN BE NO ASSURANCE THAT THE CAPITAL STOCK INCREASE WILL INCREASE
THE COMPANY'S ABILITY TO FINANCE FUTURE ACTIVITIES OR THAT IT WILL BE ABLE TO
COMPLETE A MERGER OR ACQUISITION OF A BUSINESS
APPROVAL OF AMENDMENT TO THE ARTICLES OF INCORPORATION
AUTHORIZING THE ISSUANCE OF PREFERRED STOCK
The Board of Directors of the Company and one shareholder holding the
necessary number of votes have approved an amendment of the Articles of
Incorporation of the Company to create a class of Preferred Stock, par value
$0.001 per share (the "Preferred Stock"). As set forth above, currently, the
Company is authorized to issue shares of Common Stock only.
The authority to issue the Preferred Stock will become effective upon
the filing of the Certificate of Amendment with the Secretary of State of
Nevada. A copy of the Certificate of Amendment is attached as Exhibit B. Unless
and until additional shares of Common Stock are issued, the Capital Stock
Increase will not affect any given shareholder's proportionate equity interest
in the Company. In addition, it will not affect the relative rights,
preferences, privileges or priorities of any shareholder.
Purpose And Effect Of Authorization to Issue Preferred Stock
The Preferred Stock will be "blank check" preferred stock. This means
that the designations, preferences, conversion rights, cumulative, relative,
participating, optional or other rights, including voting rights,
qualifications, limitations or restrictions thereof may be determined from time
to time by the Board of Directors of the Company. Upon filing of the Certificate
of Amendment, the Board of Directors will be entitled to authorize the
designation and issuance of up to 1,000,000 shares of Preferred Stock in one or
more series with such limitations and restrictions as may be determined in the
board's sole discretion, with no further authorization by shareholders required
for the creation and issuance thereof. The Company believes that having such
blank check Preferred Stock available for, among other things, possible
issuances in connection with such activities as public or private offerings of
shares for cash, dividends payable in stock of the Company, acquisitions of
other companies or businesses, and otherwise, is in the best interest of the
Company and its shareholders.
The issuance of Preferred Stock by the Board of Directors could result
in a class of securities outstanding that would have preferences with respect to
voting rights and dividends and in liquidation over the Common Stock and could
(upon conversion or otherwise) enjoy all of the rights appurtenant to the Common
Stock. The authority of the Board of Directors to issue the Preferred Stock
could potentially be used to discourage attempts by others to obtain control of
the Company through a merger, tender offer, proxy contest or otherwise by making
such attempts more difficult to achieve or more costly. There are no agreements
or understandings regarding the issuance of Preferred Stock and the Board of
Directors has no present intent to issue shares of Preferred Stock.
The Certificate of Amendment will be filed with the Secretary of State
of the State of Nevada approximately twenty (20) days after the mailing of this
Information Statement and the authority to issue Preferred Stock would become
effective immediately upon such filing.
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By order of the Board of Directors,
-----------------------------------
Rodger D. Spainhower
Secretary and Treasurer
February 1, 2001
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EXHIBIT A
JAGUAR INVESTMENTS, INC.
2001 EMPLOYEE STOCK COMPENSATION PLAN
Purpose of the Plan.
This 2001 Employee Stock Compensation Plan ("Plan") is intended to
further the growth and advance the best interests of JAGUAR INVESTMENTS, INC., a
Nevada corporation ("Company"), and Affiliated Corporations, by supporting and
increasing the Company's ability to attract, retain and compensate persons of
experience and ability and whose services are considered valuable, to encourage
the sense of proprietorship in such persons, and to stimulate the active
interest of such persons in the development and success of the Company and
Affiliate Corporations. This Plan provides for stock compensation through the
award of the Company's Common Stock.
Definitions.
Whenever used in this Plan, except where the context might clearly
indicate otherwise, the following terms shall have the meanings set forth in
this section:
"Act" means the U.S. Securities Act of 1933, as amended.
"Affiliated Corporation" means any Parent or Subsidiary of the
Company.
"Award" or "grant" means any grant or sale of Common Stock made under
this Plan.
"Board of Directors" means the Board of Directors of the Company. The
term "Committee" is defined below.
"Code" means the Internal Revenue Code of 1986, as amended.
"Common Stock" or "Common Shares" means the common stock, $.001 par
value per share, of the Company, or in the event that the
outstanding Common Shares are hereafter changed into or exchanged
for different shares or securities of the Company, such other
shares or securities.
"Date of Grant" means the day the Committee authorizes the grant of
Common Stock or such later date as may be specified by the
Committee as the date a particular award will become effective.
"Employee" means and includes the following persons: (i) executive
officers, officers and directors (including advisory and other
special directors) of the Company or an Affiliated Corporation;
(ii) full-time and part-time employees of the Company or an
Affiliated Corporation; (iii) natural persons engaged by the
Company or an Affiliated Corporation as a consultant, advisor or
agent; and (iv) a lawyer, law firm, accountant or accounting
firm, or other professional or professional firm engaged by the
Company or an Affiliated Corporation.
"Parent" means any corporation owning 50% or more of the total
combined voting stock of all classes of the Company or of another
corporation qualifying as a Parent within this definition.
"Participant" means an Employee to whom an Award of Plan Shares has
been made.
"Plan Shares" means shares of Common Stock from time to time subject
to this Plan.
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"Subsidiary" means a corporation more than 50% of whose total combined
capital stock of all classes is held by the Company or by another
corporation qualifying as a Subsidiary within this definition.
Effective Date of the Plan.
The effective date of this Plan is __________, 2001. No Plan Shares may
be issued after ____________, 2011.
Administration of the Plan.
The Compensation Committee of the Board of Directors ("Committee"), and
in default of the appointment or continued existence of such Committee the Board
of Directors, will be responsible for the administration of this Plan, and will
have sole power to award Common Shares under this Plan. Subject to the express
provisions of this Plan, the Committee shall have full authority and sole and
absolute discretion to interpret this Plan, to prescribe, amend and rescind
rules and regulations relating to it, and to make all other determinations which
it believes to be necessary or advisable in administering this Plan. The
determination of those eligible to receive an award of Plan Shares shall rest in
the sole discretion of the Committee, subject to the provisions of this Plan.
Awards of Plan Shares may be made as compensation for services rendered,
directly or in lieu of other compensation payable, as a bonus in recognition of
past service or performance or may be sold to an Employee as herein provided.
The Committee may correct any defect, supply any omission or reconcile any
inconsistency in this Plan in such manner and to such extent it shall deem
necessary to carry it into effect. Any decision made, or action taken, by the
Committee arising out of or in connection with the interpretation and
administration of this Plan shall be final and conclusive.
Stock Subject to the Plan.
The maximum number of Plan Shares which may be awarded under this Plan
is 5,000,000 shares. However, no award may be issued that would bring the total
of all outstanding Plan Shares under the Plan to more than 20% of the total
number of shares of Common Stock of the Company at the time outstanding.
Persons Eligible to Receive Awards.
Awards may be granted only to Employees (as herein defined).
Grants or Awards of Plan Shares.
Except as otherwise provided herein, the Committee shall have complete
discretion to determine when and to which Employees Plan Shares are to be
granted, and the number of Plan Shares to be awarded to each Employee. A grant
to an Employee may be made for cash, property, services rendered or other form
of payment constituting lawful consideration under applicable law; Plan Shares
awarded other than for services rendered shall be sold at not less than the fair
value thereof on the date of grant. No grant will be made if, in the judgment of
the Committee, such a grant would constitute a public distribution with the
meaning of the Act or the rules and regulations promulgated thereunder.
Delivery of Stock Certificates.
As promptly as practicable after authorizing an award of Plan Shares,
the Company shall deliver to the person who is the recipient of the award, a
certificate or certificates registered in that person's name, representing the
number of Plan Shares that were granted. Unless the Plan Shares have been
registered under the Act, each certificate evidencing Plan Shares shall bear a
legend to indicate that such shares represented by the certificate were issued
in a transaction which was not registered under the Act, and may only be sold or
transferred in a transaction that is registered under the Act or is exempt from
the registration requirements of the Act. In the absence of registration under
the Act, any person awarded Plan Shares may be required to execute and deliver
to the Company an investment letter, satisfactory in form and substance to the
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Company, prior to issuance and delivery of the shares. An award may be made
under this Plan wherein the Plan Shares may be issued only after registration
under the Act.
Assignability.
An award of Plan Shares may not be assigned. Plan Shares themselves may
be assigned only after such shares have been awarded, issued and delivered, and
only in accordance with law and any transfer restrictions imposed at the time of
award.
Employment Not Conferred.
Nothing in this Plan or in the award of Plan Shares shall confer upon
any Employee the right to continue in the employ of the Company or Affiliated
Corporation nor shall it interfere with or restrict in any way the lawful rights
of the Company or any Affiliated Corporation to discharge any Employee at any
time for any reason whatsoever, with or without cause.
Laws and Regulations.
The obligation of the Company to issue and deliver Plan Shares
following an award under this Plan shall be subject to the condition that the
Company be satisfied that the sale and delivery thereof will not violate the Act
or any other applicable laws, rules or regulations.
Withholding of Taxes.
If subject to withholding tax, the Company or any Affiliated
Corporation may require that the Employee concurrently pay to the Company the
entire amount or a portion of any taxes which the Company or Affiliated
Corporation is required to withhold by reason of granting Plan Shares, in such
amount as the Company or Affiliated Corporation in its discretion may determine.
In lieu of part or all of any such payment, the Employee may elect to have the
Company or Affiliated Corporation withhold from the Plan Shares issued hereunder
a sufficient number of shares to satisfy withholding obligations. If the Company
or Affiliated Corporation becomes required to pay withholding taxes to any
federal, state or other taxing authority as a result of the granting of Plan
Shares, and the Employee fails to provide the Company or Affiliated Corporation
with the funds with which to pay that withholding tax, the Company or Affiliated
Corporation may withhold up to 50% of each payment of salary or bonus to the
Employee (which will be in addition to any required or permitted withholding),
until the Company or Affiliated Corporation has been reimbursed for the entire
withholding tax it was required to pay in respect of the award of Plan Shares.
Reservation of Shares.
The stock subject to this Plan shall, at all times, consist of
authorized but unissued Common Shares, or previously issued shares of Common
Stock reacquired or held by the Company or an Affiliated Corporation equal to
the maximum number of shares the Company may be required to issue as stated in
"Stock Subject to the Plan," and such number of Common Shares hereby is reserved
for such purpose. The Committee may decrease the number of shares subject to
this Plan, but only the Board of Directors my increase such number, except as a
consequence of a stock split or other reorganization or recapitalization
affecting all Common Shares.
Amendment and Termination of the Plan.
The Committee may suspend or terminate this Plan at any time or from
time to time, but no such action shall adversely affect the rights of a person
granted an Award under this Plan prior to that date. Otherwise, this Plan shall
terminate on the earlier of the terminal date stated in "Effective Date of the
Plan" or the date when all Plan Shares have been issued. The Committee shall
have absolute discretion to amend this Plan, subject only to those limitations
expressly set forth herein; however, the Committee shall have no authority to
extend the term of this Plan, to increase the number of Plan Shares subject to
award under this Plan or to amend the definition of "Employee".
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Delivery of Plan.
A copy or synopsis (for which copy the prospectus will serve) or
description of this Plan shall be delivered to every person to whom an award of
Plan Shares is made. The Secretary of the Company may, but is not required to,
also deliver a copy of the resolution or resolutions of the Committee
authorizing the award.
Liability.
No member of the Board of Directors, the Committee or any other
committee of directors, or officers, employees or agents of the Company or any
Affiliated Corporation shall be personally liable for any action, omission or
determination made in good faith in connection with this Plan.
Miscellaneous Provisions.
The place of administration of this Plan shall be in the State of
Colorado (or subsequently, wherever the Company's principal executive offices
are located), and the validity, construction, interpretation and effect of this
Plan and of its rules, regulations and rights relating to it, shall be
determined solely in accordance with the laws of the State of Colorado. Without
amending this Plan, the Committee may issue Plan Shares to employees of the
Company who are foreign nationals or employed outside the United States, or
both, on such terms and conditions different from those specified in this Plan
but consistent with the purpose of this Plan, as it deems necessary and
desirable to create equitable opportunities given differences in tax laws in
other countries. All expenses of administering this Plan and issuing Plan Shares
shall be borne by the Company.
Reorganizations and Recapitalizations of the Company.
(a) The shares of Common Stock subject to this Plan are shares of
the Common Stock of the Company as currently constituted. If, and whenever, the
Company shall effect a subdivision or consolidation of shares or other capital
readjustment, the payment of a Common Stock dividend, a stock split, combination
of shares (reverse stock split) or recapitalization or other increase or
reduction of the number of shares of the Common Stock outstanding without
receiving compensation therefor in money, services or property, then the number
of shares of Common Stock subject to this Plan shall (i) in the event of an
increase in the number of outstanding shares, be proportionately increased; and
(ii) in the event of a reduction in the number of outstanding shares, be
proportionately reduced.
(b) Except as expressly provided above, the Company's issuance of
shares of Common Stock of any class, or securities convertible into shares of
Common Stock of any class, for cash or property, or for labor or services,
either upon direct sale or upon the exercise of rights or warrants to subscribe
therefor, or upon conversion of shares or obligations of the Company convertible
into or exchangeable for shares of Common Stock or other securities, shall not
affect, and no adjustment by reason thereof shall be made with respect to, the
number of shares of Common Stock subject to this Plan.
By signature below, the undersigned officers of the Company hereby
certify that the foregoing is a true and correct copy of the 2001 Employee Stock
Compensation Plan of the Company.
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DATED: _____________, 2001
JAGUAR INVESTMENTS, INC.
By
----------------------
Authorized Officer
(SEAL)
By
--------------------------------
Secretary or Assistant Secretary
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EXHIBIT B
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
JAGUAR INVESTMENTS, INC.
Jaguar Investments, Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Nevada (the
"Corporation"), does hereby certify:
FIRST: That the Board of Directors of the Corporation (the
"Board"), by unanimous written consent of its members, filed with the minutes of
the Board, adopted resolutions adopting the following amendment to the
Certificate of Incorporation of the Corporation (the "Certificate"):
RESOLVED, That the Board of Directors hereby approves and
recommends to the Shareholders the amendment to Article IV of the
Company's Articles of Incorporation, as amended, to effect an increase
in the number of authorized shares of capital stock to one hundred one
million (101,000,000), including one million (1,000,000) shares of
Preferred Stock, so that, as amended, said Article shall read in its
entirety as follows:
"IV. AUTHORIZATION OF CAPITAL STOCK: The total number of
shares of capital stock which the corporation shall have the
authority to issue is One Hundred One Million (101,000,000)
shares, of which One Hundred Million (100,000,000) are common
stock, par value US$0.001 per share (the "Common Stock"), and
One Million (1,000,000) shares are preferred stock, par value
US$0.01 per share (the "Preferred Stock"). Shares of Preferred
Stock may be issued from time to time in one or more series as
may from time to time be determined by the Board of Directors,
each of said series to be distinctly designated. All shares of
any one series of Preferred Stock shall be alike in every
particular, except that there may be different dates from
which dividends, if any, thereon shall be cumulative, if made
cumulative. The voting powers and the preferences and
relative, participating, optional and other special rights of
each such series, and the qualifications, limitations or
restrictions thereof, if any, may differ from those of any and
all other series at any time outstanding; and the Board of
Directors of the Corporation is hereby expressly granted
authority to fix by resolution or resolutions adopted prior to
the issuance of any shares of a particular series of Preferred
Stock, the voting powers and the designation, preferences and
relative, optional and other special rights, and the
qualifications, limitations and restrictions of such series,
including, but without limiting the generality of the
foregoing, the following:
(A) The distinctive designation of, and the number of
shares of Preferred Stock which shall constitute such series,
which number may be increased (except where otherwise provided
by the Board of Directors) or decreased (but not below the
number of shares thereof then outstanding) from time to time
by like action of the Board Directors;
(B) The rate and times at which, and the terms and
conditions on which, dividends, if any, on Preferred Stock of
such series shall be paid, the extent of the preference or
relation, if any, of such dividends to the dividends payable
on any other class or classes, or series of the same or other
classes of stock and whether such dividends shall be
cumulative or non-cumulative;
(C) The right, if any, of the holders of Preferred
Stock of such series to convert the same into or exchange the
same for, shares of any other class or classes or of any
<PAGE>
series of the same or any other class or classes of stock of
the Corporation and the terms and conditions of such
conversion or exchange;
(D) Whether or not Preferred Stock of such series
shall be subject to redemption, and the redemption price or
prices and the time or times at which, and the terms and
conditions on which, Preferred Stock of such series may be
redeemed;
(E) The rights, if any, of the holders of Preferred
Stock of such series upon the voluntary or involuntary
liquidation, merger, consolidation, distribution or sale of
assets, dissolution or winding-up, of the Corporation;
(F) The terms of the sinking fund or redemption or
purchase account, if any, to be provided for the Preferred
Stock of such series; and
(G) The voting powers, if any, of the holders of such
series of Preferred Stock which may without limiting the
generality of the foregoing, include the right, voting as a
series or by itself or together with other series of Preferred
Stock or all series of Preferred Stock as a class, to elect
one or more directors of the Corporation if there shall have
been a default in the payment of dividends on any one or more
series of Preferred Stock or under such other circumstances
and on such conditions as the Board of Directors may
determine."
SECOND: That in lieu of a meeting and vote of stockholders,
the stockholders holding a majority of the outstanding shares of stock entitled
to vote on the amendments have given written consent to said amendments in
accordance with the provisions of Section 78.320 of the General Corporation Law
of the State of Nevada.
THIRD: That the aforesaid amendments were duly adopted in
accordance with the applicable provisions of Section 78.390 of the General
Corporation Law of the State of Nevada.
IN WITNESS WHEREOF, the Corporation has caused this
certificate to be signed by Ian Rice, its President and Chief Executive Officer
this ___ day of February 2001.
JAGUAR INVESTMENTS, INC.
By:
---------------------------------------
Rodger D. Spainhower
Secretary and Treasurer
