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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM S-8
Registration Statement
Under
The Securities Act of 1933, as amended.
VERIDA INTERNET CORP.
(Exact name of registrant as specified in charter.)
NEVADA 98-0164651
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
50 California Street
Suite 1500
San Francisco, California 94111
(415) 439-5395
(Address and telephone of executive offices, including zip code.)
1999 Nonqualifying Stock Option Plan
(File title of plan)
Michael C. Hinshaw, President
VERIDA INTERNET CORP.
50 California Street
Suite 1500
San Francisco, California 94111
(415) 439-5393
(Name, address and telephone of agent for service)
Copies of all communications, including all communications sent to
the agent for service, should be sent to:
Conrad C. Lysiak, Esq.
601 West First Avenue
Suite 503
Spokane, Washington 99201
(509) 624-1475
In addition, pursuant to rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate amount
of interests to be offered or sold pursuant to the employee benefit
plan described herein.
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CALCULATION OF REGISTRATION FEE
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Title of Each
Aggregate
Class of Proposed Maximum Proposed Maximum Amount of
Securities to Amount to be Offering Price Aggregate Offering Registration
be Registered Registered Per Unit/Share Price [1] Fee [1]
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Common Shares,
$0.00001 par value,
issuable upon
exercise of
stock options
by Grantees 3,000,000 $10.58 $31,875,000 $ 8,415.00
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Totals 3,000,000 $10.58 $31,875,000 $ 8,415.00
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[1] Based upon the mean between the closing bid and ask prices for
common shares on January 20, 2000, in accordance with Rule
457(c).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference into this
Registration Statement and made a part hereof:
Form 10-SB, SEC File No. 0-25757, and all amendments thereto.
Form 10-QSB for the period ending March 31, 1999.
Form 10-QSB for the period ending June 30, 1999.
Form 10-QSB for the period ending September 30, 1999.
Form 8-K dated November 9, 1999.
Form 8-K dated November 22, 1999.
ITEM 4. DESCRIPTION OF SECURITIES.
We are authorized to issue 100,000,000 shares of $0.00001 par
value common stock. 9,367,237 shares of common stock are outstanding.
You have traditional rights as to voting, dividends and
liquidation. All of our shares of common stock are entitled to one
vote on all matters. There are no pre-emptive rights and cumulative
voting is not allowed. Our common stock is not subject to redemption
and carries no subscription or conversion rights. In the event of our
liquidation you are entitled to share equally in corporate assets after
satisfaction of all liabilities. Copies of the Articles of
Incorporation and Bylaws are filed herewith. All of our shares
outstanding are fully paid and non-assessable.
Dividends
We have not paid any dividends and will probably not pay any
dividends in the future.
Transfer Agent
Our transfer agent and warrant agent is American Securities
Transfer & Trust, Inc., 938 Quail Street, Suite 101, Lakewood, Colorado
80215 and its telephone number is (303) 234-5340.
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ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Nevada Revised Statutes and certain provisions of the Company's
Bylaws under certain circumstances provide for indemnification of the
Company's Officers, Directors and controlling persons against
liabilities which they may incur in such capacities. A summary of the
circumstances in which such indemnification is provided for is
contained herein, but this description is qualified in its entirety by
reference to the Company's Bylaws and to the statutory provisions.
In general, any Officer, Director, employee or agent may be
indemnified against expenses, fines, settlements or judgments arising
in connection with a legal proceeding to which such person is a party,
if that person's actions were in good faith, were believed to be in the
Company's best interest, and were not unlawful. Unless such person is
successful upon the merits in such an action, indemnification may be
awarded only after a determination by independent decision of the Board
of Directors, by legal counsel, or by a vote of the shareholders, that
the applicable standard of conduct was met by the person to be
indemnified.
The circumstances under which indemnification is granted in
connection with an action brought on behalf of the Company is generally
the same as those set forth above; however, with respect to such
actions, indemnification is granted only with respect to expenses
actually incurred in connection with the defense or settlement of the
action. In such actions, the person to be indemnified must have acted
in good faith and in a manner believed to have been in the Company's
best interest, and have not been adjudged liable for negligence or
misconduct.
Indemnification may also be granted pursuant to the terms of
agreements which may be entered in the future or pursuant to a vote of
shareholders or Directors. The statutory provision cited above also
grants the power to the Company to purchase and maintain insurance
which protects its Officers and Directors against any liabilities
incurred in connection with their service in such a position, and such
a policy has been obtained by the Company.
ITEM 7. EXEMPTION FROM REGISTRATION.
None; not applicable.
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ITEM 8. EXHIBITS.
Number Document Description
The following documents are incorporated herein by reference from
the Registrant's Form 10, SEC File No. 0-25757, and all amendment
thereto and filed with the Securities and Exchange Commission:
3.1 Initial Articles of Incorporation, as filed November 1,
1996.
3.2 Bylaws
3.3 Articles of Amendment to the Articles of Incorporation,
as filed on November 8, 1996
3.4 Articles of Amendment to the Articles of Incorporation,
as filed on March 11, 1999
99.1 Cohn Employment Agreement
99.2 Zimmerman Employment Agreement
99.3 Triad, Inc. Agreement
99.4 Software Purchase Agreement
The following documents are incorporated herein by reference from
the Registrant's Form 10-QSB for the period ending June 30, 1999:
99.5 1999 Share Option Plan
The following documents are incorporated herein by reference from
the Registrant's Form 10-QSB for the period ending September 30, 1999:
99.6 Employment Agreement for Vice President - Engineering
99.7 Promissory Note
The following documents are incorporated herein by reference from
the Registrant's Form 8-K dated November 9, 1999:
2.1 Merger Agreement dated as of October 21, 1999, by and
among Verida Internet Corp., Verida Acquisition Corp.,
Triad Creative, Inc. and Michael Hinshaw
The following documents are incorporated herein by reference from
the Registrant's Form 8-K dated November 22, 1999:
10.1 Shareholders Agreement by and among Verida Internet
Corp., AG-Direct.com Inc., Terry Booth and Greg Lore.
The following documents are incorporated herein:
5.1 Opinion of Conrad C. Lysiak, regarding the legality of the
securities registered under this Registration Statement.
10.2 Nonqualifying Stock Option Plan.
23.1 Consent of Telford Sadovnick, P.L.L.C., CPA.
23.2 Consent of Conrad C. Lysiak, Attorney at Law
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ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
1. to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to
include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
2. that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof; 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.
The undersigned registrant hereby undertakes that, for the
purposes of determining any liability under the Securities Act of 1933,
each filing of the Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the Registration Statement 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended the Registrant certifies that it has reasonable grounds to
believe that it meets all the requirements for filing on Form S-8 and
has duly caused this Registration Statement thereto to be signed on its
behalf by the undersigned, thereunto duly authorized on the 19th day of
January, 2000.
VERIDA INTERNET CORP.
BY: /s/ Michael C. Hinshaw
Michael C. Hinshaw, President
KNOW ALL MEN BY THESE PRESENT, that each person whose signature
appears below constitutes and appoints Michael C. Hinshaw, as true and
lawful attorney-in-fact and agent, with full power of substitution, for
his and in his name, place and stead, in any and all capacities, to
sign any and all amendments to this Registration Statement, and to file
the same, therewith, with the Securities and Exchange Commission, and
to make any and all state securities laws or blue sky filings, granting
unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing requisite or necessary to be
done in about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying the confirming all that
said attorney-in-fact and agent, or any substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement thereto has been signed by the
following persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Michael C. Hinshaw President, Chief Executive 01/19/00
Michael C. Hinshaw Officer and a member of the
Board of Directors
/s/ Peter Rantucci
Peter Rantucci Member of the Board of 01/19/00
of Directors
/s/ Bernhard Zinkhofer Member of the Board of 01/19/00
Bernhard Zinkhofer of Directors
/s/ Mark Katsumata Secretary/Treasurer 01/19/00
Mark Katsumata and Chief Financial
Officer
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EXHIBIT 5.1
CONRAD C. LYSIAK
Attorney and Counselor at Law
601 West First Avenue
Suite 503
Spokane, Washington 99204
(509) 624-1478
FAX (509) 747-1770
January 21, 2000
Verida Internet Corp.
50 California Street
Suite 1500
San Francisco, California 94111
RE: Registration Statement on Form S-8
(S.E.C. File No. 333- _________)
covering the Public Offering of Common
Shares
Gentlemen:
I have acted as counsel for Verida Internet Corp. (the
"Company"), in connection with registration by the Company of an
aggregate of 3,000,000 Common Shares, par value $0.00001 per
share, underlying Options to be issued to employees, directors
and/or officers of the Company (the "Options"), all as more fully
set forth in the Registration Statement on Form S-8 to be filed
by the Company.
In such capacity, I have examined, among other
documents, the Articles of Incorporation, as amended, Bylaws and
minutes of meetings of its Board of Directors and shareholders,
and the Non-Qualifying Stock Option Plan of the Company.
Based upon the foregoing, and subject to such further
examinations as I have deemed relevant and necessary, I am of the
opinion that:
1. The Company is a corporation duly organized and
validly existing under the laws of the State of Nevada.
<PAGE> 9 Verida Internet Corp.
RE: Registration Statement on Form
S-8 (S.E.C. File No. 333-
_________) covering the Public
Offering of Common Shares
January 21, 2000
Page 2
2. The Options and underlying Common Shares will be
legally and validly authorized under the Articles of
Incorporation, as amended, of the Company, and when issued and
paid for upon exercise of the Options, the Common Shares
underlying the Options will constitute duly and validly issued
and outstanding, fully paid and nonassessable, Common Shares of
the Company.
Yours truly,
/s/ Conrad C. Lysiak
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EXHIBIT 10.2
VERIDA INTERNET CORP.
1999 NONQUALIFYING STOCK OPTION PLAN
ARTICLE I
Purpose of Plan
This 1999 NONQUALIFYING STOCK OPTION PLAN (the "Plan") of
VERIDA INTERNET CORP. (the "Company") for persons employed or
associated with the Company, including without limitation any
employee, director, general partner, officer, attorney,
accountant, consultant or advisor, is intended to advance the
best interests of the Company by providing additional incentive
to those persons who have a substantial responsibility for its
management, affairs, and growth by increasing their proprietary
interest in the success of the Company, thereby encouraging them
to maintain their relationships with the Company. Further, the
availability and offering of Stock Options under the Plan
supports and increases the Company's ability to attract, engage
and retain individuals of exceptional talent upon whom, in large
measure, the sustained progress, growth and profitability of the
Company for the shareholders depends.
ARTICLE II
Definitions
For Plan purposes, except where the context might clearly
indicate otherwise, the following terms shall have the meanings
set forth below:
"Board" shall mean the Board of Directors of the Company.
"Code" shall mean the Internal Revenue Code of 1986, as
amended, and the rules and regulations promulgated thereunder.
"Committee" shall mean the Compensation Committee, or such
other committee appointed by the Board, which shall be designated
by the Board to administer the Plan. The Committee shall be
composed of two or more persons as from time to time are
appointed to serve by the Board and may be members of the Board.
"Common Shares" shall mean the Company's Common Shares
$0.00001 par value per share, 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.
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"Company" shall mean VERIDA INTERNET CORP., a Nevada
corporation, and any parent or subsidiary corporation of VERIDA
INTERNET CORP., as such terms are defined in Section 425(e) and
425(f), respectively of the Code.
"Optionee" shall mean any person employed or associated with
the affairs of the Company who has been granted one or more Stock
Options under the Plan.
"Stock Option" or "NQSO" shall mean a stock option granted
pursuant to the terms of the Plan.
"Stock Option Agreement" shall mean the agreement between
the Company and the Optionee under which the Optionee may
purchase Common Shares hereunder.
ARTICLE III
Administration of the Plan
1. The Committee shall administer the plan and
accordingly, it shall have full power to grant Stock Options,
construe and interpret the Plan, establish rules and regulations
and perform all other acts, including the delegation of
administrative responsibilities, which it believes reasonable and
proper.
2. The determination of those eligible to receive Stock
Options, and the amount, price, type and timing of each Stock
Option and the terms and conditions of the respective stock
option agreements shall rest in the sole discretion of the
Committee, subject to the provisions of the Plan.
3. The Committee may cancel any Stock Options awarded
under the Plan if an Optionee conducts himself in a manner which
the Committee determines to be inimical to the best interest of
the Company and its shareholders as set forth more fully in
paragraph 8 of Article X of the Plan.
4. The Board, or the Committee, may correct any defect,
supply any omission or reconcile any inconsistency in the Plan or
in any granted Stock Option, in the manner and to the extent it
shall deem necessary to carry it into effect.
5. Any decision made, or action taken, by the Committee or
the Board arising out of or in connection with the interpretation
and administration of the Plan shall be final and conclusive.
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6. Meetings of the Committee shall be held at such times
and places as shall be determined by the Committee. A majority
of the members of the Committee shall constitute a quorum for the
transaction of business, and the vote of a majority of those
members present at any meeting shall decide any question brought
before that meeting. In addition, the Committee may take any
action otherwise proper under the Plan by the affirmative vote,
taken without a meeting, of a majority of its members.
7. No member of the Committee shall be liable for any act
or omission of any other member of the Committee or for any act
or omission on his/her own part, including, but not limited to,
the exercise of any power or discretion given to him/her under
the Plan except those resulting from his/her own gross negligence
or willful misconduct.
8. The Company, through its management, shall supply full
and timely information to the Committee on all matters relating
to the eligibility of Optionees, their duties and performance,
and current information on any Optionee's death, retirement,
disability or other termination of association with the Company,
and such other pertinent information as the Committee may
require. The Company shall furnish the Committee with such
clerical and other assistance as is necessary in the performance
of its duties hereunder.
ARTICLE IV
Shares Subject to the Plan
1. The total number of shares of the Company available for
grants of Stock Options under the Plan shall be 3,000,000 Common
Shares, subject to adjustment as herein provided, which shares
may be either authorized but unissued or reacquired Common Shares
of the Company.
2. If a Stock Option or portion thereof shall expire or
terminate for any reason without having been exercised in full,
the unpurchased shares covered by such NQSO shall be available
for future grants of Stock Options.
ARTICLE V
Stock Option Terms and Conditions
1. Consistent with the Plan's purpose, Stock Options may
be granted to any person who is performing or who has been
engaged to perform services of special importance to management
in the operation, development and growth of the Company.
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2. Determination of the option price per share for any
stock option issued hereunder shall rest in the sole and
unfettered discretion of the Committee.
3. All Stock Options granted under the Plan shall be
evidenced by agreements which shall be subject to applicable
provisions of the Plan, and such other provisions as the
Committee may adopt, including the provisions set forth in
paragraphs 2 through 11 of this Article V.
4. All Stock Options granted hereunder must be granted
within ten years from the date this Plan is adopted.
5. No Stock Option granted hereunder shall be exercisable
after the expiration of ten years from the date such NQSO is
granted. The Committee, in its discretion, may provide that an
option shall be exercisable during such ten year period or during
any lesser period of time. The Committee may establish
installment exercise terms for a Stock Option such that the NQSO
becomes fully exercisable in a series of cumulating portions. If
an Optionee shall not, in any given installment period, purchase
all the Common Shares which such Optionee is entitled to purchase
within such installment period, such Optionee's right to purchase
any Common Shares not purchased in such installment period shall
continue until the expiration or sooner termination of such NQSO.
The Committee may also accelerate the exercise of any NQSO.
6. A Stock Option, or portion thereof, shall be exercised
by delivery of (i) a written notice of exercise to the Company
specifying the number of Common Shares to be purchased, and (ii)
payment of the full price of such Common Shares, as fully set
forth in paragraph 7 of this Article V. No NQSO or installment
thereof shall be reusable except with respect to whole shares,
and fractional share interests shall be disregarded. Not less
than 100 Common Shares may be purchased at one time unless the
number purchased is the total number at the time available for
purchase under the NQSO. Until the Common Shares represented by
an exercised NQSO are issued to an Optionee, he/she shall have
none of the rights of a shareholder.
7. The exercise price of a Stock Option, or portion
thereof, may be paid:
A. In United States dollars, in cash or by cashier's
check, certified check, bank draft or money order, payable
to the order of the Company in an amount equal to the option
price; or,
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B. At the discretion of the Committee, through the
delivery of fully paid and nonassessable Common Shares, with
an aggregate fair market value (determined as the average of
the highest and lowest reported sales prices on the Common
Shares as of the date of exercise of the NQSO, as reported
by such responsible reporting service as the Committee may
select, or if there were not transactions in the Common
Shares on such day, then the last preceding day on which
transactions took place), as of the date of the NQSO
exercise equal to the option price, provided such tendered
shares, or any derivative security resulting in the issuance
of Common Shares, have been owned by the Optionee for at
least thirty (30) days prior to such exercise; or,
C. By a combination of both A and B above.
The Committee shall determine acceptable methods for
tendering Common Shares as payment upon exercise of a Stock
Option and may impose such limitations and prohibitions on the
use of Common Shares to exercise an NQSO as it deems appropriate.
8. With the Optionee's consent, the Committee may cancel
any Stock Option issued under this Plan and issue a new NQSO to
such Optionee.
9. Except by will, the laws of descent and distribution,
or with the written consent of the Committee, no right or
interest in any Stock Option granted under the Plan shall be
assignable or transferable, and no right or interest of any
Optionee shall be liable for, or subject to, any lien, obligation
or liability of the Optionee. Upon petition to, and thereafter
with the written consent of the Committee, an Optionee may assign
or transfer all or a portion of the Optionee's rights and
interest in any stock option granted hereunder. Stock Options
shall be exercisable during the Optionee's lifetime only by the
Optionee or assignees, or the duly appointed legal representative
of an incompetent Optionee, including following an assignment
consented to by the Committee herein.
10. No NQSO shall be exercisable while there is outstanding
any other NQSO which was granted to the Optionee before the grant
of such option under the Plan or any other plan which gives the
right to the Optionee to purchase stock in the Company or in a
corporation which is a parent corporation (as defined in Section
425(e) of the Code) of the Company, or any predecessor
corporation of any of such corporations at the time of the grant.
An NQSO shall be treated as outstanding until it is either
exercised in full or expires by reason of lapse of time.
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11. Any Optionee who disposes of Common Shares acquired on
the exercise of a NQSO by sale or exchange either (i) within two
years after the date of the grant of the NQSO under which the
stock was acquired, or (ii) within one year after the acquisition
of such Shares, shall notify the Company of such disposition and
of the amount realized upon such disposition. The transfer of
Common Shares may also be restricted by applicable provisions of
the Securities Act of 1933, as amended.
ARTICLE VI
Adjustments or Changes in Capitalization
1. In the event that the outstanding Common Shares of the
Company are hereafter changed into or exchanged for a different
number of kinds of shares or other securities of the Company by
reason of merger, consolidation, other reorganization,
recapitalization, reclassification, combination of shares, stock
split-up or stock dividend:
A. Prompt, proportionate, equitable, lawful and
adequate adjustment shall be made of the aggregate number
and kind of shares subject to Stock Options which may be
granted under the Plan, such that the Optionee shall have
the right to purchase such Common Shares as may be issued in
exchange for the Common Shares purchasable on exercise of
the NQSO had such merger, consolidation, other
reorganization, recapitalization, reclassification,
combination of shares, stock split-up or stock dividend not
taken place;
B. Rights under unexercised Stock Options or portions
thereof granted prior to any such change, both as to the
number or kind of shares and the exercise price per share,
shall be adjusted appropriately, provided that such
adjustments shall be made without change in the total
exercise price applicable to the unexercised portion of such
NQSO's but by an adjustment in the price for each share
covered by such NQSO's; or,
C. Upon any dissolution or liquidation of the Company
or any merger or combination in which the Company is not a
surviving corporation, each outstanding Stock Option granted
hereunder shall terminate, but the Optionee shall have the
right, immediately prior to such dissolution, liquidation,
merger or combination, to exercise his/her NQSO in whole or
in part, to the extent that it shall not have been
exercised, without regard to any installment exercise
provisions in such NQSO.
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2. The foregoing adjustment and the manner of application
of the foregoing provisions shall be determined solely by the
Committee, whose determination as to what adjustments shall be
made and the extent thereof, shall be final, binding and
conclusive. No fractional Shares shall be issued under the Plan
on account of any such adjustments.
ARTICLE VII
Merger, Consolidation or Tender Offer
1. If the Company shall be a party to a binding agreement
to any merger, consolidation or reorganization or sale of
substantially all the assets of the Company, each outstanding
Stock Option shall pertain and apply to the securities and/or
property which a shareholder of the number of Common Shares of
the Company subject to the NQSO would be entitled to receive
pursuant to such merger, consolidation or reorganization or sale
of assets.
2. In the event that:
A. Any person other than the Company shall acquire
more than 20% of the Common Shares of the Company through a
tender offer, exchange offer or otherwise;
B. A change in the "control" of the Company occurs,
as such term is defined in Rule 405 under the Securities Act
of 1933;
C. There shall be a sale of all or substantially all
of the assets of the Company;
any then outstanding Stock Option held by an Optionee, who is
deemed by the Committee to be a statutory officer ("insider") for
purposes of Section 16 of the Securities Exchange Act of 1934
shall be entitled to receive, subject to any action by the
Committee revoking such an entitlement as provided for below, in
lieu of exercise of such Stock Option, to the extent that it is
then exercisable, a cash payment in an amount equal to the
difference between the aggregate exercise price of such NQSO, or
portion thereof, and, (i) in the event of an offer or similar
event, the final offer price per share paid for Common Shares, or
such lower price as the Committee may determine to conform an
option to preserve its Stock Option status, times the number of
Common Shares covered by the NQSO or portion thereof, or (ii) in
the case of an event covered by B or C above, the aggregate fair
market value of the Common Shares covered by the Stock Option, as
determined by the Committee at such time.
<PAGE> 17
3. Any payment which the Company is required to make
pursuant to paragraph 2 of this Article VII, shall be made within
fifteen (15) business days, following the event which results in
the Optionee's right to such payment. In the event of a tender
offer in which fewer than all the shares which are validily
tendered in compliance with such offer are purchased or
exchanged, then only that portion of the shares covered by an
NQSO as results from multiplying such shares by a fraction, the
numerator of which is the number of Common Shares acquired
purchase to the offer and the denominator of which is the number
of Common Shares tendered in compliance with such offer, shall be
used to determine the payment thereupon. To the extent that all
or any portion of a Stock Option shall be affected by this
provision, all or such portion of the NQSO shall be terminated.
4. Notwithstanding paragraphs 1 and 3 of this Article VII,
the Company may, by unanimous vote and resolution, unilaterally
revoke the benefits of the above provisions; provided, however,
that such vote is taken no later than ten business days following
public announcement of the intent of an offer of the change of
control, whichever occurs earlier.
ARTICLE VIII
Amendment and Termination of Plan
1. The Board may at any time, and from time to time,
suspend or terminate the Plan in whole or in part or amend it
from time to time in such respects as the Board may deem
appropriate and in the best interest of the Company.
2. No amendment, suspension or termination of this Plan
shall, without the Optionee's consent, alter or impair any of the
rights or obligations under any Stock Option theretofore granted
to him/her under the Plan.
3. The Board may amend the Plan, subject to the
limitations cited above, in such manner as it deems necessary to
permit the granting of Stock Options meeting the requirements of
future amendments or issued regulations, if any, to the Code.
4. No NQSO may be granted during any suspension of the
Plan or after termination of the Plan.
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ARTICLE IX
Government and Other Regulations
The obligation of the Company to issue, transfer and deliver
Common Shares for Stock Options exercised under the Plan shall be
subject to all applicable laws, regulations, rules, orders and
approval which shall then be in effect and required by the
relevant stock exchanges on which the Common Shares are traded
and by government entities as set forth below or as the Committee
in its sole discretion shall deem necessary or advisable.
Specifically, in connection with the Securities Act of 1933, as
amended, upon exercise of any Stock Option, the Company shall not
be required to issue Common Shares unless the Committee has
received evidence satisfactory to it to the effect that the
Optionee will not transfer such shares except pursuant to a
registration statement in effect under such Act or unless an
opinion of counsel satisfactory to the Company has been received
by the Company to the effect that such registration is not
required. Any determination in this connection by the Committee
shall be final, binding and conclusive. The Company may, but
shall in no event be obligated, to take any other affirmative
action in order to cause the exercise of a Stock Option or the
issuance of Common Shares purchased thereto to comply with any
law or regulation of any government authority.
ARTICLE X
Miscellaneous Provisions
1. No person shall have any claim or right to be granted a
Stock Option under the Plan, and the grant of an NQSO under the
Plan shall not be construed as giving an Optionee the right to be
retained by the Company. Furthermore, the Company expressly
reserves the right at any time to terminate its relationship with
an Optionee with or without cause, free from any liability, or
any claim under the Plan, except as provided herein, in an option
agreement, or in any agreement between the Company and the
Optionee.
2. Any expenses of administering this Plan shall be borne
by the Company.
3. The payment received from Optionee from the exercise of
Stock Options under the Plan shall be used for the general
corporate purposes of the Company.
<PAGE> 19
4. The place of administration of the Plan shall be in the
State of Nevada and the validity, contraction, interpretation,
administration and effect of the Plan and its rules and
regulations, and rights relating to the Plan, shall be determined
solely in accordance with the laws of the State of Nevada.
5. Without amending the Plan, grants may be made to
persons who are foreign nationals or employed outside the United
States, or both, on such terms and conditions, consistent with
the Plan's purpose, different from those specified in the Plan as
may, in the judgment of the Committee, be necessary or desirable
to create equitable opportunities given differences in tax laws
in other countries.
6. In addition to such other rights of indemnification as
they may have as members of the Board or Committee, the members
of the Committee shall be indemnified by the Company against all
costs and expenses reasonably incurred by them in connection with
any action, suit or proceeding to which they or any of them may
be party by reason of any action taken or failure to act under or
in connection with the Plan or any Stock Option granted
thereunder, and against all amounts paid by them in settlement
thereof (provided such settlement is approved by independent
legal counsel selected by the Company) or paid by them in
satisfaction of a judgment in any such action, suit or
proceeding, except a judgment based upon a finding of bad faith;
provided that upon the institution of any such action, suit or
proceeding a Committee member shall in writing, give the Company
notice thereof and an opportunity, at its own expense, to handle
and defend the same before such Committee member undertakes to
handle and defend it on his/her own behalf.
7. Stock Options may be granted under this Plan from time
to time, in substitution for stock options held by employees of
other corporations who are about to become employees of the
Company as the result of a merger or consolidation of the
employing corporation with the Company or the acquisition by the
Company of the assets of the employing corporation or the
acquisition by the Company of stock of the employing corporation
as a result of which it become a subsidiary of the Company. The
terms and conditions of such substitute stock options so granted
my vary from the terms and conditions set forth in this Plan to
such extent as the Board of Director of the Company at the time
of grant may deem appropriate to conform, in whole or in part, to
the provisions of the stock options in substitution for which
they are granted, but no such variations shall be such as to
affect the status of any such substitute stock options as a stock
option under Section 422A of the Code.
<PAGE> 20
8. Notwithstanding anything to the contrary in the Plan,
if the Committee finds by a majority vote, after full
consideration of the facts presented on behalf of both the
Company the Optionee, that the Optionee has been engaged in
fraud, embezzlement, theft, commission of a felony or proven
dishonesty in the course of his/her association with the Company
or any subsidiary corporation which damaged the Company or any
subsidiary corporation, or for disclosing trade secrets of the
Company or any subsidiary corporation, the Optionee shall forfeit
all unexercised Stock Options and all exercised NQSO's under
which the Company has not yet delivered the certificates and
which have been earlier granted the Optionee by the Committee.
The decision of the Committee as to the case of an Optionee's
discharge and the damage done to the Company shall be final. No
decision of the Committee, however, shall affect the finality of
the discharge of such Optionee by the Company or any subsidiary
corporation in any manner. Further, (subject to the Committee in
their sole discretion substituting terms in any particular
Optionee's Stock Option Agreement which are different than the
foregoing) if Optionee voluntarily terminates employment with the
Company, the Optionee shall forfeit all unexercised stock
options.
ARTICLE XI
Securities Regulations
The securities issued pursuant to this Plan are "restricted
securities" as defined in Rule 144 of the Securities Act of 1933
and may not be resold except in compliance with the registration
requirements of the Securities Act of 1933 or an exemption
therefrom. Ninety (90) days after the Company becomes subject to
the reporting requirements of Section 13 of 15(d) of the
Securities Exchange Act of 1934, securities issued pursuant to
the Plan may be resold by persons other than affiliates in
reliance upon Rule 144 without compliance with paragraphs (c),
(d), (e) and (h) thereof, and affiliates without compliance with
paragraph (d) thereof. The Company is currently not subject to
the reporting requirements of the Securities Exchange Act of
1934.
<PAGE> 21
ARTICLE XII
Written Agreement
Each Stock Option granted hereunder shall be embodied in a
written Stock Option Agreement which shall be subject to the
terms and conditions prescribed above and shall be signed by the
Optionee and by the President or any Vice President of the
Company, for and in the name and on behalf of the Company. Such
Stock Option Agreement shall contain such other provisions as the
Committee, in its discretion shall deem advisable.
ARTICLE XIII
Effective Date
This Plan shall become unconditionally effective as of the
date of approval of the Plan by the Board of Directors of the
Company. No Stock Option may be granted later than ten (10)
years from the effective date of the Plan; provided, however,
that the Plan and all outstanding Stock Options shall remain in
effect until such NQSO's have expired or until such options are
canceled.
<PAGE> 22
EXHIBIT 23.1
TELFORD SADOVNICK, P.L.L.C.
Certified Public Accountants
Consent of Independent Auditors
We consent to the incorporation of by reference in the
Registration Statement of Form S-8 of our report dated February
9. 1999 relating to the financial statements of Verida Internet
Corp. (the "Company") as of December 31, 1998 and 1997 and for
the years ended December 1998 and 1997 and for the period from
November 1, 1996 (inception) to December 31, 1998 contained in
the Company's Registration Statement on Form 10-SB for the year
ended December 31, 1998.
/s/ Telford Sadovnick, P.L.L.C.
Certified Public Accountants
Bellingham, Washington
January 20, 2000
<PAGE> 23
EXHIBIT 23.2 CONRAD C. LYSIAK
Attorney and Counselor at Law
601 West First Avenue
Suite 503
Spokane, Washington 99201
(509) 624-1475
FAX: (509) 747-1770
CONSENT
I HEREBY CONSENT to the inclusion of my name in
connection with the Form S-8 Registration Statement filed with
the Securities and Exchange Commission as attorney for the
registrant, Verida Internet Corp.
DATED this 21st day of January, 2000.
Yours truly,
/s/ Conrad C. Lysiak
