<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party Other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission Only (as permitted by
Rule 14a-6(e)(2)
[X] Definitive Proxy Statement
[ ] Solicitation Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
BIOLABS, INC.
----------------------------------------------
(Name of Registrant as Specified in its Charter)
----------------------------------------------
(Name of Person(s) Filing Proxy Statement
if other than the Registrant)
Payment of filing fee (Check the Appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(I)(4) and
0-11.
1. Title of each class of securities to which the transaction
applies;
2. Aggregate number of securities to which transaction applies;
3. Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined.):
4. Proposed maximum aggregate value of transaction:
5. Total Fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check the box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing fee for which the
offsetting fee
<PAGE>
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:
2. Form, Schedule or Registration Statement No.:
3. Filing Party:
4. Date Filed:
2
<PAGE>
BIOLABS, INC.
1 A 3033 KING GEORGE HIGHWAY
SURREY PROVINCE BC CANADA V4P 1BB
CANADA
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 18, 2000
To the Shareholders of Biolabs, Inc.:
Notice is hereby given that the annual meeting of shareholders of
Biolabs, Inc., (the "Company") will be held at The Pacific Inn, 1160 King George
Highway, White Rock B.C., V4A 4Z2, on Tuesday, July 18, 2000 at 9:00 A.M. local
time.
The annual meeting will be held for the following purposes:
1. To elect six (6) directors to the Company's Board of Directors
to hold office for a term of one (1) year until their
successors have been duly elected and qualified.
2. To ratify the appointment of Lemieux Deck Millard Bond
Chartered Accountants, 6345-197 Street, Langley, BC, Canada
V2Y 1K8 as auditors for the Company for the fiscal year ending
December 31, 2000.
3. To approve the Company's Year 2000 stock option plan.
Shareholders of record as of the close of business on June 10, 2000
shall be entitled to vote at the meeting or any adjournment thereof.
All shareholders are invited to attend the annual meeting in person,
but those who are unable to do so are urged to execute and return promptly the
enclosed Proxy. Shareholders who execute a proxy form may nevertheless attend
the meeting, revoke their proxy and vote their shares in person.
By Order of the Board of Directors,
/S/ Lawrence J. Pasemko
-----------------------------------
Lawrence J. Pasemko, Secretary
Surrey Province, BC, Canada
June 15, 2000
3
<PAGE>
BIOLABS, INC.
1 A 3033 KING GEORGE HIGHWAY
SURREY PROVINCE BC CANADA V4P 1BB
CANADA
- - - - - - - - - - - - - - - - -
PROXY STATEMENT
- - - - - - - - - - - - - - - - - -
INFORMATION REGARDING PROXIES
The enclosed Proxy is solicited on behalf of the Board of Directors of
Biolabs, Inc., a New York corporation (the "Company"), in connection with the
annual meeting of shareholders of the Company to be held at The Pacific Inn,
1160 King George Highway, White Rock B.C., V4A 4Z2, on Tuesday, July 18, 2000 at
9:00 A.M. local time., and at any adjournment or postponements thereof. The
giving of a Proxy does not preclude the right to vote in person should any
shareholder giving the Proxy so desire. Shareholders have a right to revoke
their proxy at anytime prior to exercise thereof, either in person, at the
annual meeting, or by filing with the Company's Secretary at the Company's
principal executive offices a written revocation or duly executed Proxy bearing
a later date; however, no such revocation will be effective until written notice
of the revocation is received by the Company at or prior to the annual meeting.
The cost of preparing, assembling and mailing this Proxy Statement, the
Notice of Annual Meeting of Shareholders and the enclosed Proxy shall be borne
by the Company. In addition to the use of mail, employees of the Company may
solicit proxies personally or by telephone. The Company's employees will receive
no compensation for soliciting proxies other than their regular salaries. The
Company may request banks, brokers, and other custodians, nominees and
fiduciaries to forward copies of the proxy material to their principals and to
request authority for the executing of proxies.
Shares for which a properly executed Proxy in the enclosed form is
returned will be voted at the meeting in accordance with the directions on such
Proxy. If no voting instructions are indicated with respect to one or more of
the proposals, the Proxy will be voted in favor of the proposal(s).
VOTING SECURITIES
The securities of the Company entitled to vote at the annual meeting
consist of shares of Common Stock, par value $0.0001 per share. The number of
shares of common stock of the registrant outstanding as of the close of business
on May 29, 2000 was 9,032,572. Each share of common stock is entitled to one
vote. Only shareholders of record at the close of business on June 10, 2000 will
be entitled to notice of and to vote at the annual meeting. The presence, in
person or by Proxy, of the holders of a majority of the voting shares will
constitute a quorum for the transaction of business.
The following table sets forth information known to the Company, as of
May 29, 2000, regarding the beneficial ownership of the Company's voting
securities by (i) each of the Company's directors and executive officers, and
(ii) all
4
<PAGE>
directors and executive officers of the Company as a group.
Except as indicated below, management is not aware of any individual or
entity that owns 5% or more of the voting stock of the Company, unless otherwise
indicated, each of the stockholders listed in the table below has sole voting
and dispositive power with respect to shares beneficially owned by such
stockholder.
<TABLE>
<CAPTION>
NAME AND ADDRESS COMMON PERCENT
PERCENT OF VOTING
OF BENEFICIAL OWNER(1) SHARES OF VOTING STOCK
OWNERSHIP(2)
<S> <C> <C>
E. Greg McCartney 440,000 (3) 4.9%
Lawrence J. Pasemko 440,000 (3) 4.9%
Albert Klychak 300,000 (3) 3.3%
Dr. Ian B. Woods 390,000 (3) 4.3%
Carol Patterson Neves 50,000 (3) 0.6%
John J. Horan 50,000 (5) 0.6%
All Directors and Officers as a Group 1,670,000 (3) 18.0%
Lutz Family Trust 100,000 (4) 1.2%
</TABLE>
----------------------------
(1) The address for each of Messrs. McCartney, Pasemko, Klychak, and Woods is
c/o Company, Inc., Suite #1A, 3033 King George Highway, Surrey, BC, Canada,
V4P 1B8.
(2) The percentage shown reflects voting ownership after taking into account
the existing Class A Preferred Stock. None of the officers or directors
owns any of the Class A Preferred Stock.
(3) Includes vested options to purchase Common Shares held by such officers and
directors.
(4) The Trust also owns 1,024,162 shares of the Company's Convertible Preferred
Stock, Class A.
(5) Includes Warrants to purchase Common Stock.
PROPOSAL I
ELECTION OF DIRECTORS
The Board of Directors has six (6) members. Management has nominated
the six (6) persons listed below as the candidates. All are currently directors
of the Company, with terms expiring as of the date of the annual meeting of
shareholders or on election and qualification of their successors.
5
<PAGE>
The directors elected at this meeting will serve until the next annual
meeting of shareholders or until their respective successors are elected and
qualified. It is the intention of the persons listed in the Proxy to vote the
shares subject to such Proxy for the election as directors of the persons listed
below. Although it is not contemplated that any nominee will decline or be
unable to serve as a director, in the event that at the meeting or any
adjournments or postponements thereof any nominee declines or is unable to
serve, the persons named in the enclosed Proxy will, in their discretion, vote
the shares subject to such Proxy for another person selected by them for
director.
The following table sets forth the name, age and position of each
director and nominee:
<TABLE>
<CAPTION>
NAME AGE POSITION
-------------------------------------------------------------------------------
<S> <C> <C>
E. Greg McCartney 48 President, Chief Executive Officer and
Chairman of the Board of Directors
Lawrence J. Pasemko 62 Chief Financial Officer, Secretary and Director
Albert Klychak 41 Vice President, Corporate Relations and
Director
Dr. Ian B. Woods 55 Vice President, Operations and Director
Carol Patterson Neves 66 Director
John J. Horan 79 Director
</TABLE>
E. GREG MCCARTNEY. Mr. McCartney has been the Company's President and Chief
Executive Officer since 1995. In addition, he serves as Chairman of the Board
for White Diamond Spirits Inc., an American distilled spirits importing company.
From 1992 to 1995, Mr. McCartney was Vice President of Corporate Development at
Advanced Gaming Technology Corp., a public company distributing and
manufacturing electronic gaming equipment. Prior to 1992, Mr. McCartney was a
founding partner in a number of private enterprises involved in the electronics
industry, real estate and the automotive distribution business.
LAWRENCE J. PASEMKO. Mr. Pasemko has been the Company's Chief Financial Officer
and Secretary Treasurer since 1995. From 1992 to 1995, Mr. Pasemko was the CFO
for Advanced Gaming Technology Corp., a public company which manufactured and
distributed electronic gaming equipment. Prior to his employment with Advanced
Gaming, Mr. Pasemko was president of Supercart Pacific Wholesale (Canada) Inc.,
a private distribution business with operations throughout the Pacific Northwest
and was President and General Manager of two Chrysler automobile dealerships
located in British Columbia.
DR. IAN B. WOODS. Dr. Woods has been the Company's Vice President, Operations
since February 1998. Dr. Woods is the senior founding partner of the Burke
Mountain Medical Centre in Port Coquitlam, British Columbia, where he has
6
<PAGE>
conducted a general medical practice since 1977. He received his Ph.D. in
Physics and his M.D. from the University of British Columbia. He completed his
internship at the Royal Columbian Hospital. He has served on numerous medical
advisory committees and is a director of ETC Industries Ltd.
ALBERT KLYCHAK. Mr. Klychak has been the Company's Vice President, Corporate
Relations since 1995 and is primarily responsible for investor relations. From
1993 to 1996, Mr. Klychak was the President and Director of Quinchak Enterprises
Limited, a private company providing financing and investor relations services
and management services for a private equity fund. From 1986 to 1993, he managed
a private equity portfolio as an independent consultant. Mr. Klychak is also a
director of Lexus Capital, Inc.
CAROL PATTERSON NEVES. Ms. Neves was employed with Merrill Lynch, Pierce, Fenner
& Smith for approximately 40 years prior to her retirement in 1996. From 1986 to
1996, Ms. Neves was the First Vice President/Senior Research Analyst:
Diversified Companies. Ms. Neves received her B.A. in Economics from
Trinity College, her graduate certificate from Harvard Business School and her
MBA from New York University. Ms. Neves was first elected to the Board on
March 1, 1999, by the Board of Directors.
JOHN J. HORAN. Mr. Horan served as Chairman of the board of Directors and Chief
Executive Officer of Merck & Co., Inc. from 1976 until his retirement in 1985.
He continued as a Board member until 1993. He had earlier served as President
and Chief Operating Officer, and prior to that as Executive Vice President,
during a forty-year association with Merck. Since his retirement as CEO of
Merck, Mr. Horan has served with a number of start up biotech companies
including Board of Directors of Celgene, Inc. and PathoGenesis Corp.: Chairman
of the Board of Directors of Atrix Laboratories, Inc. and of Myriad Genetics,
Inc. Mr. Horan received an A.B. degree from manhattan College in 1940, and a
J.D. degree from Columbia University Law School in 1946.
Each director holds office until the Company's annual meeting of
stockholders and until his/her successor is duly elected and qualified. Officers
are elected by the Board of Directors and hold office at the discretion of the
Board of Directors. There are no family relationships between any of the
directors or executive officers of the Company. All of the directors , other
than Mr. Horan, were previously re-elected by the Shareholders most recently, at
a meeting of the stockholders held on September 28, 1999.
EXECUTIVE COMPENSATION
The Company is in the start-up phase of its business and operations and
currently generates no revenues. None of the Company's principal officers are
employed directly by the Company. However, Messrs. McCartney, Pasemko and
Klychak, through their respective holding companies, are parties to an
employment agreement dated September 1, 1998, between Tynehead Capital Corp. and
the Company. The Employment Agreement employs the Executives, as independent
contractors, to provide described management services to the Company, including
setting objectives, structures, time frames, identifying resources required and
allocating and utilizing such resources. The Company pays a monthly management
fee, subject to annual review, at $22,833 to Tynehead. That amount is subject to
annual review for increases only. In addition, Tynehead may be entitled to an
annual incentive management fee on the basis of the recommendations of the Board
7
<PAGE>
taking into account the financial performance of the Company and other relevant
factors. The Board of Directors of the Company is currently controlled by the
Executives. The Executives recognize this and expect that any recommendations
concerning increase in Tynehead compensation or incentive compensation will
require independent director recommendation, but no formal procedure for
independent director review has been agreed upon or otherwise established as of
this date.
The agreement provides that Messrs. McCartney, Pasemko and Klychak will
not compete with the Company for a period of one year subsequent to termination.
The enforcement of such non-compete clauses may be subject to challenge as
against public policy.
During the year ended December 31, 1999, fees aggregating $273,996 was
paid or was payable to Tynehead Capital Corp. in connection with management and
administrative services provided by such executive officers and their respective
holding corporations. The amount was divided equally among the three officers.
DIRECTOR COMPENSATION - Directors not otherwise employed by the Company did not
receive cash compensation for serving on the Board of Directors during the
fiscal year ended December 31, 1999, except that Dr. Woods was paid $11,133 for
scientific consultation services in 1999. However, directors received stock
options. See below.
OPTION AND AWARD PLAN - On July 31, 1998, the stockholders approved the 1998
Stock Option Plan adopted by the Board of Directors of the Company. The plan
provides for the grant of incentive stock options for up to 650,000 shares of
Common Stock to those employees, officers, directors or consultants eligible
under the Plan to receive stock options. The plan was amended in 1999 to
increase the number of Common Shares available under the plan from 650,000 to
930,000.
The Plan is administered by the Board of Directors or a committee
thereof, which determines, among other things, those individuals who receive
options, the time period during which the options may be partially or fully
exercised, the terms of any restrictions, the number of shares of Common Stock
issuable upon the exercise of each option, the exercise price and the expiration
date, which date will not exceed ten years from the date of grant of the Option.
The exercise price per share of Common Stock subject to an incentive
option may not be less than the fair market value per share of Common Stock on
the date the option is granted, as determined by a formula contained in a
standard stock option agreement. The maximum grant to any individual cannot
exceed 5% of the total issued and outstanding Common Stock of the Company as of
the date of the grant of the option.
No stock option may be transferred by a plan participant other than by
will, or the laws of descent and distribution, and during the lifetime of the
plan participant, the option can be only exercised by the plan participant. In
the event of termination by death, retirement or the date a consultant ceases to
be a consultant by termination of the contract in accordance with its terms, or
ceases to be a director, the plan participant shall be entitled to exercise the
option within ninety days of the termination date. Options expire immediately in
all other instances. The plan administrator may amend the rules with respect to
termination in special circumstances.
8
<PAGE>
Options issued under the Plan must be exercised within ten years from
the date the option is granted; however, all options granted to date provide for
one to five years. All options granted under the Plan provide for the payment of
the exercise price in cash or bank draft provided the plan participant delivers
notice of intent to exercise speaking the number of options to be exercised.
In the event of a merger, amalgamation or other corporate arrangement,
including but not limited to takeover, the Board of Directors may, in a fair and
equitable manner, determine the manner in which all unexercised option rights
granted under this plan will be treated, including the acceleration of time for
the exercise of such rights.
Any unexercised options that expire or that terminate upon a
participant ceasing to be employed by the Company become available again for
issuance under the Plan.
As of December 31, 1999, the following options to purchase Common Stock
have been granted to officers, directors and employees of the Company:
<TABLE>
<CAPTION>
NAME OPTIONS HELD EXERCISE PRICE
--------------------------------------------------------------------------------
<S> <C> <C>
E. Greg McCartney 90,000 $1.00
Lawrence J. Pasemko 90,000 $1.00
Albert Klychak 90,000 $1.00
Dr. Ian B. Woods 90,000 $1.00
Carol Neves 50,000 $1.00
Other Employees 5,000 $1.00
</TABLE>
SUMMARY COMPENSATION TABLE
The following table sets forth the annual and long-term compensation
for services in all capacities to the Company in the three fiscal years ended
December 31, 1999 of E. Greg McCartney, Lawrence J. Pasemko and Albert Klychak
who are the Company's most highly compensated executive officers.
<TABLE>
<CAPTION>
Annual Compensation Long Term
Compensation
----------------------------------- --------------
Name and Fiscal Total Securities
Principal Position Year Compensation (1) Underlying
Options
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
9
<PAGE>
E. Greg McCartney,
Chief Executive Officer 1999 91,332
1998 45,685 (2)
1997 34,564
Lawrence J. Pasemko
Chief Financial Officer 1999 91,332
1998 45,685 (2)
1997 34,564
Albert Klychak
Vice President 1999 91,332
1998 45,685 (2)
1997 34,564
</TABLE>
-------------------------------
(1) Each officer received 1/3 of annual management fee paid to Tynehead Capital
Corp. No part of such fee was specifically fixed as salary or bonus. All of such
management fee was contingent on adequacy of funds.
(2) Represents stock option to purchase 90,000 common shares at an exercise
price of $1.00 per share.
RELATED PARTY TRANSACTIONS
<TABLE>
<CAPTION>
1999 1998 1997
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
(a) Management and consulting fees paid
to officers and directors of
the Company and / or companies
controlled by officers and
directors of the Company $ 285,129 $ 137,055 $ 103,691
(b) Interest on promissory notes payable
to companies controlled by
officers and directors of
the Company $ 4,813 $ 2,225 $ 7,574
(c) Included in the balance sheet are
the following amounts due to
directors and officers and/or
companies controlled by officers and
directors of the Company
Accounts payable $ 35,569 $ 30,756 $ 248,098
Promissory notes payable $ 40,132 $ 40,132 $ 121,516
(d) In 1997 the Company issued 3,000,000 common shares to
companies controlled by officers and directors of the Company
to settle debt of $120,000. During 1998 the Company issued
3,000,000 common shares to companies controlled by officers
and directors of the Company to settle debt of $347,395.
</TABLE>
10
<PAGE>
PROPOSAL II
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Directors has selected Lemieux Deck Millard Bond Chartered
Accountants, to serve as the Company's auditors for the fiscal year ending
December 31, 2000. Although it is not required to do so, the Company wishes to
provide shareholders with the opportunity to express their opinion on the
selection of auditors, and, accordingly is submitting a proposal to ratify the
selection of Lemieux Deck Millard Bond. If the shareholders should fail to
ratify this proposal, the Board of Directors will consider the selection of
another auditing firm
The Board of Directors recommends that you vote FOR ratification of Lemieux
Deck Millard Bond to serve as the Company' auditors for the fiscal year ending
December 31, 2000.
PROPOSAL III
ADOPTION OF THE YEAR 2000 OPTION PLAN
The Board of Directors will also present to the meeting a proposal to adopt
the BioLabs Year 2000 Stock Option Plan (the "Plan"). The purpose of the plan is
to provide directors, officers, employees and consultants of the Company with an
increased proprietary interest in the Company, and thereby additional incentive
to promote the best interest of the Company.
The Company has an existing Plan which reserved an aggregate of 930,000
Shares for grants. However, to date, grants of 850,000 Shares have been made to
various persons, including officers and directors of the Company. Under the
proposed Plan, subject to Shareholder approval, additional grants may be made,
but, only at fair market value for the Shares as of the date of grant.
Additionally, a minimum one (1) year vesting period has been provided. The Plan
is administered by the Board of Directors or, when established, the Compensation
Committee or such other committee designated by the Board to have responsibility
for the grants.
All Options will terminate three (3) months following the optionee ceasing
to be a director, officer, employee and consultant of the Company or any
subsidiary thereof, except, if such termination is a result of retirement or
death or specific resolution by the Board with respect to any specific option.
Options with respect to Optionees who retire may be extended. Options held
by Optionees who decease will extend for one (1) year following date of death or
an earlier expiry of the Option. Optionees are responsible for their own taxes
with respect to Shares received upon Option exercise or proceeds from Shares
sold after Option exercise. All Options are non-assignable, and are subject to
adjustment as to price and Shares, under certain conditions.
The Board of Directors recommends a vote for ADOPTION of the Year 2000
Option Plan.
11
<PAGE>
OTHER BUSINESS
As of the date of this Proxy Statement, the Board of Directors does not
know of any business to be presented for consideration at the meeting other than
that described above. If any other business should properly come before the
meeting, the shares represented by the Proxies will be voted in accordance with
the judgment of the person named in such proxies.
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
During the fiscal year ended December 31, 1999, the Company was not subject
to the requirements of Section 16 of the Securities Exchange Act of 1934 (the
"Exchange Act")
SHAREHOLDER PROPOSALS
Pursuant to Rule 14a-8 promulgated by the Securities and Exchange
Commission, a shareholder intending to present a proposal at the 2001 Annual
Meeting of Shareholders must deliver the proposal in writing to the Company's
Secretary at the Company's principal executive offices on or before January 31,
2001.
By Order of the Board of Directors
Biolabs, Inc.
12
<PAGE>
YEAR 2000 STOCK OPTION PLAN
1 PURPOSE OF PLAN
1.1 PURPOSE OF PLAN. The purpose of this Year 2000 Stock Option
Plan (the "Plan") is to assist directors, officers, employees
and consultants of the Company and its Subsidiaries to
participate in the growth and development of the Company and
its Subsidiaries by providing such persons with the
opportunity, through stock options, to acquire an increased
proprietary interest in the Company thereby providing an
additional incentive to the persons contemplated above to
promote the best interest of the Company and to provide the
means to the Company to attract qualified persons.
2 DEFINED TERMS
2.1 DEFINED TERMS. Where used herein, the following terms will
have the meanings indicated below:
(a) "BOARD" means the Board of Directors of the Company or, if
established and duly authorized to act, the Executive Committee of
the Board of Directors of the company;
(b) "BUSINESS DAY" means any day on which the Exchange is open
for trading;
(c) "COMMITTEE" will mean the Compensation Committee or such other
committee established or designated by the Board as responsible
for the purposes of this Plan or, in the event no committee is so
established or designated, will mean the Board;
(d) "COMPANY" means BioLabs, Inc., and includes any successor
corporation thereto;
(e) "CONSULTANT" means any individual, corporation or other person
engaged to provide ongoing services to the Company or any
Subsidiary;
(f) "ELIGIBLE PERSON" means any director, officer, employee or
consultant of the Company or any Subsidiary;
13
<PAGE>
(g) "EXCHANGE" means any recognized exchange or market in Canada or
the United States on which the shares are listed and posted or
quoted from time to time;
(h) "EXERCISE DATE": means the Business Day on which the Company
through the Secretary receives notice of an exercise of the Option
pursuant to Section 7.1 of this Plan; provided that if the notice
of exercise is received on a day which is not a Business Day, the
Exercise Date will be the next Business Day following the receipt
of the notice;
(i) "FULLY DILUTED COMMON EQUIVALENTS" means all outstanding Shares,
including all Shares which would result from the conversion of any
of the Company's other securities into Shares pursuant to the
Certificate of Incorporation of the Company or otherwise;
(j) "GRANT DATE" means the date on which any Option is approved by the
Board for grant hereunder;
(k) "KEY PERSON" means the person who may be designated by the
Committee as the key person providing ongoing services under a
consulting contract with the Company or any Subsidiary;
(l) "MARKET PRICE" in respect of a Share shall mean:
(i) so long as the Shares are listed and posted or quoted on
any Exchange (including NASD Bulletin Board) at the time
of calculation, the price per Share equal to the average
of the daily high and low trading prices at which the
Shares traded for the five (5) trading days preceding such
calculation.
(m) "OPTION" means an option to purchase Shares granted under this
Plan;
(n) "OPTION AGREEMENT" means an agreement evidencing an Option entered
into between the Company and an Eligible Person;
(o) "OPTION PRICE" means the price per share at which Shares may be
purchased under the Option as determined under this
14
<PAGE>
Plan and as the same may be adjusted from time to time in
accordance with Part 8 hereof;
(p) "OPTIONEE" means a person to whom an Option has been granted;
(q) "PLAN" means the Company's Amended and Restated Stock Option Plan,
as embodied herein, as the same may be amended or varied from time
to time;
(r) "QUARTERLY COMMENCEMENT PERIOD" means in any fiscal year, January
1 through and including March 31; April 1 through and including
June 30; July 1 through and including September 30; or October 1
through and including December 31;
(s) "SHARES" mean the common shares of the Company, or, in the event
of an adjustment contemplated by Part 8 hereof, such other shares
or securities to which an Optionee may be entitled upon the
exercise of an Option as a result of such adjustment;
(t) "SUBSIDIARY" means any corporation that is a subsidiary of the
Company (as such term is defined in the Business Corporation Law
of the State of New York as may be from time to time amended,
varied or re-enacted); and
3 ADMINISTRATION OF PLAN
3.1 ADMINISTRATION OF PLAN. This Plan will be administered by the Committee;
provided however that the Board may establish any other committee of the Board
consisting of not less than three members of the Board to replace the Committee
for the purposes of the administration of this Plan. The members of the
Committee will serve at the pleasure of the Board and vacancies occurring in the
Committee will be filled by the Board.
3.2 COMMITTEE GOVERNANCE. The Committee will select one of its members as its
Chairman and will hold its meetings at such time and place as it will deem
advisable. A majority of the members of the Committee will constitute a quorum
and all actions of the Committee will be taken by a majority of the members
present at any meeting. Any action of the Committee may be taken by an
instrument or instruments in writing signed by all the members of the Committee,
and any action so taken will be as effective as if
15
<PAGE>
it had been passed by a majority of the votes cast by the members of the
Committee present at a meeting of such members duly called and held.
3.3 POWERS OF COMMITTEE. The Committee will have the power, where consistent
with the general purpose and intent of this Plan and subject to the specific
provisions of this Plan:
(a) to establish policies and to adopt rules and regulations
for carrying out the purposes, provisions and
administration of this Plan;
(b) to interpret and construe this Plan and to determine all questions
arising out of this Plan and any Option granted pursuant to this
Plan, and any such interpretation, construction or termination
made by the Committee will be final, binding and conclusive for
all purposes;
(c) to determine to which Eligible Persons Options are granted
and to grant Options;
(d) to determine the number of Shares covered by each Option;
(e) to determine the Option Price for each Option;
(f) to determine the time or times when Options will be granted, vest
and be exercisable;
(g) to determine if the Shares that are subject to an Option will be
subject to any restrictions upon the exercise of such Option;
(h) to determine the expiration date for each Option;
(i) to prescribe the form of the instruments relating to the grant,
exercise and other terms of Options;
(j) to determine, where necessary, the Key Person pursuant to a
consulting contract as the person providing the services
thereunder; and
(k) to determine such other matters as provided for herein.
4 SHARES SUBJECT TO PLAN
16
<PAGE>
4.1 SHARES SUBJECT TO PLAN. Options may be granted in respect of authorized and
unissued Shares, provided that the aggregate number of Shares to be issued under
this Plan, subject to adjustment or increase of such number pursuant to the
provisions of Part 8 hereof, will be Five Hundred Thousand (500,000). The number
of Shares issued hereunder may be increased or changed by the Board, as approved
by any relevant regulatory authority having jurisdicition with respect hereto.
4.2 REGRANTING OF SHARES. Shares with respect to which Options are not exercised
prior to the termination under any Option, will be available for grant under
subsequent Options under this Plan.
4.3 NO FRACTIONAL SHARES. No fractional Shares may be purchased or issued under
this plan.
5 ELIGIBILITY, GRANT AND TERMS OF OPTIONS
5.1 ELIGIBILITY. Options may be granted to Eligible Persons whose participation
in this Plan will, in the opinion of the Committee, accomplish the purposes of
this Plan.
5.2 GRANTING OF OPTIONS. Options may be granted by the Company pursuant to
recommendations of the Committee provided and to the extent that such
recommendations are approved by the Board.
5.3 OPTION AGREEMENT. Each Option granted pursuant to this Plan will be
evidenced by an Option Agreement executed on behalf of the Company by any two
directors or officers of the Company, and each Option Agreement will incorporate
such terms and conditions as the Committee in its discretion deems consistent
with the terms of this Plan. The Committee may, with the written consent of the
Optionee and the approval of the Exchange, if necessary, amend any Option
Agreement to the extent that the Committee, acting in its discretion, deems
consistent with the terms of this Plan.
5.4 OPTION PRICE. For greater certainty, the Option Price on Shares that are the
subject of an Option will be as determined by the Committee, but will in no
event be less than the Market Price.
5.5 OPTION TERM. Each Option granted pursuant to this Plan will, subject to
early termination in accordance with Part 6 hereof and subject to the provisions
of Part 7 hereof, expire automatically on the earlier of:
17
<PAGE>
(a) the date on which such Option is exercised in respect of
all of the Shares that may be purchased thereunder; and
(b) the date fixed by the Committee as to expiry date of such
Option,
which date will not exceed ten years from the Grant Date of the Option. All
Options will have a minimum one (1) year vesting period. The Committee, at its
discretion, may enlarge the vesting period or subject the Options to partial
vesting from time to time or at specific times.
5.6 MAXIMUM GRANT. The total number of Shares to be optioned to any Optionee
under this Plan together with any Shares for issuance under any other option
plans for employees of the Company or any Subsidiary or any other plans to such
Optionee for Shares of the Company will not exceed 5% of the issued and
outstanding Shares at the Grant Date of the Option.
5.7 NON-ASSIGNABLE. An option is personal to the Optionee and is non-assignable
other than by will or other testamentary instrument or the laws of succession
and may be exercisable during the lifetime of the Optionee only by the Optionee.
6 TERMINATION OF EMPLOYMENT, RETIREMENT, DEATH
6.1 TERMINATION. Subject to Section 6.2 hereof and to any express resolution
passed by the Committee with respect to any specific Option, an Option, and all
rights to purchase Shares pursuant thereto, will expire and terminate three (3)
months following the Optionee ceasing to be a director, officer, employee or a
consultant, directly or indirectly, of the Company or of any Subsidiary.
6.2 TERMINATION UPON RETIREMENT OR DEATH.
(a) If the Optionee ceases to be an employee or officer of the
Company or a Subsidiary by reason of retirement or ceases
to be a consultant by normal termination of the consulting
contract in accordance with its terms, or ceases to be a
director of the Company or a Subsidiary (such date of
retirement or cessation herein being called the "retirement
date") all Options which are exercisable at the retirement
date, or which become exercisable within 90 days from the
18
<PAGE>
retirement date, will be exercisable on and after the retirement
date, subject to the terms of this Plan during a period of the
three (3) months following the retirement date or any earlier
expiry of the Option, unless otherwise determined by the
Committee;
(b) if the Optionee or a Key Person dies, all Options which
are exercisable at the date of death, or which become
exercisable within 90 days from the date of death will be
exercisable on and after the date of death, by the legal
personal representative(s) of the estate of the Optionee or
the Key Person, as the case may be, subject to the terms of
this Plan during a period of the one year following the
date of death or any earlier expiry of the Option, unless
otherwise determined by the Committee.
6.3 EXCEPTION. Options will not be affected by any change of employment of the
Optionee or by the Optionee ceasing to be a director where the Optionee
continues to be an employee or a director of the Company or any Subsidiary, as
the case may be.
7. EXERCISE OF OPTIONS
7.1 EXERCISE OF OPTIONS. Subject to the provisions of this Plan, an Option to
purchase Shares may be exercised from time to time within the period in which
they are exercisable by delivery to the Company at its head office of a written
notice of exercise addressed to the Secretary of the Company specifying the
number of shares with respect to which the Option is being exercised and
accompanied by payment in full of the option Price of the Shares to be purchased
(by cash, bank draft or certified cheque payable to the Company). Certificates
for such Shares will be issued and delivered to the Optionee within a reasonable
time following the receipt of such notice and payment.
7.2 CONDITIONS. Notwithstanding any of the provisions contained in this Plan or
in any Option, the Company's obligation to issue Shares to an Optionee pursuant
to the exercise of an Option will be subject to:
(a) completion of such registration or other qualification of such Shares
or obtaining approval of such governmental authority
19
<PAGE>
as the Company will determine to be necessary or advisable in
connection with the authorization, issuance or sale thereof;
(b) the admission of such Shares to being listed and posted or quoted
on the Exchange; and
(c) the receipt from the Optionee of such representations, agreements
and undertakings, including as to future dealings in such Shares,
as the company or its counsel determines to be necessary or
advisable in order to safeguard against the violation of the
securities laws of any jurisdiction.
In this connection the Company will, to the extent necessary, take all
reasonable steps to obtain such approvals, registrations and qualifications as
may be necessary for the issuance of such Shares in compliance with applicable
securities laws and for the listing and posting or quotation of such Shares on
the Exchange.
8 CERTAIN ADJUSTMENTS
8.1 ADJUSTMENTS. Appropriate adjustments in the number of Shares subject to this
Plan, and as regards Options granted or to be granted, in the number of Shares
optioned and in the applicable Option Price, will be conclusively determined by
the Board to give effect to adjustments in the number of Shares of the Company
resulting from subdivisions, consolidations adjustments in the number of Shares
of the Company resulting from subdivisions, consolidations or reclassifications
of the shares of the Company, the payment of stock dividends by the Company
(other than dividends in the ordinary course) or other relevant changes in the
capital stock of the Company. If, because of a proposed merger, amalgamation or
other corporate arrangement or reorganization, the exchange or replacement of
Shares of the Company for those in another company is imminent, the Board may,
in a fair and equitable manner, determine the manner in which all unexercised
option rights granted under this Plan will be treated including, for example,
requiring the acceleration of the time for the exercise of such rights by the
Optionees and of the time for the fulfilment of any conditions or restrictions
on such exercise. All determinations of the Board under this Section will be
final, binding and conclusive for all purposes subject to the approval of the
Exchange.
9 AMENDMENT OR DISCONTINUANCE OF PLAN
20
<PAGE>
9.1 AMENDMENT OR DISCONTINUANCE OF PLAN. The Board may amend or discontinue this
Plan at any time; provided, however, that no such amendment may increase the
maximum number of Shares that may be optioned under this Plan, change the manner
of determining the Option Price or, without the consent of the Optionee, alter
or impair any Option previously granted to an Optionee under this Plan, and
further provided that any amendment receives the approval of the Exchange and
all other applicable regulatory authorities, as required.
10 SHAREHOLDER AND REGULATORY APPROVAL
10.1 REQUIRED APPROVALS. Any further material amendment to this Plan will be
subject to the requisite approval of the shareholders of the Company to be given
by a resolution passed at a meeting of the shareholders of the Company and to
acceptance by the Exchange and any other regulatory authorities having
jurisdiction, as required. Any Options granted after such amendment but prior to
such amendment but prior to such approval and acceptance will be conditional
upon such approval and acceptance being given and no such Options may be
exercised unless and until such approval and acceptance is given.
11 GENERAL
11.1 RIGHTS OF OPTIONEES. The holder of an Option will not have any rights as a
shareholder of the Company with respect to any of the Shares covered by such
Option until such holder will have exercised such Option in accordance with the
terms of this Plan (including tendering payment in full of the Option Price of
the Shares in respect of which the Option is being exercised) and the Company
will issue such Shares to the Optionee in accordance with the terms of this Plan
in those circumstances.
11.2 NO EFFECT ON EMPLOYMENT. Nothing in this Plan or any Option will confer
upon any Optionee any right to continue in the employ of or under contract
with the company or any Subsidiary of the Company or affect in any way the
right of the Company or any such Subsidiary to terminate his or her
employment at any time or terminate his or her consulting contract; nor will
anything in this Plan or any Option be deemed or construed to constitute an
agreement, or an expression of intent, on the part of the company or any such
Subsidiary to extend the employment of any Optionee beyond the time that he
or she would normally be retired pursuant
21
<PAGE>
to the provisions of any present or future retirement plan of the company or
any Subsidiary or any present or future retirement policy of the company or
any Subsidiary, or beyond the time at which he or she would otherwise be
retired pursuant to the provisions of any contract of employment with the
Company or any Subsidiary.
11.3 OTHER SHARES. Nothing contained in this Plan will restrict or limit or be
deemed to restrict or limit the right or power of the Board in connection with
any allotment and issuance of Shares which are not allotted and issued under
this Plan including, without limitation, with respect to other compensation
arrangements.
11.4 MISCELLANEOUS. References herein to any gender include all genders and to
the plural includes the singular and vice versa. The division of this Plan into
Sections and the insertion of headings are for convenience of reference only and
will not affect the construction or interpretation of this Plan.
22
<PAGE>
[FORM OF PROXY]
BIOLABS, INC.
1 A 3033 KING GEORGE HIGHWAY
SURREY PROVINCE BC CANADA V4P 1BB
CANADA
The undersigned, as a shareholder of Biolabs, Inc. (the "Company"),
hereby appoints E. Greg McCartney and Lawrence J. Pasemko and each of them, with
full power of substitution, to act as attorneys and proxies for the undersigned
to vote all shares of common stock of Biolabs, Inc. that the undersigned is
entitled to vote at the annual meeting of shareholders to be held at The Pacific
Inn 1160 King George Highway, White Rock B.C. V4A 4Z2, and at any and all
adjournments or postponements thereof as follows:
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY WILL BE VOTED FOR EACH OF THE PROPOSITIONS STATED. IF ANY OTHER
BUSINESS IS PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED
IN THIS PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BAORD OF
DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE METING.
PLEAE COMPLETE, DATE, SIGN AND MAIL THIS PROXY IN THE ENLCOSED ENVELOPE.
PLEASE MARK VOTES AS IN THIS EXAMPLE USING DARK INK ONLY /-/
The Board of Directors recommends a vote FOR Items 1, 2 and 3.
(1) ELECTION OF DIRECTORS For Withhold For
ALL
E. Greg McCartney, Lawrence J. Pasemko, All All Except
Albert Klychak, Dr. Ian B. Woods,
Carol Patterson Neves / / / / / /
-------------------------------------------------------------
(Instruction: To withhold authority to vote for any nominee(s), write
the name(s) of such nominee(s) above.)
(2) PROPOSAL to ratify the selection of Lemieux Deck Millard Bond to serve as
the Company's independent auditors.
For Against Abstain
/ / / / / /
(3) PROPOSAL to approve the Company's Year 2000 Stock Option Plan.
For Against Abstain
/ / / / / /
[ ] Please check this box if you intend to attend the annual
meeting of shareholders.
23
<PAGE>
In their discretion, the proxies are authorized to vote on any other
business that may properly come before the annual meeting of
shareholders or any adjournment or postponement thereof.
This Proxy may be revoked at any time prior to the voting thereof.
The undersigned acknowledges receipt from the Company, prior to the
execution of this proxy, of notice of the annual meeting and a proxy
statement.
Dated: _______, 2000
Signature: _______________________________
Please sign your named as it appears on the stock certificate or the
envelope in which this card was mailed to you. When signing as
attorney, executor, administrator, trustee or guardian, please give
your full title. If a corporation, please sign in full corporate name
by the president or other authorized officer. If shares are held
jointly, each holder should sign.
24
