<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 12, 2000
REGISTRATION NO. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------
CORPAS INVESTMENTS, INC.
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
FLORIDA 59-2890565
- ------------------------------- ----------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
1640 5TH STREET, #218
SANTA MONICA, CALIFORNIA 90405
----------------------------------------------------
(Address of Principal Executive Offices)
STOCK OPTION AGREEMENT
----------------------------------------
(Full title of the Plan)
-----------------------
ROSS A. LOVE
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
CORPAS INVESTMENTS, INC.
1640 5TH STREET, #218
SANTA MONICA, CALIFORNIA 90401
--------------------------------------------------
(Name and address of agent for service)
(310) 392-5640
-------------------------------------------------------------
(Telephone number, including area code, of agent for service)
Copy to:
Randolph H. Fields, Esq.
Greenberg Traurig, P.A.
111 North Orange Avenue, 20th Floor
Orlando, Florida 32801
(407) 420-1000
-------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================== ========================= ========================= ========================= ==================
Proposed maximum Proposed
Title of securities Amount to be offering price maximum aggregate Amount of
to be registered registered per share (1) offering price (1) registration fee
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock, 400,000
$.001 par value................ shares $1.50 $600,000 $158.40
================================== ========================= ========================= ========================= ==================
</TABLE>
(1) The registration fee was computed at the option exercise price in
accordance with Rule 457(h).
<PAGE> 2
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant hereby incorporates by reference into this Registration
Statement the following documents or portions thereof as indicated:
(a) the Registrant's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1999;
(b) the Registrant's Definitive Proxy Statement dated March 30,
2000 relating to a Special Meeting of Shareholders held on
April 21, 2000;
(c) the Registrant's Current Report on Form 8-K/A filed on
March 3, 2000 amending the Registrant's Current Report on
Form 8-K filed December 9, 1999;
(d) the Registrant's Current Report on Form 8-K filed March 21,
2000;
(e) the description of the Registrant's Common Stock filed as a
part of the Registrant's Registration Statement on Form 10-SB
under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") (File No. 000-30100).
In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated herein by reference and to
be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the Common Stock offered hereby will be passed upon
for the Registrant by Greenberg Traurig, P.A., 111 N. Orange Avenue, 20th
Floor, Orlando, Florida 32801. Attorneys who are partners or employed by
Greenberg Traurig, P.A. own directly or indirectly 1,213,000 shares of
Registrant's common stock.
The financial statements and schedules incorporated by reference in
this Prospectus and elsewhere in this Registration Statement have been audited
by Meeks, Dorman & Company, P.A., independent certified public accountants, to
the extent and for the periods indicated in their report, and are included
herein in reliance upon the authority of said firm as experts in accounting and
auditing in giving such reports.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant has authority under Section 607.0850 of the Florida
Business Corporation Act to indemnify its directors, officers, employees and
agents to the extent provided in such statute. Under the Florida Business
Corporation Act, a director is not personally liable for monetary damages to
the corporation or any other person for any statement, vote, decision, or
failure to act unless (i) the director breached or failed to perform his duties
as a director and (ii) a director's breach of, or failure to perform, those
duties constitutes (1) a violation of the criminal law, unless the director had
reasonable cause to believe his conduct was lawful or had no reasonable cause
to believe his conduct was unlawful, (2) a transaction from which the director
derived an improper personal benefit, either directly or indirectly, (3) a
circumstance under which an unlawful distribution is made, (4) in a derivative
proceeding, conscious disregard for the best interest of the corporation or
willful misconduct, or (5) in a non-derivative proceeding, recklessness or an
act or omission which was committed in bad faith or with malicious purpose or
in a manner exhibiting wanton and willful disregard of human rights, safety, or
property. A corporation may purchase and maintain insurance on behalf of any
director of officer against any liability asserted against him and incurred by
him in his capacity or arising out of his status as a director, whether or not
the corporation would have the power to indemnify him against such liability
under the Florida Business Corporation Act.
The Registrant's Articles of Incorporation, as amended provide that:
(a) to the fullest extent permitted by law, no director or officer of the
Registrant shall be personally liable to the Registrant or its shareholders for
damages for breach of any duty owed to the Registrant or its shareholders; and
(b) the Registrant shall have the power, in its by-laws or in any resolution of
2
<PAGE> 3
its shareholders or directors to undertake to indemnify the officers and
directors of Registrant against any contingency or peril as may be determined
to be in the best interest of Registrant, and in conjunction therewith, to
procure, at Registrant's expense, policies of insurance. In addition, the
Registrant maintains directors' and officers' liability insurance under which
Registrant's directors and officers are insured against loss (as defined in the
policy) as a result of claims brought against them for their wrongful acts in
such capacities.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "1933 Act") may be permitted to
directors, officers or controlling persons of Registrant, pursuant to the
foregoing provisions or otherwise, Registrant has been advised that, in the
opinion of the Securities and Exchange Commission (the "Commission"), such
indemnification is against public policy as expressed in the 1933 Act, and is
therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
See "Exhibit Index" on page 5.
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to 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;
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.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
3
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Boca Raton, State of Florida on May 10,
2000.
CORPAS INVESTMENTS, INC.
By: /s/ Ross A. Love
------------------------------------
Ross A. Love
Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Ross A. Love and Edward Z. Estrin
his true and lawful attorneys-in-fact, each acting alone, with full powers of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments, including any
post-effective amendments, to this Registration Statement, and to file the
same, with exhibits thereto, and other documents to be filed in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorneys-in-fact or their substitutes, each acting
alone, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Ross A. Love Chairman, Chief Executive Officer and Director May 10, 2000
- --------------------------------------- (principal executive officer)
Ross A. Love
/s/ Edward Z. Estrin Director and Chief Financial Officer (principal May 10, 2000
- --------------------------------------- financial and accounting officer)
Edward Z. Estrin
/s/ Gene Fein President and Director May 10, 2000
- ---------------------------------------
Gene Fein
/s/ D. Lawrence Ribley Director May 10, 2000
- ---------------------------------------
D. Lawrence Ribley
/s/ Marvin Scaff Director May 10, 2000
- ---------------------------------------
Marvin Scaff
</TABLE>
4
<PAGE> 5
EXHIBIT INDEX
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NO.
- ------ ----------- --------
4.1 Registrant's Articles of Incorporation (1)
4.2 Registrant's Amendment to Articles of Incorporation (1)
4.3 Registrant's Bylaws (2)
5.1 Opinion of Greenberg Traurig, P.A.
23.1 Consent of Meeks, Dorman & Company, P.A.
23.2 Consent of Greenberg Traurig, P.A. (contained in its
opinion filed as Exhibit 5.1 hereto)
24 Power of Attorney is included in the Signatures section of
this Registration Statement
99.1 Consulting Services Agreement by and between John Clayton
and Registrant
99.2 Stock Option Agreement for John Clayton
99.3 2000 Equity Incentive Compensation Plan (3)
- ------------
(1) Incorporated by reference to Exhibit 3.1 filed with the Registrant's
Registration Statement on Form 10-SB (No. 000-30100).
(2) Incorporated by reference to Exhibit 3.2 filed with the Registrant's
Registration Statement on Form 10-SB (No. 000-30100).
(3) Incorporated by reference to Registrant's definitive proxy statement
dated March 30, 2000 relating to a special shareholders' meeting
held on April 21, 2000.
5
<PAGE> 1
EXHIBIT 5.1
OPINION AND CONSENT OF GREENBERG TRAURIG, P.A.
May 10, 2000
Corpas Investments, Inc.
1640 5th Street, Suite 218
Santa Monica, CA 90405
Gentlemen:
You have requested our opinion in connection with the Registration
Statement on Form S-8 (the "Registration Statement") of Corpas Investments,
Inc., a Florida corporation (the "Company"), relating to the registration of
400,000 shares (the "Shares") of common stock, par value $.001 per share, of
the Company, issuable upon exercise of a stock option by a consultant, which
option was granted to the consultant under the Company's 2000 Equity Incentive
Compensation Plan (the "Plan").
We have made such examination of the corporate records and proceedings
of the Company and have taken such further action as we deemed necessary or
appropriate to the rendering of our opinion herein.
Based on the foregoing, we are of the opinion that the Shares, when
issued and sold as contemplated in the Registration Statement, will be validly
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement and to the
reference to our firm under the heading "Interests of Named Experts and Counsel"
therein. In giving such consent, we do not admit that we come within the
category of persons whose consent is required by Section 7 of the Securities Act
or the rules and regulations promulgated thereunder.
Sincerely,
/s/ GREENBERG TRAURIG, P.A.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this Form S-8 registration statement of our
report dated April 6, 2000, included in Corpas Investments, Inc.'s Annual
Report on Form 10-KSB for the fiscal year ended December 31, 1999 (File No.
000-30100), and to all references to our Firm included in this registration
statement.
Orlando, Florida,
May 10, 2000 /s/ Meeks, Dorman & Company, P.A.
<PAGE> 1
EXHIBIT 99.1
CONSULTING AND SERVICES AGREEMENT
THIS CONSULTING AGREEMENT ("Agreement"), dated May 2, 2000, and effective as of
January 5, 2000, is made between John Clayton, an individual ("Consultant"),
whose address is 525 South 300 East, Salt Lake City, Utah 84111, and Corpas
Investments, Inc., a Florida corporation ("Client"), having its principal place
of business at 2931 3rd Street, Santa Monica, California 90405.
WHEREAS, Consultant has knowledge and expertise in the management of internet
companies, including development of business opportunities, and information
about publicly traded companies, the use of the media known as the Internet,
and the evaluation of company operations; and
WHEREAS, Consultant desires to be engaged by Client to provide information,
evaluation and consulting services to the Client in his area of knowledge and
expertise on the terms and subject to the conditions set forth herein; and
WHEREAS, Client is a publicly held corporation with its common stock shares
trading on the Over the Counter Bulletin Board under the symbol "CPIM," and
desires to further develop its business and properly managing its existing
e-businesses; and
WHEREAS, Client desires to engage Consultant to provide information, evaluation
and consulting services to Client in his area of knowledge and expertise on the
terms and subject to the conditions set forth herein.
NOW THEREFORE, in consideration for those services Consultant provides to
Client, the parties agree as follows:
1. Services of Consultant.
Consultant agrees to continue to perform for the Client such services
and consulting related to management of the operation of client, and
the evaluation that the company's operations, as well as the
coordination of expansion of business operations and analysis of
expansion opportunities. Consulting services include, but are not
limited to, providing information, evaluation, and analysis with
regard to the operation and expansion of such business.
2. Consideration.
Subject to applicable securities laws and approval by the Company's
Board of Directors, the Consultant shall receive an option to purchase
an aggregate of 400,000 (Four Hundred Thousand) shares of common stock
of the Company (the "Option") pursuant to the Company's 2000 Equity
Incentive Compensation Plan (the "Plan"), which Plan is attached
hereto as Attachment A. Such Option shall be registered pursuant to
Securities and Exchange Commission Form S-8 and shall vest
immediately. The exercise price shall be $1.50, the fair market value
of the Company's Common Stock at the Effective Date of this Agreement,
as determined by the Company's Board of Directors.
3. Confidentiality
Each party agrees that during the course of this Agreement,
information that is confidential or of a proprietary nature may be
disclosed to the other party, including, but not limited to, product
and business plans, software, technical processes and formulas, source
codes, product designs, sales, advertising relationships, projections
and marketing data ("Confidential Information"). Confidential
Information shall not include information that the receiving party can
demonstrate (a) is, as of the time of its disclosure, or thereafter
becomes part of the public domain through a source other than the
receiving party, (b) was known to the receiving party as of the time
of its disclosure, (c) is independently developed by the receiving
party, or (d) is subsequently learned from a third party not under a
confidentiality obligation to the providing party.
<PAGE> 2
4. Indemnification.
(a) Client
Client agrees to indemnify, defend, and shall hold harmless Consultant
and/or his agents, and to defend any section [sic] brought against
said parties with respect to any claim, demand, cause of action, debt
or liability, including reasonable attorneys' fees to the extent that
such action is based upon a claim that: (i) is true, (ii) would
constitute a breach of any of Client's representations, warranties, or
agreements hereunder, or (iii) arises out of the negligence or willful
misconduct of Client.
(b) Consultant
Consultant agrees to indemnify, defend, and shall hold harmless
Client, its directors, employees and agents, and defend any action
brought against same with respect to any claim, demand, cause of
action, debt or liability, including reasonable attorneys' fees, to
the extent that such an action arises out of the gross negligence or
willful misconduct of Consultant.
(c) Notice
In claiming any indemnification hereunder, the indemnified party shall
promptly provide the indemnifying party with written notice of any
claim, which the indemnified party believes falls within the scope of
the foregoing paragraphs. The indemnified party may, at its expense,
assist in the defense if it so chooses, provided that the indemnifying
party shall control such defense, and all negotiations relative to the
settlement of any such claim. Any settlement intended to bind the
indemnified party shall not be final without the indemnified party's
written consent, which shall not be unreasonably withheld.
6. Termination and Renewal.
(a) Term.
This Agreement shall become effective on the date appearing next to
the signatures below and terminate one (1) year thereafter. Unless
otherwise agreed upon in writing by Consultant and Client, this
Agreement shall not automatically be renewed beyond its Term.
(b) Termination.
Either party may terminate this Agreement on thirty (30) calendar days
written notice, or if prior to such action, the other party materially
breaches any of its representations, warranties or obligations under
this Agreement. Except as may be otherwise provided in this Agreement,
such breach by either party will result in the other party being
responsible to reimburse the non-defaulting party for all costs
incurred directly as a result of the breach of this Agreement, and
shall be subject to such damages as may be allowed by law including
all attorneys' fees and costs of enforcing this Agreement.
(c) Termination and Payment.
Upon any termination or expiration of this Agreement, Client shall pay
all unpaid and outstanding fees through the effective date of
termination or expiration of this Agreement. And upon such
termination, Consultant shall provide and deliver to Client any and
all outstanding services due through the effective date of this
Agreement.
<PAGE> 3
8. Miscellaneous.
(a) Independent Contractor.
This Agreement establishes an "independent contractor" relationship
between Consultant and Client.
(b) Rights Cumulative; Waivers.
The rights of each of the parties under this Agreement are cumulative.
The rights of each of the parties hereunder shall not be capable of
being waived or varied other than by an express waiver or variation in
writing. Any failure to exercise or any delay in exercising any of
such rights shall not operate as a waiver or variation of that or any
other such right. Any defective or partial exercise of any of such
rights shall not preclude any other or further exercise of that or any
other such right. No act or course of conduct or negotiation on the
part of any party shall in any way preclude such party from exercising
any such right or constitute a suspension or any variation of any such
right.
(c) Benefit; Successors Bound.
This Agreement and the terms, covenants, conditions, provisions,
obligations, undertakings, rights, and benefits hereof, shall be
binding upon, and shall insure to the benefit of, the undersigned
parties and their heirs, executors, administrators, representatives,
successors, and permitted assigns.
(d) Entire Agreement
This Agreement contains the entire agreement between the parties with
respect to the subject matter hereof. There are no promises,
agreements, conditions, undertakings, understanding, warranties,
covenants or representations, oral or written, express or implied,
between them with respect to this Agreement or the matters described
in this Agreement, except as set forth in this Agreement. Any such
negotiations, promises, or understandings shall not be used to
interpret or constitute this Agreement.
(e) Assignment.
Neither this Agreement not any other benefit to accrue hereunder shall
be assigned or transferred by either party, either in whole or in
part, without the written consent of the other party, and purported
assignment in violation hereof shall be void.
(f) Amendment.
This Agreement may be amended only by an instrument in writing
executed by all the parties hereto.
(g) Severability.
Each part of this Agreement is intended to be severable. In the event
that any provision of this Agreement is found by any court or other
authority of competent jurisdiction to be illegal or unenforceable,
such provision shall be severed or modified to the extent necessary to
render it enforceable and as so severed or modified this Agreement
shall continue in full force and effect.
(h) Section Headings.
The Section headings in this Agreement are for reference purposes only
and shall not affect in any way the meaning or interpretation of this
Agreement.
<PAGE> 4
(i) Construction.
Unless the context otherwise requires, when used herein, the singular
shall be deemed to include the plural, the plural shall be deemed to
include each of the singular, and pronouns of one or no gender shall
be deemed to include the equivalent pronoun of the other or no gender.
(j) Further Assurances.
In addition to the instruments and documents to be made, executed and
delivered pursuant to this Agreement, the parties hereto agree to
make, execute and deliver or cause to be made, executed and delivered,
to the requesting party such other instruments and to take such other
actions as the requesting party may reasonably require to carry out
the terms of this Agreement and the transactions contemplated hereby.
(k) Notices.
Any notice which is required or desired under this Agreement shall be
given in writing and may be sent by personal delivery or by mail
(either a. United States mail, postage prepaid or b. Federal Express
or similar generally recognized overnight carrier), addressed as
follows (subject to the right to designate a different address by
notice similarly given):
To Client:
Corpas Investments, Inc.
Attention: Ross Love
2931 3rd Street
Santa Monica, California 90405
To Consultant:
Mr. John Clayton
PO Box 2033
Salt Lake City, Utah 84054
(l) Governing Law.
This Agreement shall be governed by the interpreted in accordance with
the laws of the State of Utah without reference to its conflicts of
laws, rules or principles. Each of the parties consents to the
exclusive jurisdiction of the federal courts of the State of Utah in
connection with any dispute arising under this Agreement and hereby
waives, to the maximum extent permitted by law, any objection,
including any objection based on forum non coveniens, to the bringing
of any such proceeding in such jurisdictions.
(m) Consents.
The person signing this Agreement on behalf of each party represents
and warrants that he has the necessary power, consent and authority to
execute and deliver this Agreement on behalf of such party.
(n) Execution in Counterparts.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original and all of which together shall
constitute one and the same agreement.
<PAGE> 5
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and
have agreed to and accepted the terms herein on this date, appearing next to
their signatures.
CORPAS INVESTMENTS, INC.
By: /s/ Ross Love
--------------------------
Name: Ross Love
Title: CEO
/s/ John Clayton
- ----------------------------
JOHN CLAYTON
<PAGE> 1
EXHIBIT 99.2
CORPAS INVESTMENTS, INC.
STOCK OPTION AGREEMENT
FOR
JOHN CLAYTON
AGREEMENT
1. Grant of Option. Corpas Investments, Inc. (the "Company")
hereby grants, as of May 10, 2000, to John Clayton (the "Optionee") an option
(the "Option") to purchase up to 400,000 shares of the Company's Common Stock,
$.001 par value per share (the "Shares"), at an exercise price per share equal
to $1.50. The Option shall be subject to the terms and conditions set forth
herein. The Option was issued pursuant to the Company's 2000 Equity Incentive
Compensation Plan (the "Plan"), which is incorporated herein for all purposes.
The Option is a nonqualified stock option, and not an Incentive Stock Option.
The Optionee hereby acknowledges receipt of a copy of the Plan and agrees to be
bound by all of the terms and conditions hereof and thereof and all applicable
laws and regulations.
2. Definitions. Unless otherwise provided herein, terms used
herein that are defined in the Plan and not defined herein shall have the
meanings attributed thereto in the Plan.
3. Exercise Schedule. Except as otherwise provided in Sections 6
of this Agreement, or in the Plan, the Option is exercisable in full. The
Option may be exercised by the Optionee, in whole or in part, at any time or
from time to time prior to the expiration of the Option as provided herein.
4. Method of Exercise. This Option shall be exercisable in whole
or in part by written notice to the Company which shall state the election to
exercise the Option, the number of Shares in respect of which the Option is
being exercised, and such other representations and agreements as to the
holder's investment intent with respect to such Shares as may be required by
the Company pursuant to the provisions of the Plan. Such written notice shall
be signed by the Optionee and shall be delivered in person or by certified mail
to the Secretary of the Company. The written notice shall be accompanied by
payment of the exercise price. This Option shall be deemed to be exercised
after both (a) receipt by the Company of such written notice accompanied by the
exercise price and (b) arrangements that are satisfactory to the Committee in
its sole discretion have been made for Optionee's payment to the Company of the
amount that is necessary to be withheld in accordance with applicable Federal
or state withholding requirements. No Shares will be issued pursuant to the
Option unless and until such issuance and such exercise shall comply with all
relevant provisions of applicable law, including the requirements of any stock
exchange upon which the Shares then may be traded.
5. Method of Payment. Payment of the exercise price shall be by
cash or check.
6. Termination of Option.
(a) Any unexercised portion of the Option shall
automatically and without notice terminate and become null and void on the
fifth anniversary of the date as of which the Option is granted.
7. Transferability. The Option granted hereby is not
transferable otherwise than by will or under the applicable laws of descent and
distribution, and during the lifetime of the Optionee the Option shall be
exercisable only by the Optionee, or the Optionee's guardian or legal
representative. In addition, the Option shall not be assigned, negotiated,
pledged or hypothecated in any way (whether by operation of law or otherwise),
and the Option shall not be subject to execution, attachment or similar
process. Upon any attempt to transfer, assign, negotiate, pledge or hypothecate
the Option, or in the event of any levy upon the Option by reason of any
execution, attachment or similar process contrary to the provisions hereof, the
Option shall immediately become null and void.
<PAGE> 2
8. No Rights of Stockholders. Neither the Optionee nor any
personal representative (or beneficiary) shall be, or shall have any of the
rights and privileges of, a stockholder of the Company with respect to any
shares of Stock purchasable or issuable upon the exercise of the Option, in
whole or in part, prior to the date of exercise of the Option.
9. No Right to Continued Employment. Neither the Option nor this
Agreement shall confer upon the Optionee any right to continued employment or
service with the Company.
10. Law Governing. This Agreement shall be governed in accordance
with and governed by the internal laws of the State of Florida.
11. Interpretation / Provisions of Plan Control. This Agreement
is subject to all the terms, conditions and provisions of the Plan, including,
without limitation, the amendment provisions thereof, and to such rules,
regulations and interpretations relating to the Plan adopted by the Committee
or the Board as may be in effect from time to time. If and to the extent that
this Agreement conflicts or is inconsistent with the terms, conditions and
provisions of the Plan, the Plan shall control, and this Agreement shall be
deemed to be modified accordingly. The Optionee accepts the Option subject to
all the terms and provisions of the Plan and this Agreement. The undersigned
Optionee hereby accepts as binding, conclusive and final all decisions or
interpretations of the Committee or the Board upon any questions arising under
the Plan and this Agreement.
12. Notices. Any notice under this Agreement shall be in writing
and shall be deemed to have been duly given when delivered personally or when
deposited in the United States mail, registered, postage prepaid, and
addressed, in the case of the Company, to the Company's Secretary at 1640 5th
Street, # 218, Santa Monica, California 90401, or if the Company should move
its principal office, to such principal office, and, in the case of the
Optionee, to the Optionee's last permanent address as shown on the Company's
records, subject to the right of either party to designate some other address
at any time hereafter in a notice satisfying the requirements of this Section.
13. Tax Consequences. Set forth below is a brief summary as of
the date of this Option of some of the federal tax consequences of exercise of
this Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY
INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. OPTIONEE
SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE
SHARES.
(a) Exercise of Option. There may be a regular federal
income tax liability upon the exercise of the Option. The Optionee will be
treated as having received compensation income (taxable at ordinary income tax
rates) equal to the excess, if any, of the fair market value of the Shares on
the date of exercise over the Exercise Price. If Optionee is an employee, the
Company will be required to withhold from Optionee's compensation or collect
from Optionee and pay to the applicable taxing authorities an amount equal to a
percentage of this compensation income at the time of exercise.
(b) Disposition of Shares. If Shares are held for at
least one year, any gain realized on disposition of the Shares will be treated
as long-term capital gain for federal income tax purposes.
14. Counterparts. This agreement may be signed in multiple
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
<PAGE> 3
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the 10th day of May, 2000.
COMPANY:
CORPAS INVESTMENTS, INC.
By: /s/ Gene Fein
----------------------------------
Gene Fein, President
Optionee acknowledges receipt of a copy of the Plan and represents
that he or she is familiar with the terms and provisions thereof, and hereby
accepts this Option subject to all of the terms and provisions thereof.
Optionee has reviewed the Plan and this Option in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Option, and
fully understands all provisions of the Option.
Dated: OPTIONEE:
By: /s/ John Clayton
----------------------------------
John Clayton
