<PAGE>
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
/X/ Preliminary proxy statement /_/ Confidential, for Use of the Commission
/_/ Definitive proxy statement Only, (as permitted by Rule 14a-6(e)(2))
/_/ Definitive additional materials
/_/ Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
EBONY & GOLD VENTURES, INC.
(Name of Registrant as Specified In Its Charter)
EBONY & GOLD VENTURES, INC.
(Name of Person(s) Filing Proxy Statement)
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 transaction applies:
N.A.
(2) Aggregate number of securities to which transaction applies: N.A.
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: N.A.
(4) Proposed maximum aggregate value of transaction: N.A.
(5) Total fee paid: N.A.
/_/ Fee paid previously with preliminary materials.
/_/ Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid: N.A.
(2) Form, Schedule or Registration Statement no.: N.A.
(3) Filing party: N.A.
(4) Date filed: N.A.
<PAGE>
Vancouver, British Columbia
February 26, 2000
Dear Shareholders:
You are cordially invited to attend the Ebony & Gold Ventures, Inc.
Special Meeting of Shareholders to be held on Tuesday, March 7, 2000 at 10:00
a.m. (Pacific daylight time) at the offices of Preston Gates & Ellis LLP, 701
Fifth Avenue, Suite 5000, Seattle, Washington 98104. Directions to Preston Gates
& Ellis LLP are available upon request by calling 206/623-7580.
The matters to be acted upon are described in the accompanying Notice
of Special Meeting and Proxy Statement.
YOUR VOTE IS VERY IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND, IT IS
IMPORTANT THAT YOUR SHARES BE REPRESENTED. PLEASE SIGN, DATE, AND MAIL THE
ENCLOSED PROXY CARD AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE PREPAID ENVELOPE
IN ORDER TO ENSURE THAT YOUR VOTE IS COUNTED. IF YOU ATTEND THE MEETING, YOU
WILL, OF COURSE, HAVE THE RIGHT TO VOTE YOUR SHARES IN PERSON.
Very truly yours,
/s/ Joel Dumaresq
PRESIDENT
<PAGE>
EBONY & GOLD VENTURES, INC.
Suite 2000
1177 West Hastings Street
Vancouver, BC V6E 2K3
Canada
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 7, 2000
NOTICE DATE: FEBRUARY 26, 2000
To the Shareholders:
The Special Meeting of the Shareholders of Ebony & Gold Ventures, Inc., a
Nevada corporation, will be held at the offices of Preston Gates & Ellis LLP,
701 Fifth Avenue, Suite 5000, Seattle, Washington 98104, on Tuesday, March 7,
2000, at 10:00 a.m. (Pacific daylight time) for the following purposes:
1. To amend the Company's Articles of Incorporation to change the name of the
Company to "booktech.com, inc."
2. To amend the Company's Articles of Incorporation to create a class of
preferred stock in such series and with such rights, privileges and
preferences as the Board of Directors may determine from time to time.
3. To amend Section 3 of the Company's Bylaws to increase the authorized
number of directors on the Company's Board of Directors to seven (7).
4. To approve the adoption, by the Company's Board of Directors, of the
Company's 2000 Stock Option Plan.
Only shareholders of record at the close of business on February 26,
2000 will be entitled to notice of, and to vote at, the Special Meeting and
any adjournments thereof.
The Company's Proxy Statement is submitted herewith.
By Order of the Board of Directors
/s/ Joel Dumaresq
SECRETARY
Vancouver, British Columbia
February 26, 2000
YOUR VOTE IS IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE URGED TO DATE AND SIGN
THE ENCLOSED PROXY CARD AND RETURN IT AS PROMPTLY AS POSSIBLE IN THE ENCLOSED
STAMPED AND ADDRESSED ENVELOPE IN ORDER THAT THE PRESENCE OF A QUORUM MAY BE
ASSURED. THE GIVING OF SUCH PROXY DOES NOT AFFECT YOUR RIGHT TO REVOKE IT LATER
OR VOTE YOUR SHARES IN PERSON IN THE EVENT THAT YOU SHOULD ATTEND THE MEETING.
<PAGE>
EBONY & GOLD VENTURES, INC.
Suite 2000
1177 West Hastings Street
Vancouver, BC V6E 2K3
Canada
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
MARCH 7, 2000
This Proxy Statement is furnished by the Board of Directors of Ebony
& Gold Ventures, Inc., a Nevada corporation (the "Company"), to the holders
of Common Stock, $0.001 par value, of the Company (the "Common Stock") in
connection with the solicitation of proxies by the Board of Directors for use
at the Special Meeting of Shareholders of the Company (the "Special
Meeting"), to be held at 10:00 a.m. (Pacific daylight time) on Tuesday, March
7, 2000, at the offices of Preston Gates & Ellis LLP, 701 Fifth Avenue, Suite
5000, Seattle, Washington 98104, and at any adjournment thereof. Directions
to Preston Gates & Ellis LLP are available upon request by calling
206/623-7580.
A proxy delivered pursuant to this solicitation is revocable at the
option of the person giving the same at any time before it is exercised. A
proxy may be revoked, prior to its exercise, by another instrument or
transmission revoking the proxy or a properly created proxy bearing a later
date is filed with or transmitted to the Secretary of the Company or another
person or persons appointed by the Company to count the votes of shareholders
and determine the validity of proxies and ballots. Attendance at the Special
Meeting, in and of itself, will not constitute a revocation of a proxy.
Unless previously revoked, the shares represented by the enclosed proxy will
be voted in accordance with the shareholder's directions if the proxy is duly
executed and returned prior to the Special Meeting.
The presence in person or by proxy of holders of record of a
majority of the shares entitled to vote at the Special Meeting is required to
constitute a quorum for the transaction of business at the Special Meeting.
Under Nevada law, if a quorum is present at the Special Meeting, action by a
matter other than the election of directors is approved if the number of
votes cast in favor of the action exceeds the number of votes cast in
opposition to the action. Under the Bylaws of the Company, a change in the
authorized number of directors on the Board of Directors must be adopted by
the vote of a majority of the outstanding shares entitled to vote.
This Proxy Statement and the enclosed proxy card are first being mailed
to shareholders on or about February 26, 2000.
The expense of preparing, printing, and mailing this Proxy Statement
and the proxies solicited hereby will be borne by the Company. In addition to
the use of the mails, proxies may be solicited by directors, officers, and other
employees of the Company, without additional remuneration, in person, or by
telephone, telegraph or facsimile transmission. Where appropriate, the Company
will request brokerage firms, banks, nominees, custodians, and fiduciaries to
forward proxy materials to the beneficial owners of shares of Common Stock as of
the record date and will provide reimbursement for the cost of forwarding the
proxy materials in accordance with customary practice. Your cooperation in
promptly signing and returning the enclosed proxy card will help to avoid
additional expense.
At February 16, 2000, the Company had outstanding 2,100,000 shares of
Common Stock, and there were no shares of any other class of stock outstanding.
Each share of Common Stock entitles the holder thereof to one vote. Only
shareholders of record at the close of business on February 26, 2000 (the
"Record Date"), will be entitled to notice of, and to vote at, the Special
Meeting.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table lists, as of February 16, 2000, the security
ownership of (i) all persons known by the Company to own beneficially 5% or more
of Common Stock; (ii) all executive officers; and (iii) each director of the
Company.
<TABLE>
<CAPTION>
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Name and Address of Amount and Nature of
Title of Class Beneficial Owner Beneficial Owner Percent of Class
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
<S> <C> <C> <C>
Common Stock Denise E. Cordova 500,000 shares 23.81%
17817 San Rafael Street
Fountain Valley, CA 92908
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Common Stock Mark Horey 350,000 shares 16.67%
8212 Neptune Beach
Las Vegas, NV 89128
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Common Stock Tricia A. Willis 600,000 shares 28.57%
8087 S. Yosemite Street
#1602
Lone Tree, CO 80124
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Common Stock Joel Dumaresq, 0 Shares 0.0%
President/Secretary/
Director
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
</TABLE>
The Company is not aware of any material proceedings to which any
director, executive officer or affiliate of the Company or any security holder,
including any owner of record or beneficially of more than 5% of any class of
the Company's voting securities, is a party adverse to the Company or has a
material interest adverse to the Company.
The Company is not aware of any material pending legal proceedings to
which any director or officer of the Company is a party or of which any of their
property is the subject.
AMENDMENT OF ARTICLES OF INCORPORATION
TO CHANGE NAME OF COMPANY
The shareholders are asked to approve an amendment to the Articles of
Incorporation to change the name of the Company to "booktech.com, inc."
VOTE REQUIRED. In order to approve the amendment to the Articles of
Incorporation to change the name of the Company to "booktech.com, inc.", the
number of votes cast by the shareholders in favor of the action must exceed the
number of votes cast in opposition to the action. THE BOARD OF DIRECTORS
RECOMMENDS A VOTE FOR THE PROPOSAL.
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<PAGE>
AMENDMENT TO ARTICLES OF INCORPORATION
TO AUTHORIZE SERIES OF PREFERRED STOCK
The Board of Directors unanimously approved and recommend that the
Company's shareholders consider and approve an amendment to Article IV of the
Company's Articles of Incorporation that would authorize a series of preferred
stock, $0.00042 par value, with the right conferred upon the Board of Directors
to set the dividend, voting, conversion, liquidation and other rights as well as
such redemption or sinking fund provisions and the qualifications, limitations
and restrictions with respect thereto of such preferred stock as they may
determine from time to time (the "New Preferred Stock"). If the shareholders
approve this proposal, the number of shares of New Preferred Stock available for
issuance would be 5,000,000 shares.
Under its existing Articles of Incorporation, the Company is not
authorized to issue any preferred stock (or any other class of capital stock
other than Common Stock). The creation of the New Preferred Stock has been
recommended by the Board of Directors to provide the Board of Directors with the
necessary flexibility to issue preferred stock in connection with acquisitions,
merger transactions or financings without the expense and delay incidental to
obtaining shareholder approval of an amendment to the Articles of Incorporation
at the time of such action, except as may be required for a particular issuance
by applicable law or by the rules of any stock exchange or trading system on
which the Company's securities may then be listed.
The New Preferred Stock may be used for such purposes as raising
additional capital or the financing of an acquisition or business
combination. Such shares would, however, be available for issuance without
further action by the shareholders, unless otherwise required by applicable
law. There will be no public trading market for the New Preferred Stock until
such time as: (i) a registration statement with respect to such shares filed
by the Company with the SEC under the Securities Act of 1933, as amended (the
"Securities Act"), or the Exchange Act becomes effective; and (ii) such
shares become listed on a national securities exchange or on a National
Association of Securities Dealers trading system. The Company does not
presently contemplate registering the shares of New Preferred Stock under the
Securities Act or the Exchange Act.
If authorized, the New Preferred Stock may be issued in one or more
series, the terms of which may be determined at the time of issuance by the
Board of Directors, without further action by the Company's shareholders, and
may include voting rights (including the right to vote as a series on particular
matters), preferences as to dividends and liquidation, conversion and redemption
rights and sinking fund provisions. The issuance of any New Preferred Stock
could affect the rights of the holders of Common Stock and therefore reduce the
value of the Common Stock and make it less likely that holders of Common Stock
would receive a premium upon a sale of their shares of Common Stock. In
particular, specific rights granted to future holders of New Preferred Stock
could be issued to restrict the Company's ability to merge with or sell its
assets to a third party, which could have the effect of delaying or preventing a
change of control of the Company and may adversely affect the rights of holders
of Common Stock.
This proposal is not part of any plan by the Company to adopt a series
of amendments to its Articles of Incorporation or Bylaws so as to render the
takeover of the Company more difficult. Moreover, the Company is not submitting
this proposal to enable it to frustrate any efforts by another party to acquire
a controlling interest or to seek representation on the Board of Directors.
The Board of Directors believes that the proposed amendment to Article
IV of the Articles of Incorporation will provide several long-term advantages to
the Company and its shareholders. The passage of this proposal would enhance the
Company's ability to pursue acquisitions or enter into transactions which the
Board of Directors believe provide the potential for growth and profit. If the
shares of New Preferred Stock are available, transactions dependent upon the
issuance of preferred stock will be less likely to be undermined by delays and
uncertainties
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<PAGE>
occasioned by the need to obtain Shareholder authorization for one or more
series of new preferred stock prior to consummation of such transactions. The
ability to issue shares of preferred stock, as the Board of Directors determines
from time to time to be in the Company's best interests, will also permit the
Company to avoid the extra expenses which would be incurred in holding special
shareholders meetings solely to approve the creation of one or more series of
preferred stock.
If this proposal is adopted, the Articles of Incorporation will be
amended to delete Article IV in its entirety and replace the same with the
following:
ARTICLE IV.
SECTION 4.01 - NUMBER AND CLASS. The total number of shares of capital
stock which the corporation shall have authority to issue is Fifty-Nine
Million Five Hundred Twenty-Three Thousand Eight Hundred Ten
(59,523,810), shares of the par value of $0.00042 each, divided into
(a) Fifty-Four Million Five Hundred Twenty-Three Thousand Eight Hundred
Ten (54,523,810) shares of common stock (the "Common Stock") and (b)
Five Million (5,000,000) shares of preferred stock (the "Preferred
Stock"). The Common Stock may be issued from time to time without
action by the stockholders. The Common Stock may be issued for such
consideration as may be fixed from time to time by the Board of
Directors. There is hereby expressly vested in the Board of Directors
the authority to fix in the resolution or resolutions providing for the
issue of each series of Preferred Stock, the voting power and the
designations, preferences and relative, participating, optional or
other rights of each such series, and the qualifications, limitations
or restrictions thereof. Shares of Preferred Stock may be issued from
time to time in one or more series as may from time to time be
determined by the Board of Directors, each such series to be distinctly
designated.
VOTE REQUIRED. In order to approve the amendment to the Articles of
Incorporation to create a class of preferred stock in such series and with such
rights, privileges and preferences as the Board of Directors may determine from
time to time, the number of votes cast by the shareholders in favor of the
action must exceed the number of votes cast in opposition to the action. THE
BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL.
AMENDMENT OF ARTICLES OF INCORPORATION
TO INCREASE AUTHORIZED BOARD MEMBERS
The Company's Articles of Incorporation provide that the Company shall
initially have one (1) director and that the number may be changed by a duly
adopted amendment to the Bylaws of the Company. Section 3 of the Company's
Bylaws provides that the Company is authorized to have three (3) directors until
such number is changed by a duly adopted amendment to the Articles of
Incorporation or by an amendment to the Bylaws adopted by the vote or written
consent of holders of a majority of the outstanding shares entitled to vote. The
shareholders are asked to approve an amendment to Section 3 of the Bylaws to
increase the authorized number of directors on the Company's Board of Directors
to seven (7).
VOTE REQUIRED. The amendment to Section 3 of the Bylaws of the Company
to increase the authorized number of the directors on the Company's Board of
Directors must be approved by the vote of a majority of the outstanding shares
entitled to vote. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL.
ADOPTION OF STOCK OPTION PLAN
The shareholders are asked to approve adoption of the Company's 2000
Stock Option Plan (the "2000 Stock Option Plan"), attached hereto as EXHIBIT A.
A general description of some of the basic features of the 2000 Stock Option
Plan is presented below. The following discussion is a summary only and
reference is made to the full text of the 2000 Stock Option Plan. To the extent
of any inconsistency between the description below and the 2000 Stock Option
Plan, the terms of the 2000 Stock Option Plan will govern.
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<PAGE>
SUMMARY OF 2000 STOCK OPTION PLAN
The 2000 Stock Option Plan provides for the grant of incentive stock
options to employees and nonqualified stock options to employees, members of the
Board of Directors or other governing body, independent consultants or advisors.
The Company has reserved 5,000,000 shares of its Common Stock for issuance
pursuant to the 2000 Stock Option Plan. The 2000 Stock Option Plan will not
extend beyond a date ten years from the date of its adoption by the Board of
Directors, provided that any stock options to purchase shares duly granted prior
to such date are exercisable pursuant to the terms of such stock options and the
terms of the 2000 Stock Option Plan.
When an option is granted under the 2000 Stock Option Plan, the Board
of Directors or a committee thereof, acting as administrator of the 2000 Stock
Option Plan, at its discretion, specifies the option price, the expiration dates
and other material conditions upon which the options may be exercised, and the
number of shares of Common Stock which may be purchased upon exercise of the
option. The exercise price of incentive stock options granted under the 2000
Stock Option Plan must be at least 110% of the fair market value of the
underlying shares on the date of the grant of the option, if it is granted to a
person who owns stock possessing more than 10% of the total combined voting
power of all classes of capital stock of the Company ("10% Shareholder"), and at
least 100% of the fair market value of such shares on the date of grant of the
option, if it is granted to any other eligible person. The option cannot be
exercisable more than five years from the date of grant in the case of incentive
stock options granted to a 10% Shareholder and ten years from the date of grant
in case of any other incentive stock option. Unless otherwise specified in the
applicable option agreement, an option will vest over a four-year period
according to the following schedule: 25% after one year of continuous employment
or service with the Company from the date the option is granted and an
additional 25% after each one year period of continuous service or employment
completed thereafter.
An option becomes and remains exercisable to the extent provided in the
option agreement evidencing such option and in the 2000 Stock Option Plan.
Unless the option agreement provides otherwise, options granted under the 2000
Stock Option Plan which have vested, may be exercised within ninety days of the
termination of the optionee's relationship with the Company, unless such
relationship ceases for "cause" as defined in any employment or consulting
agreement between the Company and optionee or, if there shall be no such
employment or consulting agreement, for Cause (as defined in the 2000 Stock
Option Plan), Disability (as defined in the 2000 Stock Option Plan) or death,
and unless the option terminates or expires sooner. In case of termination for
"cause" as defined in any employment or consulting agreement between the Company
and optionee or for Cause as defined in the 2000 Stock Option Plan, the option
automatically terminates. In case of termination for Disability or death, the
option is exercisable for a period of one year following such termination, but
not later than the end of the term of the option. In the event of certain Change
of Control Events (as defined in the 2000 Stock Option Plan) or dissolution of
the Company, vesting of an option may accelerate to allow the optionee to
conditionally purchase optioned shares. Vesting will not accelerate with respect
to an option, however, if: (1) in the opinion of the Company's outside
accountants, it would render unavailable "pooling of interest" accounting for a
Change of Control Event that would otherwise qualify for such accounting
treatment; (2) the option is either to be assumed by the successor or purchasing
corporation or parent thereof or to be replaced with a comparable award, as
determined by the Company's Board of Directors, for the purchase of shares of
the capital stock of the successor corporation in connection with the Change of
Control Event; or (3) the option is to be replaced with a cash incentive program
of the successor corporation that preserves the spread existing at the time of
the Change of Control Event and provides for subsequent payout in accordance
with the same vesting schedule applicable to such option.
Under present law, an optionee will not realize any taxable income on
the date a nonqualified stock option is granted to the optionee pursuant to the
2000 Stock Option Plan. Upon exercise of the nonqualified stock option, however,
the optionee will realize, in the year of exercise, ordinary income to the
extent of the difference between the option price and the fair market value of
the Company's Common Stock on the date of exercise. Upon the sale of the shares,
any resulting gain or loss will be treated as capital gain or loss. The Company
will be entitled to a tax deduction in its fiscal year in which nonqualified
stock options are exercised, equal to the amount of compensation required to be
included as ordinary income by those optionees exercising such options.
Incentive stock options granted pursuant to the 2000 Stock Option Plan
are intended to qualify for favorable tax treatment to the optionee under Code
Section 422. Under Code Section 422, an employee realizes no taxable income when
the incentive stock option is granted. If the employee has been an employee of
the Company or any
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subsidiary at all times from the date of grant until three months before the
date of exercise, the employee will realize no taxable income when the option is
exercised. If the employee does not dispose of shares acquired upon exercise for
a period of two years from the granting of the incentive stock option and one
year after receipt of the shares, the employee may sell the shares and report
any gain as capital gain. The Company will not be entitled to a tax deduction in
connection with either the grant or exercise of an incentive stock option. If
the employee should dispose of the shares prior to the expiration of the
two-year or one-year periods described above, the employee will be deemed to
have received compensation taxable as ordinary income in the year of the early
sale in an amount equal to the lesser of (i) the difference between the fair
market value of the Company's Common Stock on the date of exercise and the
option price of the shares, or (ii) the difference between the sale price of the
shares and the option price of shares. In the event of such an early sale, the
Company will be entitled to a tax deduction equal to the amount recognized by
the employee as ordinary income. The foregoing discussion ignores the impact of
the alternative minimum tax, which may particularly be applicable to the year in
which an incentive stock option is exercised.
VOTE REQUIRED. In order to approve the adoption of the 2000 Stock
Option Plan, the number of votes cast by the shareholders in favor of the action
must exceed the number of votes cast in opposition to the action. THE BOARD OF
DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL.
EBONY & GOLD VENTURES, INC.
By Order of the Board of Directors
/s/ Joel Dumaresq
SECRETARY
Vancouver, British Columbia
February 25, 2000
6
<PAGE>
EXHIBIT A
BOOKTECH.COM, INC.
2000 STOCK OPTION PLAN
ADOPTED: __________________, 2000
1. INTRODUCTIONS AND DEFINITIONS
1.1 THE PLAN
This 2000 Stock Option Plan (hereinafter, this "Plan") establishes the
right of and procedures for booktech.com, inc. (the "Company") to grant stock
options to its employees, consultants and/or directors. This Plan provides for
the granting of two types of options, namely (1) Incentive Stock Options, as
defined and governed by Section 422 of the Internal Revenue Code of 1986, as
amended, and (2) Nonqualified Stock Options. This Plan sets forth provisions
applicable to both types of options, to Incentive Stock Options only and to
Nonqualified Stock Options only.
1.2 DEFINITIONS
Capitalized terms used in this Plan shall have the following meanings:
"ACT" means the Securities Act of 1933, as from time to time amended,
or any replacement act or legislation.
"BOARD" means the Board of Directors of the Company.
"CAUSE" means dishonesty, fraud, misconduct, unauthorized use or
disclosure of confidential information or trade secrets, any act of disloyalty
to the Company or any current or future subsidiary of the Company, or conviction
or confession of a crime punishable by law (except minor violations), in each
case as determined by the Board, whose determination shall be conclusive and
binding.
"CHANGE OF CONTROL EVENT" means a merger, consolidation, or sale of
assets, as the case may be and as described in Subsections (1) and (2) of
Section 2.5(a).
"CODE" means the Internal Revenue Code of 1986, as amended.
"COMMITTEE" means a committee appointed by the Board, pursuant to
Section 2.3 hereof, to administer the provisions of this Plan and in the absence
of any such committee, references to the Committee shall mean the Board.
"COMPANY" means booktech.com, inc.
"CONSULTANT" means any person engaged by the Company or any current or
future subsidiary of the Company to perform services as a non-employee service
provider, advisor or consultant pursuant to the terms of a written plan or
contract. "Consultants" is the plural of Consultant.
"DIRECTOR" means a member of the Board. "Directors" is the plural of
Director.
"EMPLOYEE" means, for purposes of this Plan, persons continuously
employed by the Company or by any current or future subsidiary of the Company on
a regular basis, whether full-time or part-time, at any time during the duration
hereof. "Employees" is the plural of Employee.
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as from time
to time amended, or any replacement act or legislation.
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"FAIR MARKET VALUE" of the Company's common stock shall be determined
by the Board or (a) if the common stock is listed on the Nasdaq National Market,
the average of the high and low per share sales prices for the common stock as
reported by the Nasdaq National Market for a single trading day or (b) if the
common stock is listed on the New York Stock Exchange or the American Stock
Exchange, the average of the high and low per share sales prices for the common
stock as such price is officially quoted in the composite tape of transactions
on such exchange for a single trading day. If there is no such reported price
for the common stock for the date in question pursuant to items (a) or (b), then
such price on the last preceding date for which such price exists shall be
determinative of the Fair Market Value.
"INCENTIVE STOCK OPTION" means an option issued by the Company to
purchase shares of stock of the Company that meets the definition of "incentive
stock option" contained in Section 422 of the Internal Revenue Code of 1986, as
amended, and that is issued by the Company to be an Incentive Stock Option.
"Incentive Stock Options" is the plural of Incentive Stock Option.
"NONQUALIFIED STOCK OPTION" means an option issued by the Company to
purchase shares of stock of the Company that is not an Incentive Stock Option.
"Nonqualified Stock Options" is the plural of Nonqualified Stock Option.
"OPTION GAIN" means the gain represented by the Fair Market Value on
the date of exercise over the exercise price, multiplied by the number of Shares
purchased by Optionee, without regard to any subsequent decrease or increase in
Fair Market Value.
"OPTIONED SHARES" means Shares subject to a Stock Option.
"OPTIONEE" means the recipient of a Stock Option pursuant to a Stock
Option Agreement. "Optionees" is the plural of Optionee.
"PLAN" means this booktech.com, inc. 2000 Stock Option Plan, which also
may be referred to as the "booktech.com, inc. Stock Option Plan."
"PLAN GUIDELINES" shall mean the guidelines, rules, policies,
regulations, forms of notice and forms of agreements and instruments, if any,
adopted and amended by the Board from time to time with respect to this Plan
pursuant to Section 2.3.
"SHARES" shall mean the Shares of the Company reserved for issuance
under this Plan as further defined in Section 2.2.
"STOCK OPTION" means an agreement entered into by the Company granting
the recipient the right to purchase shares of stock of the Company, at certain
times and under certain conditions, subject to certain obligations and
responsibilities as defined in this Plan and in the written Stock Option
Agreement, whether an Incentive Stock Option or a Nonqualified Stock Option.
"Stock Options" is the plural of Stock Option.
"STOCK OPTION AGREEMENT" means the written contract by which a Stock
Option is granted by the Company to an Optionee. "Stock Option Agreements" is
the plural of Stock Option Agreement.
"SUCCESSOR CORPORATION" has the meaning set forth under Section 2.5(b).
2. GENERAL PROVISIONS APPLICABLE TO BOTH NONQUALIFIED STOCK OPTIONS AND
INCENTIVE STOCK OPTIONS GRANTED BY THE COMPANY.
2.1 OBJECTIVES OF THIS PLAN
The purpose of this Plan is to encourage ownership of common stock of
the Company by Employees and to provide a means of granting Stock Options to
Consultants and Directors. This Plan is intended to provide an incentive to
Employees for maximum effort in the successful operation of the Company and is
expected to benefit the shareholders by enabling the Company to attract and
retain personnel of the best available talent through the
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opportunity to share in the increased value of the Company's shares to which
such personnel have contributed. The benefits of this Plan are not a substitute
for compensation otherwise payable to Employees pursuant to the terms of their
employment.
2.2 STOCK RESERVED FOR THIS PLAN
Subject to the provisions of Section 2.10, the number of shares
reserved for issuance upon the exercise of Stock Options granted under this Plan
shall be 5,000,000 shares of the $0.00042 par value common stock of the Company
(the "Shares"), which Shares shall be reserved from the Company's authorized and
unissued shares. Shares subject to any Stock Option under this Plan which are
not exercised in full or Shares as to which the right to purchase is forfeited
through default or otherwise, shall remain available for other Stock Options
under this Plan. The aggregate number of Shares subject to Stock Options under
this Plan or reserved for issuance by the Board shall not exceed the number
approved by the shareholders at the time of adoption hereof unless such increase
is approved by the Company's shareholders. Such approval shall be by the
affirmative vote of shareholders holding a majority of the issued and
outstanding shares of common stock of the Company entitled to vote at a meeting
called to approve said increase.
2.3 ADMINISTRATION OF THIS PLAN
(a) This Plan shall be administered by the Board, provided that at all
times during which the Company is subject to the periodic reporting requirements
of the Exchange Act each member of the Board who participates in administration
must be a "Non-Employee Director" as that term is defined in Rule 16b-3 of the
Exchange Act.
(b) The Board may appoint a Board committee (the "Committee") to
administer this Plan in the name of the Board. The Board or the Committee so
appointed shall have full power and authority to administer and interpret this
Plan and to adopt, from time to time, such guidelines, rules, policies,
regulations, forms of notice and forms of agreements and instruments for the
administration of this Plan (collectively, "Plan Guidelines") as the Board or
such Committee, as the case may be, deems necessary or advisable. Such powers
include, but are not limited to (subject to the specific limitations described
herein), authority to determine the Employees, Consultants and Directors to be
granted Stock Options under this Plan, to determine the size, type and
applicable terms and conditions of grants to be made to such Employees,
Consultants and Directors, to determine a time when Stock Options will be
granted and to authorize grants to eligible Employees, Consultants and
Directors.
(c) The Board's interpretations of this Plan and all Stock Option
Agreements, including the definitions of terms used herein and in Stock Option
Agreements, and all actions taken and determinations made by the Board
concerning any matter arising under or with respect to this Plan or any Stock
Options granted pursuant to this Plan, shall be final, binding and conclusive on
all interested parties, including the Company, its shareholders and all former,
present and future Employees, Consultants and Directors of the Company. So long
as the Company is not subject to the reporting requirements of the Exchange Act,
the Board may delegate some or all of its power and authority hereunder to the
duly elected officers of the Company, such delegation to be subject to such
terms and conditions as the Board in its discretion shall determine. Such
delegation of authority may be contained in the Plan Guidelines. The Board may,
as to questions of accounting, rely conclusively upon any determinations made by
independent public accountants of the Company.
2.4 ELIGIBILITY; FACTS TO BE CONSIDERED IN GRANTING STOCK
OPTIONS
The Board shall have the authority to determine the persons eligible to
receive a Stock Option, the time or times at which the Optioned Shares may be
purchased and whether all of the Stock Options may be exercised at one time or
in increments.
2.5 RIGHTS OF OPTIONEE IN EVENT OF MERGER, CONSOLIDATION,
SALE OF ASSETS OR DISSOLUTION
(a) Except as provided in Section 2.5(b) hereof, and notwithstanding
anything in this Plan to the contrary, the Optionee may conditionally purchase
the full amount of Optioned Shares for which Stock Options have been granted to
the Optionee and for which the Stock Options have not been exercised under the
following conditions:
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(1) The Optionee may conditionally purchase any or all
Optioned Shares during the period commencing ten (10) days and ending five (5)
days prior to the scheduled effective date of a merger or consolidation (as such
effective date may be delayed from time to time) wherein the Company is not to
be the surviving corporation and the shareholders of the corporation immediately
prior to the merger or consolidation are not to own a majority of the capital
stock of the surviving corporation immediately after the merger or
consolidation, provided such merger or consolidation is not between or among the
Company and other corporations related to or affiliated with the Company;
(2) The Optionee may conditionally purchase any or all
Optioned Shares during the period commencing ten (10) days and ending five (5)
days prior to the scheduled closing date of a sale of all or substantially all
of the assets of the Company (as such closing date may be delayed from time to
time); and
(3) The Optionee may conditionally purchase any or all
Optioned Shares during the period commencing the date the shareholders of the
Company approve the dissolution of the Company and ending five (5) days prior to
the date of filing its Articles of Dissolution.
If the merger, consolidation, sale of assets (collectively, a "Change of Control
Event"), or dissolution, as the case may be and as described in Subsections (1)
through (3) of this Section 2.5(a), once commenced, is canceled or revoked, the
conditional purchase of Shares for which the option to purchase would not have
otherwise been exercisable at the time of said cancellation or revocation, but
for the operation of this Section 2.5, shall be rescinded. With respect to all
other Shares conditionally purchased, the Optionee may rescind such purchase at
Optionee's discretion. If the Change of Control Event does occur or Articles of
Dissolution are filed, as the case may be and as described in Subsections (1)
through (3) of this Section 2.5(a), and the Optionee has not conditionally
purchased all Optioned Shares, all unexercised Stock Options that have not been
assumed pursuant to Section 2.5(b) shall terminate on the effective, closing, or
filing date, as the case may be.
(b) The Optionee shall have no right to purchase shares conditionally
in the event of a Change of Control Event if:
(1) in the opinion of the Company's outside accountants, it
would render unavailable "pooling of interest" accounting for a Change of
Control Event that would otherwise qualify for such accounting treatment; or
(2) such Stock Option is, in connection with the Change of
Control Event, either to be assumed by the successor or purchasing corporation
or parent thereof (the "Successor Corporation") or to be replaced with a
comparable award for the purchase of shares of the capital stock of the
Successor Corporation; or
(3) such Stock Option is to be replaced with a cash incentive
program of the Successor Corporation that preserves the spread existing at the
time of the Change of Control Event and provides for subsequent payout in
accordance with the same vesting schedule applicable to such Stock Option.
The determination of Stock Option comparability shall be made by the Board, and
its determination shall be conclusive and binding.
(c) If the Company shall be the surviving corporation in any merger or
consolidation or is a party to a merger or consolidation which does not
otherwise qualify as a Change of Control Event, any Stock Option granted
hereunder shall pertain and apply to the securities to which a holder of the
number of Shares of common stock subject to the Stock Option would have been
entitled.
(d) The grant of Options will in no way affect the Company's right to
adjust, reclassify, reorganize, or otherwise change its capital or business
structure or to merge, consolidate, dissolve, liquidate or sell or transfer all
or any part of its business or assets.
(e) Nothing herein shall allow the Optionee to purchase Optioned
Shares, the options for which have expired.
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2.6 STOCK OPTION AGREEMENTS; TERMS AND EXPIRATION OF
STOCK OPTIONS
Each Stock Option granted under this Plan shall be pursuant to a
written Stock Option Agreement in a form substantially similar to the form
attached as ANNEX A, which shall designate whether the Stock Option is an
Incentive Stock Option or Nonqualified Stock Option, shall be subject to such
amendment or modification from time to time as the Board shall deem necessary or
appropriate to comply with or take advantage of applicable laws or regulations
and shall contain or be subject to provisions as to the following effect,
together with such other provisions as the Board shall from time to time
approve:
(a) that, subject to the provisions of Section 2.6(b) below, the Stock
Option, as to the whole or any part thereof, may be exercised only by the
Optionee or Optionee's personal representative;
(b) except as may be otherwise permitted pursuant to Section 2.13(c) or
Section 3.3, that neither the whole nor any part of the Stock Option shall be
transferable by the Optionee or by operation of law other than by will of, or by
the laws of descent and distribution applicable to, a deceased Optionee and that
the Stock Option and any and all rights granted to the Optionee thereunder and
not theretofore effectively and completely exercised shall automatically
terminate and expire upon any sale, transfer, or hypothecation or any attempted
sale, transfer, or hypothecation of such rights or upon the bankruptcy or
insolvency of the Optionee or Optionee's estate;
(c) that subject to the foregoing provisions, a Stock Option may be
exercised at different times for portions of the total number of Shares for
which the right to purchase shall have vested provided that such portions are in
multiples of ten (10) shares if the Optionee holds vested Stock Options for
ninety-nine (99) or fewer Shares and otherwise in multiples of one hundred (100)
Shares;
(d) that no Optionee shall have the right to receive any dividend on or
to vote or exercise any right in respect to any Shares unless and until the
certificates for such Shares have been issued to such Optionee;
(e) that the Stock Option shall expire with respect to vested Shares at
the earliest of the following:
(1) The date specified in the Stock Option Agreement;
(2) With respect to any Employee, ninety (90) days after
voluntary or involuntary termination of Optionee's employment for any reason
other than termination as described in Paragraphs (5) or (6) below;
(3) With respect to any Consultant, ninety (90) days after the
earlier of (i) the date either the Company or Optionee notifies the other that
the Company or the Optionee, as the case may be, is terminating the consultant
relationship or (ii) the end of a period of one hundred twenty (120) days during
which the Consultant has not performed any service for the Company, unless in
either case, such termination is pursuant to events described in Paragraphs (5)
or (6) below;
(4) With respect to a Director, ninety (90) days after
resignation or removal from the Board of the Company or other cessation of
service as a director other than cessation of service as described in Paragraphs
(5) or (6) below;
(5) Immediately upon the discharge of Optionee (removal from
the Board, in the case of a Director) for "cause" as defined in any employment
or consulting agreement between the Company and Optionee or, if there shall be
no such employment or consulting agreement, for Cause as defined herein;
(6) Twelve (12) months after Optionee's death or disability;
or
(7) In the event of a Change of Control Event, or the filing
of Articles of Dissolution, as the case may be and as described in Subsections
(1) through (3) of Section 2.5(a), on the date specified in Section 2.5(a).
However, if the Change of Control Event does not occur or if Articles of
Dissolution are not filed, as the case may be and as described in Subsections
(1) through (3) of Section 2.5(a), all Stock Options which are terminated
pursuant to this Subsection (e)(7) shall be reinstated as if no action with
respect to any of said events had
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been contemplated or taken by any party thereto and all Optionees shall be
returned to their respective positions on the date of termination;
(f) that, to the extent a Stock Option Agreement provides for the
vesting of the right to purchase in increments, such vesting shall cease as of
the date of the Optionee's death, disability, or, in the case of any Employee,
voluntary or involuntary termination of Optionee's employment with the Company
for any reason or, in the case of any Consultant, (i) the date either the
Company or Optionee notifies the other that the Company or the Optionee, as the
case may be, is terminating the consultant relationship or (ii) the end of a
period of one hundred twenty (120) days during which the Consultant has not
performed any service for the Company or, in the case of a Director, upon his
resignation or removal from the Board of the Company or other cessation of his
services as a director;
(g) that the time at which or the installments in which the Stock
Option shall become exercisable, is as set forth in the Stock Option Agreement;
provided that if not so set forth in the Stock Option Agreement, the Stock
Option will become exercisable according to the following schedule, which may be
waived or modified by the Board at any time:
<TABLE>
<CAPTION>
Period of Optionee's Continuous Employment or Service
With the Company or Its Subsidiaries From the Date Option Percent of Total Option
Is Granted That Is Exercisable
- --------------------------------------------------------- -------------------------------
<S> <C>
After 1 year 25%
After 2 years 50%
After 3 years 75%
After 4 years 100%
</TABLE>
(h) that the terms of the Stock Option Agreement shall be a contract
between the Company and the Optionee and the specific terms of any Stock Option
Agreement shall govern over the more general terms hereof; and
(i) with respect to Employees, subject to the Plan Guidelines, the
Stock Option Agreement shall not be affected by any changes of duties or
position so long as the Optionee shall continue to be an Employee, subject to
the terms hereof.
2.7 RULE 16b-3 COMPLIANCE
(a) Unless an Optionee could otherwise exercise a Stock Option or
dispose of Shares delivered upon exercise of a Stock Option granted under the
Plan without incurring liability under Section 16(b) of the Exchange Act, at
least six months shall elapse from the date of acquisition of the Stock Option
to the date of disposition of its underlying Shares.
(b) It is the intent of the Company that this Plan comply in all
respects with applicable provisions of Rule 16b-3 or Rule 15a-1(c)(3) under the
Exchange Act in connection with any grant of Stock Options to or other
transaction by an Optionee who is subject to Section 16 of the Exchange Act
(except for transactions exempted under alternative Exchange Act Rules or
acknowledged in writing to be non-exempt by such Optionee). Accordingly, if any
provision of this Plan or any Stock Option Agreement relating to a Stock Option
does not comply with the requirements of Rule 16b-3 or Rule 16a-1(c)(3) as then
applicable to such transaction, such provision will be construed or deemed
amended to the extent necessary to conform to the applicable requirements of
Rule 16b-3 or Rule 16a-1(c)(3) so that such Optionee shall avoid liability under
Section 16(b).
2.8 NOTICE OF INTENT TO EXERCISE STOCK OPTION
The Optionee (or other person or persons, if any, entitled hereunder)
desiring to exercise a Stock Option as to all or part of the Shares covered
thereby shall in writing notify the Company at its principal office, specifying
the number of Optioned Shares to be purchased and, if required by the Company,
representing in form satisfactory to
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<PAGE>
the Company that the Shares are being purchased for investment and not with a
view to resale or distribution. The Company from time to time may issue or
specify to Optionees a written form for use in connection with any such
exercise. With respect to any Shares conditionally purchased pursuant to Section
2.5(a) above and for which such purchase has not been voluntarily or otherwise
rescinded pursuant to Section 2.5(a), the Optionee shall be deemed to have given
to the Company the notice of exercise required by this Section 2.8 as of ten
(10) days prior to the closing or effective date of the Change of Control Event
or the filing of Articles of Dissolution, as the case may be and as described in
Subsections (1) through (3) of Section 2.5(a).
2.9 METHOD OF EXERCISE OF STOCK OPTION
Within ten (10) days after receipt by the Company of the notice
provided in Section 2.8, but not later than the expiration date specified in
Section 2.5(e), the Stock Option shall be exercised as to the number of Shares
specified in the notice by payment by the Optionee to the Company of the amount
specified below in Section 3.2 and Section 4.5, as applicable. Payment of such
purchase price shall be made in cash, or in accordance with procedures for a
"cashless exercise" as the same may have been established from time to time by
the Company and the brokerage firm, if any, designated by the Company to
facilitate exercises of Stock Options and sales of Shares under this Plan. The
Company has no obligation and has made no commitments to establish a procedure
for "cashless exercise". Payment in shares of the Company's common stock shall
be deemed to be the equivalent of payment in cash at the Fair Market Value of
those shares. For purposes of the preceding sentence, "Fair Market Value" shall
be determined by the Board in the same manner as utilized in determining the
Fair Market Value at the time other Stock Options are granted.
2.10 RECAPITALIZATION
The aggregate number of Shares for which Stock Options may be granted
hereunder, the number of Shares covered by each outstanding Stock Option and the
price per Share thereof in each such Stock Option Agreement shall be
proportionately adjusted for an increase or decrease in the number of
outstanding shares of common stock of the Company resulting from a stock split
or reverse split of shares or any other capital adjustment or the payment of a
stock dividend or other increase or decrease in such shares effected without
receipt of consideration by the Company excluding any decrease resulting from a
redemption of shares by the Company. If the adjustment would result in a
fractional Share the Optionee shall be entitled to one (1) additional Share,
provided that the total number of Shares to be granted under this Plan shall not
be increased above the equivalent number of Shares initially allocated or later
increased by approved amendment to this Plan. Any adjustment shall be made by
the Board whose determination shall be final, binding and conclusive.
2.11 SUBSTITUTIONS AND ASSUMPTIONS
The Board shall have the right to substitute, replace, or assume
options in connection with mergers, reorganizations, separations, or other
"corporate transactions" as that term is defined in and said substitutions and
assumptions are permitted by Section 425 of the Code and the regulations
promulgated thereunder. The number of Shares reserved pursuant to Section 2.2
may be increased by the corresponding number of options assumed and, in the case
of a substitution, by the net increase in the number of Shares subject to
options before and after the substitution.
2.12 TERMINAL DATE OF PLAN
This Plan shall not extend beyond a date ten (10) years from the date
of adoption hereof by the Board, provided that any Stock Option to purchase
shares duly granted hereunder prior to such date shall be exercisable pursuant
to its terms and the terms hereof until expiration or earlier termination of
such Stock Option.
2.13 GRANTING OF STOCK OPTIONS
(a) The granting of any Stock Option pursuant to this Plan shall be
entirely in the discretion of the Board and nothing herein contained shall be
construed to give any person any right to participate under this Plan or to
receive any Stock Option under it.
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<PAGE>
(b) The granting of a Stock Option pursuant to this Plan shall not
constitute any agreement or an understanding, express or implied on the part of
the Company or a current or future subsidiary to employ or retain the Optionee
for any specified period.
(c) The Board shall have the authority to grant both transferable Stock
Options and nontransferable Stock Options and to amend outstanding
nontransferable Stock Options to provide for transferability. Each
nontransferable Stock Option intended to qualify under Rule 16b-3 or otherwise
shall provide by its terms that it is not transferable otherwise than by will or
the laws of descent and distribution or, except in the case of Incentive Stock
Options, pursuant to a "qualified domestic relations order" as defined by the
Code and is exercisable, during the Optionee's lifetime, only by the Optionee.
Each transferable Stock Option may provide for such limitations on
transferability and exercisability as the Board may designate at the time the
Stock Option is granted or is otherwise amended to provide for transferability.
2.14 WITHDRAWAL
An Optionee may at any time elect in writing to abandon a Stock Option
with respect to the number of Shares as to which the Stock Option shall not have
been exercised.
2.15 GOVERNMENT REGULATIONS
This Plan and the granting and exercise of any Stock Option hereunder
and the obligations of the Company to sell and deliver Shares under any such
Stock Option shall be subject to all applicable laws, rules and regulations and
to such approvals by any governmental agencies as may be required.
2.16 PROCEEDS FROM SALE OF STOCK
Proceeds of the purchase of Optioned Shares by an Optionee shall be
used for the general business purposes of the Company.
2.17 SHAREHOLDER APPROVAL
This Plan shall be submitted to the shareholders for their approval
within twelve (12) months from the date hereof. The Company may grant Stock
Options prior to such approval which shall be conditioned upon subsequent
shareholder approval.
2.18 COMPLIANCE WITH SECURITIES LAWS
The Board shall have the right to:
(a) require an Optionee to execute, as a condition of exercise of a
Stock Option, a letter evidencing Optionee's intent to acquire the Shares for
investment and not with a view to the resale or distribution thereof;
(b) place appropriate legends upon the certificate or certificates for
the Shares; and
(c) take such other acts as it deems necessary in order to cause the
issuance of Optioned Shares to comply with applicable provisions of state and
federal securities laws.
In furtherance of the foregoing and not by way of limitation thereof,
no Stock Option shall be exercisable unless such Stock Option and the Shares to
be issued pursuant thereto shall be registered under appropriate federal and
state securities laws, or shall be exempt therefrom, in the opinion of the Board
upon advice of counsel to the Company. Each Stock Option Agreement shall contain
adequate provisions to assure that there will be no violation of such laws. This
provision shall in no way obligate the Company to undertake registration of
Stock Options or Shares hereunder. Issue, transfer or delivery of certificates
for Shares pursuant to the exercise of Stock Options may be delayed, at the
discretion of the Board until the Board is satisfied that the applicable
requirements of the federal and state securities laws have been met.
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<PAGE>
The dollar value and number of Stock Options granted under this Plan
are limited pursuant to Rule 701 promulgated by the Securities and Exchange
Commission, which provides an exemption from the registration requirements under
the Act. Any guidelines adopted pursuant to this Plan shall contain the current
limitations specified in said Rule 701 until the Company is registered under the
Act.
2.19 GOLDEN PARACHUTE TAXES
In the event that any amounts paid or deemed paid to an employee under
this Plan are deemed to constitute "excess parachute payments" as defined in
Section 280G of the Code (taking into account any other payments made under this
Plan and any other compensation paid or deemed paid to an employee), or if any
employee is deemed to receive an "excess parachute payment" by reason of his or
her vesting of Options pursuant to Section 2.5 herein, the amount of such
payments or deemed payments shall be reduced (or, alternatively the provisions
of Section 2.5 shall not act to vest options to such employee), so that no such
payments or deemed payments shall constitute excess parachute payments. The
determination of whether a payment or deemed payment constitutes an excess
parachute payment shall be in the sole discretion of the Plan Administrator.
3. PROVISIONS APPLICABLE SOLELY TO NONQUALIFIED STOCK OPTIONS
In addition to the provisions of Section 2 above, the following
paragraphs shall apply to any Stock Options granted under this Plan which are
not Incentive Stock Options.
3.1 OPTION PRICE
The option, or purchase, price of each Share optioned as a Nonqualified
Stock Option under this Plan shall be determined by the Board and set forth in
the Stock Option Agreement.
3.2 METHOD OF EXERCISE OF STOCK OPTION
The amount to be paid by the Optionee upon exercise of a Nonqualified
Stock Option shall be the exercise price provided for in the Stock Option
Agreement, together with the amount of federal, state and local income and FICA
taxes required to be withheld by the Company. If the Company has established
procedures for a "cashless exercise" pursuant to Section 2.9, an Optionee may
elect to pay Optionee's federal, state, or local income and FICA withholding tax
by having the Company withhold shares of Company common stock having a value
equal to the amount required to be withheld. The value of the shares to be
withheld is deemed to equal the Fair Market Value of the shares on the day the
option is exercised. An election by an Optionee to have shares withheld for this
purpose will be subject to the following restrictions:
(a) If an Optionee has received multiple Stock Option grants, a
separate election must be made for each grant;
(b) The election must be made prior to the day the Stock Option is
exercised;
(c) The election will be irrevocable;
(d) The election will be subject to the disapproval of the Board;
(e) If the Optionee is an "officer" of the Company within the meaning
of Section 16 of the Exchange Act ("Section 16") as defined in Rule 16a-1
promulgated by the Securities and Exchange Commission, the election may not be
made within six (6) months following the grant of the Stock Option; and
(f) If the Optionee is an "officer" of the Company within the meaning
of Section 16 as so defined, the election must be made either six (6) months
prior to the day the Stock Option is exercised or during the period beginning on
the third business day following the date of release of the Company's quarterly
or annual summary statement of sales and earnings and ending on the twelfth
(12th) business day following such date.
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<PAGE>
3.3 ASSIGNMENT
The Company may allow limited assignment rights for the gifting by
Optionee of rights hereunder to vested Nonqualified Stock Options, on terms to
be determined by the Board from time to time.
4. PROVISIONS APPLICABLE SOLELY TO INCENTIVE STOCK OPTIONS
In addition to the provisions of Section 2 above, the following
paragraphs shall apply to any Stock Options granted under this Plan which are
Incentive Stock Options.
4.1 CONFORMANCE WITH INTERNAL REVENUE CODE
Stock Options granted under this Plan which are "Incentive Stock
Options" shall conform to, be governed by and be interpreted in accordance with
Section 422 of the Code and any regulations promulgated thereunder and
amendments to the Code and Regulations. Only Employees may be granted Incentive
Stock Options hereunder--Consultants and non-employee Directors may NOT receive
Incentive Stock Options hereunder.
4.2 OPTION PRICE
The option, or purchase, price of each Share optioned as an Incentive
Stock Option under this Plan shall be determined by the Board at the time of the
action for the granting of the Stock Option and set forth in the Stock Option
Agreement, but shall not, in any event, be less than the Fair Market Value of
the Company's common stock on the date of grant.
4.3 LIMITATION ON AMOUNT OF INCENTIVE STOCK OPTION
The aggregate Fair Market Value of the Optioned Shares, as determined
on the date of grant, vesting in any one calendar year with respect to which an
Employee has the right to purchase (under this Plan or any other plan of the
Company which authorizes Incentive Stock Options) shall not exceed $100,000; and
to the extent any Stock Option purporting to be an Incentive Stock Option grants
an Employee the right to purchase Optioned Shares with an aggregate Fair Market
Value vesting in any one calendar year in excess of $100,000, as so determined
(under this Plan or any other plan of the Company which authorizes Incentive
Stock Options), shall be deemed a Nonqualified Stock Option for such excess
amount.
4.4 LIMITATION ON GRANTS TO SUBSTANTIAL SHAREHOLDERS
It is the Company's intent that it will not grant Incentive Stock
Options to any Employee who, immediately prior to the grant of a Stock Option
hereunder, owns stock in the Company representing more than ten percent (10%) of
the voting power of all classes of stock of the Company, unless the per share
option price specified by the Board for the Incentive Stock Options granted such
an Employee is at least one hundred ten percent (110%) of the Fair Market Value
of the Company's stock on the date of grant and such Stock Option, by its terms,
is not exercisable after the expiration of five (5) years from the date such
Stock Option is granted. Any Stock Option that by its terms purports to be an
Incentive Stock Option that is issued to an Employee who owns stock in the
Company representing more than ten percent (10%) of the voting power of all
classes of stock of the Company that does not have an exercise price of at least
one hundred ten percent (110%) of the Fair Market Value of the Company's stock
on the date of grant or that is, by its terms, exercisable after the expiration
of five (5) years from the date such Stock Option is granted, shall be deemed a
Nonqualified Stock Option.
4.5 METHOD OF EXERCISE OF STOCK OPTION
The amount to be paid by the Optionee upon exercise of an Incentive
Stock Option shall be the purchase price per share provided for in the Stock
Option Agreement.
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5. TERMINATION AND AMENDMENT
This Plan, the Plan Guidelines and all rules and regulations adopted in
respect hereof may be terminated, suspended, or amended at any time by a
majority vote of the Board, provided that no such action shall adversely affect
any material rights of Optionees granted under this Plan prior to such action
without the consent of such Optionees and provided further that to the extent
required for compliance with Section 422 of the Code or any applicable law or
regulation, shareholder approval will be required for any amendment that will
(a) increase the total number of shares as to which Options may be granted under
the Plan, (b) modify the class of persons eligible to receive Options, or (c)
otherwise require shareholder approval under any applicable law or regulation.
The Board may amend the terms and conditions of outstanding Stock Options,
provided, however, that (i) no such amendment would be materially adverse to the
holders of such Stock Options without their consent, (ii) no such amendment
shall extend the period for exercise of a Stock Option, and (iii) the amended
terms of a Stock Option would be permitted under this Plan. Any change or
adjustment to an outstanding Incentive Stock Option shall not, without the
consent of the Optionee, be made in a manner so as to constitute a
"modification" that would cause such Incentive Stock Option to fail to continue
to qualify as an Incentive Stock Option.
6. FOREIGN EMPLOYEES
Without amending this Plan, the Board may grant Stock Options to
eligible Employees who are foreign nationals on such terms and conditions
different from those specified in this Plan as may in the judgment of the Board
be necessary or desirable to foster and promote achievement of the purposes of
this Plan, and, in furtherance of such purposes the Board may make such
modifications, amendments, procedures, subplans, and the like as may be
necessary or advisable to comply with the provisions of the laws in other
countries in which the Company operates or has Employees.
7. REGISTRATION, LISTING AND QUALIFICATION OF SHARES
Each Stock Option shall be subject to the requirement that if at any
time the Board shall determine that the registration, listing, or qualification
of the Shares covered thereby upon any securities exchange or under any foreign,
federal, state, or local law, or the consent or approval of any governmental
regulatory body, is necessary or desirable as a condition of, or in connection
with, the granting of such Stock Option or the purchase of shares thereunder, no
such Stock Option may be exercised unless and until such registration, listing,
qualification, consent, or approval shall have been effected or obtained free of
any condition not acceptable to the Board. Any person exercising a Stock Option
shall make such representations and agreements and furnish such information as
the Board may request to assure compliance with the foregoing or any other
applicable legal requirements.
8. NO RIGHTS TO STOCK OPTIONS OR EMPLOYMENT; NO RESTRICTIONS
No Employee or other person shall have any claim or right to be granted
a Stock Option under this Plan. Having received a Stock Option under this Plan
shall not give an Employee or other person any right to receive any other grant
or Stock Option under this Plan. An Optionee shall have no rights to or interest
in any Stock Option except as set forth herein. Neither this Plan nor any action
taken hereunder shall be construed as giving any Employee any right to be
retained in the employ of the Company or any Consultant or Director any right to
be retained or engaged by the Company, or otherwise in any way affect any right
and power of the Company to terminate the employment or engagement of any
Employee, Consultant or Director at any time with or without assigning a reason
therefor. Nothing in this Plan shall restrict the Company's rights to adopt
other option plans pertaining to any or all of the Employees, Consultants or
Directors covered under this Plan or other Employees, Consultants or Directors
not covered under this Plan.
Each Stock Option granted hereunder may be affected, with regard to
both vesting schedule and termination, by leaves of absence, a reduction in the
number of hours worked, partial disability and other changes in Optionee's
Employee, Consultant or Director status, as the case may be. The Company's
policies in such matters shall be contained in the Plan Guidelines adopted by
the Board. The Plan Guidelines and the guidelines, rules, policies and
regulations contained therein may be amended at any time and from time to time
by the Board or the Committee, in its sole discretion and with or without
notice. Optionee's rights hereunder or under any Stock Option
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<PAGE>
granted hereunder at any time shall be governed by the Plan Guidelines in effect
at the time of any change in Optionee's employment status as contemplated above.
9. COSTS AND EXPENSES
Except as provided herein with respect to the payment of taxes, all
costs and expenses of administering this Plan shall be borne by the Company and
shall not be charged to any grant or any Optionee receiving a grant.
10. PLAN UNFUNDED
This Plan shall be unfunded. Except for the Board's reservation of a
sufficient number of authorized shares to the extent required by law to meet the
requirements of this Plan, the Company shall not be required to establish any
special or separate fund or to make any other segregation of assets to assure
payment of any grant under this Plan.
11. GOVERNING LAW
This Plan shall be governed by and construed in accordance with the
laws of the State of Washington (without regard to the legislative or judicial
conflict of laws rules of any state), except to the extent superseded by federal
law.
12. SEVERABILITY
In the event any provision of this Plan or any Stock Option Agreement
is found to be invalid or unenforceable, such provision shall be deemed reformed
to the extent necessary to render it valid and enforceable. The invalidity or
unenforceability of any provision in this Plan or any Stock Option Agreement
shall not in any way affect the validity or enforceability of any other
provision of this Plan or the Stock Option Agreement, as the case may be and
this Plan and the Stock Option Agreement shall be construed in all respects as
if such invalid or unenforceable provision had never been included.
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<PAGE>
ANNEX A
Stock Option No. ______
BOOKTECH, INC. (THE "COMPANY")
STOCK OPTION AGREEMENT FOR PURCHASE OF STOCK
We are pleased to inform you that the Company has granted to you, as
the individual named below (the "Optionee"), this Stock Option. This Stock
Option Agreement is a contract between you and the Company. It grants to you
certain defined rights, at certain times and under certain conditions, to
purchase shares of the Company's common stock, and in exchange you accept
certain obligations and responsibilities, as described below and in the
Company's 2000 Stock Option Plan (the "Plan") and the attached Terms and
Conditions.
FOR VALUABLE CONSIDERATION, the Company does hereby grant to the
Optionee, as of the Date of Option Grant specified below, the right and option
to purchase the number of shares of common stock of the Company specified below
(the "Option Shares") for the Exercise Price Per Share specified below, and the
right to purchase the Option Shares under this Stock Option Agreement shall
accrue and vest according to the Vesting Schedule specified below:
<TABLE>
<CAPTION>
<S> <C>
---------------------------- -------------------------------------
NAME OF OPTIONEE:
---------------------------- -------------------------------------
---------------------------- -------------------------------------
TYPE OF OPTION:
---------------------------- -------------------------------------
---------------------------- -------------------------------------
NUMBER OF OPTION SHARES:
---------------------------- -------------------------------------
---------------------------- -------------------------------------
EXERCISE PRICE PER SHARE:
---------------------------- -------------------------------------
---------------------------- -------------------------------------
DATE OF OPTION GRANT:
---------------------------- -------------------------------------
---------------------------- -------------------------------------
TERM OF OPTION: __ YEARS FROM DATE OF OPTION GRANT
---------------------------- -------------------------------------
---------------------------- -------------------------------------
VESTING SCHEDULE:
---------------------------- -------------------------------------
</TABLE>
EXECUTED as of the Date of Option Grant.
booktech, inc.
By
-----------------------------------
Its
----------------------------------
BY SIGNING BELOW AND ENTERING INTO THIS STOCK OPTION
AGREEMENT, OPTIONEE AGREES TO THE TERMS HEREOF AND ALL
OBLIGATIONS AND RESPONSIBILITIES AS DESCRIBED IN THE PLAN AND
THE ATTACHED TERMS AND CONDITIONS.
OPTIONEE
-----------------------, as Optionee
<PAGE>
TERMS AND CONDITIONS OF STOCK OPTION AGREEMENT
STOCK OPTIONS ARE SUBJECT TO THE TERMS HEREOF AND OF
THE COMPANY'S 2000 STOCK OPTION PLAN ("PLAN").
CAPITALIZED TERMS USED IN THIS STOCK OPTION AGREEMENT (THIS
"AGREEMENT"), IF NOT OTHERWISE DEFINED, HAVE THE MEANINGS
GIVEN THEM IN THE PLAN.
1. a. Any Option Shares which become purchasable ("vest") but
are not purchased on a vesting date or anniversary date, as the case may be,
may be purchased on any subsequent date, provided all options for the
purchase of Option Shares must be exercised within the time periods specified
in Section 2 below.
b. Optionees shall have conditional purchase rights in the
event of any Change of Control Event or liquidation as described in the Plan.
2. All UNVESTED options shall expire upon any termination of Optionee's
employment with or provision of services to the Company for any reason, whether
voluntary or involuntary, or upon the death or disability of Optionee, as more
fully described in the Plan.
Subject to the terms hereof, all VESTED options (i.e., options for
which the right to purchase has accrued) shall expire at the earliest of the
following:
a. The earlier of the end of the Term of Option specified on
the first page of this Agreement or ten (10) years from the Date of Option Grant
specified on the first page of this Agreement;
b. If Optionee is or becomes an Employee, ninety (90) days
after voluntary or involuntary termination of Optionee's employment other than
termination as described in Paragraphs (e) or (f) below;
c. If Optionee is or becomes a Consultant, ninety (90) days
after the earlier of (i) the date either the Company or Optionee notifies the
other that the Company or the Optionee, as the case may be, is terminating the
consultant relationship or (ii) the end of a period of one hundred twenty (120)
days during which the Consultant has not performed any service for the Company,
unless in either case, such termination is pursuant to events described in
Paragraphs (e) or (f) below;
d. If Optionee is a Director, ninety (90) days after
resignation or removal from the Board of the Company or other cessation of
service as a director other than cessation of service as described in Paragraphs
(e) or (f) below;
e. Upon discharge of Optionee (removal from the Board, in the
case of a Director) for "cause" as defined in any employment or consulting
agreement between the Company and Optionee or, if there shall be no such
employment or consulting agreement, for Cause, as defined in the Plan;
f. Twelve (12) months after Optionee's death or disability; or
g. In the event of a Change of Control Event or dissolution as
described in the Plan. However, if the Change of Control Event or dissolution,
as the case may be and as described in the Plan, is not finalized, all options
which are terminated pursuant to this Subsection (g) shall be reinstated as
described in the Plan.
Optionee agrees that all vested and unvested options granted pursuant
to this Stock Option shall expire in accordance with the provisions of this
paragraph 2 following involuntary or voluntary termination of Optionee's
employment with, engagement by or services to the Company, as applicable, for
any reason. Optionee hereby waives the right to recover as damages any vested or
unvested stock options which expire according to this paragraph 2. This waiver
shall include, but not be limited to, damages related to any claims Optionee may
have against the Company to which Optionee may be entitled by virtue of
employment with the Company or the termination of Optionee's employment, such as
claims arising under any federal, state or local law relating to employment
rights and/or benefits and any other legal or equitable grounds.
3. This Stock Option may be exercised at different times for portions
of the total number of Option Shares for which the right to purchase shall have
accrued and vested hereunder, provided that such portions are in multiples of
ten (10) shares if the Optionee holds vested portions for
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<PAGE>
ninety-nine (99) or fewer shares and otherwise in multiples of one hundred (100)
shares.
4. This Stock Option shall be adjusted for recapitalizations, stock
splits, stock dividends and the like as described in the Plan.
5. This is not an employment contract and while the benefits, if any,
of this Stock Option may be an incident of the Optionee's employment with or
provision of services to the Company, the terms and conditions of such
employment or provision of services are otherwise wholly independent hereof.
6. Neither this Stock Option nor any right under this Agreement is
assignable and rights under this Agreement may be exercised only by the Optionee
or a person to whom the rights under this Agreement shall pass by will or the
laws of descent and distribution.
7. The Optionee shall indicate Optionee's intention to exercise this
Stock Option with respect to vested Option Shares by notifying the Company in
writing of such intention in the form of the Notice of Exercise attached hereto
as EXHIBIT A, indicating the number of Option Shares Optionee intends to
purchase and, within ten (10) days thereafter, paying to the Company an amount
sufficient to cover the total option price of such Option Shares together with
the amount of federal, state and local income and FICA taxes required to be
withheld by the Company, if any, as provided in the Plan. Payment of the
Exercise Price Per Share specified on the first page of this Agreement shall be
made in cash or in accordance with such procedures for a "cashless exercise" as
may be established from time to time by the Company and the brokerage firm, if
any, designated by the Company to facilitate exercises of Stock Options and
sales of Option Shares under the Plan.
8. If the Optionee, immediately prior to the grant of an Incentive
Stock Option hereunder, owns stock in the Company representing more than ten
percent (10%) of the voting power of all classes of stock of the Company, the
Exercise Price Per Share specified on the first page of this Agreement for
Incentive Stock Options granted hereunder shall be not less than one hundred ten
percent (110%) of the Fair Market Value of the Company's common stock on the
Date of Option Grant specified on the first page of this Agreement and such
Incentive Stock Option shall not be exercisable after the expiration of five (5)
years from said Date of Option Grant and notwithstanding any pricing or vesting
terms hereof which appear at variance with the foregoing, all pricing and
vesting terms hereof shall be deemed hereby to conform with the foregoing
limitations. In lieu of the foregoing, the Optionee may elect to have a Stock
Option that purports to be an Incentive Stock Option treated as a Non-Qualified
Stock Option pursuant to the original terms of this Agreement.
9. Notwithstanding the foregoing, no Stock Option shall be exercisable
and rights under this Agreement are not enforceable, unless and until all
requirements imposed by or pursuant to Section 2.18 of the Plan are satisfied.
SECTION 2.18 OF THE PLAN DESCRIBES CERTAIN IMPORTANT CONDITIONS
RELATING TO FEDERAL AND STATE SECURITIES LAWS THAT MUST BE SATISFIED BEFORE THIS
OPTION CAN BE EXERCISED AND BEFORE THE COMPANY CAN ISSUE ANY OPTION SHARES TO
THE OPTIONEE. AT THE PRESENT TIME THE PLAN IS NOT REGISTERED AND, ALTHOUGH
SHARES MAY BE ISSUED UPON EXERCISE, THE SHARES SO ISSUED ARE NOT FREELY
TRADABLE.
THERE CAN BE NO ASSURANCE THAT THE EXEMPTION(S) ALLOWING ISSUANCE OF
THE SHARES UPON EXERCISE WILL REMAIN AVAILABLE, NOR IS THERE ASSURANCE THAT
ISSUED SHARES WILL BE REGISTERED OR THAT ONCE REGISTERED THE REGISTRATION WILL
BE MAINTAINED. IF THE SHARES ARE NOT REGISTERED OR IF THE REGISTRATION IS NOT
MAINTAINED, THE OPTIONEE WILL NOT BE ABLE TO TRADE SHARES OBTAINED UPON EXERCISE
OF THIS STOCK OPTION UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE. AT THE
PRESENT TIME, EXEMPTIONS FROM REGISTRATION UNDER FEDERAL AND STATE SECURITIES
LAWS ARE VERY LIMITED AND MIGHT BE UNAVAILABLE TO THE OPTIONEE PRIOR TO THE
EXPIRATION OF THIS OPTION. AS A CONSEQUENCE OF THE FOREGOING, THE OPTIONEE MIGHT
NOT HAVE AN OPPORTUNITY TO EXERCISE THIS OPTION
3
<PAGE>
AND TO RECEIVE OPTION SHARES UPON SUCH EXERCISE AND, IF THE OPTIONEE IS ABLE TO
EXERCISE THIS OPTION AND TO RECEIVE OPTION SHARES UPON SUCH EXERCISE, THE
OPTIONEE MIGHT NOT HAVE THE OPPORTUNITY TO TRADE SUCH OPTION SHARES.
10. NO RIGHTS TO STOCK OPTIONS OR EMPLOYMENT; NO RESTRICTIONS
Neither Optionee nor any other person shall have any claim or right to
be granted a Stock Option under the Plan. Having received a Stock Option under
the Plan shall not give Optionee any right to receive any other grant or option
under the Plan. Optionee shall have no rights to or interest in any Option
except as set forth herein, in the Plan, or in another Option specifically
granted by the Company to Optionee. Neither this Option, the Plan, nor any
action taken hereunder or under the Plan shall be construed as giving any
Employee, Consultant or Director any right to be retained in the employ of, or
be engaged as a Consultant to, or serve as a Director of, the Company, as the
case may be, or otherwise in any way affect any right and power of the Company
to terminate the employment or engagement of any Employee, Consultant or
Director at any time with or without assigning a reason therefor. Nothing in the
Plan restricts the Company's rights to adopt other option plans pertaining to
any or all of the Employees, Consultants or Directors covered under the Plan or
other Employees, Consultants or Directors not covered under the Plan.
THIS AGREEMENT AND THE STOCK OPTION REPRESENTED HEREBY MAY BE AFFECTED,
WITH REGARD TO BOTH VESTING SCHEDULE AND TERMINATION, BY LEAVES OF ABSENCE, A
REDUCTION IN THE NUMBER OF HOURS WORKED, PARTIAL DISABILITY AND OTHER CHANGES IN
OPTIONEE'S EMPLOYEE, CONSULTANT OR DIRECTOR STATUS, AS THE CASE MAY BE. THE
COMPANY'S POLICIES IN SUCH MATTERS, IF ANY, SHALL BE CONTAINED IN THE PLAN
GUIDELINES ADOPTED BY THE BOARD. THE PLAN GUIDELINES AND THE RULES, POLICIES AND
REGULATIONS CONTAINED THEREIN MAY BE AMENDED AT ANY TIME AND FROM TIME TO TIME
BY THE BOARD OF DIRECTORS OF THE COMPANY, OR THE COMMITTEE APPOINTED BY SUCH
BOARD, IN ITS SOLE DISCRETION AND WITH OR WITHOUT NOTICE. OPTIONEE'S RIGHTS
HEREUNDER OR UNDER THE PLAN AT ANY TIME SHALL BE GOVERNED BY THE PLAN GUIDELINES
IN EFFECT AT THE TIME OF ANY CHANGE IN OPTIONEE'S STATUS AS CONTEMPLATED ABOVE.
11. The Stock Option represented by this Agreement is granted pursuant
to and is controlled by the Plan and by the Plan Guidelines, if any, as adopted
by the Board and amended from time to time. Optionee, by execution hereof,
acknowledges receipt of the Plan and the Plan Guidelines as they currently exist
and acceptance of the terms and conditions of the Plan, the Plan Guidelines and
of this Agreement.
12. If any provision of this Agreement is held to be unenforceable for
any reason, it shall be modified rather than voided, if possible, in order to
achieve the intent of the parties to this option to the extent possible. In any
event, all other provisions of this Agreement shall be deemed valid and
enforceable to the full extent.
4
<PAGE>
EXHIBIT A
NOTICE OF EXERCISE
OF
STOCK OPTION
TO: BOOKTECH.COM, INC. (the "Company")
The undersigned hereby exercises Stock Option No. _______, granted on
__________, _____, by the Company pursuant to its 2000 Stock Option Plan, to
purchase __________ Shares of Common Stock of the Company at a price of
$________ per Share, for a total purchase price of $________.
THE SHARES ARE BEING ACQUIRED BY THE UNDERSIGNED FOR INVESTMENT
PURPOSES ONLY AND NOT WITH ANY PRESENT INTENTION TO TRANSFER OR DISTRIBUTE THE
SAME.
By this exercise, the undersigned agrees (i) to provide for the payment
by the undersigned to the Company (in the manner designated by the Company) of
the Company's withholding obligation, if any, relating to the exercise of the
foregoing Stock Option and (ii) if this exercise relates to an Incentive Stock
Option, to notify the Company in writing within fifteen (15) days after the date
of any disposition of any of the Shares of Common Stock issued upon exercise of
the foregoing Stock Option that occurs within two (2) years after the date of
grant of such Stock Option or within one (1) year after such Shares of Common
Stock are issued upon exercise of the foregoing Stock Option.
- -------------------------------- ---------------------------------------
DATE SIGNATURE
---------------------------------------
PRINT NAME
<PAGE>
PROXY
FOR SPECIAL MEETING OF THE SHAREHOLDERS
EBONY & GOLD VENTURES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Joel Dumaresq (the "Proxy") with full
power of substitution, as proxy to vote the shares which the undersigned is
entitled to vote at the Special Meeting of the Company to be held at the offices
of Preston Gates & Ellis LLP, 701 Fifth Avenue, Suite 5000, Seattle, Washington
98104, on Tuesday, March 7, 2000 at 10:00 a.m. and at any adjournments thereof.
/_/ FOR /_/ AGAINST /_/ ABSTAIN Proposal to amend the Company's Articles of
Incorporation to change name to "booktech.com, inc."
/_/ FOR /_/ AGAINST /_/ ABSTAIN Proposal to amend the Company's Articles of
Incorporation to create a class of preferred stock in such series and with
such rights, privileges and preferences as the Board of Directors may
determine from time to time.
/_/ FOR /_/ AGAINST /_/ ABSTAIN Proposal to amend the Company's Bylaws to
increase the authorized number of directors on the Board of Directors to
seven (7).
/_/ FOR /_/ AGAINST /_/ ABSTAIN Proposal to approve the adoption, by the
Company's Board of Directors, of the Company's 2000 Stock Option Plan.
This proxy when properly signed will be voted and will be voted in the
manner directed herein by the undersigned shareholder. IF NO DIRECTION IS MADE,
THIS PROXY WILL BE VOTED FOR THE PROPOSAL.
------------------------------
Signature
------------------------------
Signature, if held jointly
Dated: , 2000
-------------------
IMPORTANT - PLEASE SIGN AND RETURN PROMPTLY. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee, or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by an authorized person.
