NETNATION COMMUNICATIONS, INC.
Filing Type: S-8
Description: Registration Statement
Filing Date: August 24, 2000
Period End: N/A
Primary Exchange: NASDAQ - SmallCap Market System
Ticker: NNCI
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Table of Contents
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S-8
PART I 2
PART II 2
ITEM 3 2
ITEM 4 3
ITEM 5 3
ITEM 6 3
ITEM 7 4
ITEM 8 4
ITEM 9 4
EX-4.2
EX4.2 8
EX-5.1
EX5.1 14
EX-23.1
EX23.1 15
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Page 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON August 24, 2000
REGISTRATION NO. 333-
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================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
NETNATION COMMUNICATIONS, INC.
------------------------------
(Exact Name of Registrant as Specified in Its Charter)
--------------------------
DELAWARE 33-08034-38
-------------------- ---------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
555 West Hastings Street, Suite 1410
Vancouver, British Columbia V6B 4N6 CANADA
------------------------------------------
(Address of Principal Executive Offices)
NETNATION COMMUNICATIONS, INC. 2000 STOCK OPTION PLAN
-----------------------------------------------------
(Full title of the plan)
JAG S. GILL, ESQ.
GENERAL COUNSEL AND SECRETARY
NETNATION COMMUNICATIONS, INC.
555 WEST HASTINGS STREET, SUITE 1410
VANCOUVER, BRITISH COLUMBIA V6B 4N6
-----------------------------------
(Name and address of agent for service)
(604) 688-8946
--------------
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Amount Amount Maximum
Securities To Be Offering Aggregate Amount of
To Be Registered Price Offering Registration
Registered (2) Per Share(1) Price(1) Fee
------------- -------------- --------------- -------------- --------------------
Common Stock,
par value 2,000,000 $ 4.25 $8,500,000 $ 2,244.00
$.0001 per
share
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Page 2
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
(1) Estimated solely for the purpose of calculating the amount of the
registration fee. Pursuant to Rule 457(h)(1, 3) and Rule 457(c) under the
Securities Act of 1933 (the "Securities Act"), the price per share is estimated
based on the average of the high and low prices reported for shares of the
Registrant's Common Stock on August 17, 2000.
(2) This registration statement also covers additional shares of common
stock which become issuable under the 2000 Stock Option Plan with respect to the
securities registered hereunder by reason of a reorganization, recapitalization,
stock split, stock dividend, combination of shares, merger or consolidation, or
the sale, conveyance or other transfer by NetNation of all or substantially all
of its property or other similar transaction effected without receipt of
consideration which results in an increase in the number of outstanding shares
of NetNation stock.
================================================================================
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in this Part I of Form
S-8 (plan information and registrant information and employee plan annual
information) will be sent or given to employees as specified by Securities and
Exchange Commission Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424. These
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Part II of this Form S-8, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which previously have been filed by NetNation
Communications, Inc. (the "Registrant") with the Securities and Exchange
Commission (the "Commission"), are incorporated herein by reference and made a
part hereof:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999, filed with the Commission on March 23, 2000, as amended by
Amendment No. 1 thereto, filed with the Commission on Form 10-K/A on April 26,
2000;
(b) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
since the end of the fiscal year covered by the Annual Report referred to in (a)
above;
(c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 10-12G, as amended by Form 10-12G/A
dated September 28, 1999, filed under the Exchange Act; and
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act, after the date hereof and prior to the filing of
a post-effective amendment which indicates that all securities offered hereby
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Page 3
have been sold or which deregisters all securities covered hereby then remaining
unsold, shall also be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof commencing on the respective
dates on which such documents are filed.
For purposes of this Registration Statement, any document or any statement
deemed to be incorporated by reference herein or contained in an Incorporated
Document shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145(a) of the Delaware General Corporation Law (the "DGCL") provides
in relevant part that "a corporation shall have the power to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by the person in connection with
such action, suit or proceeding if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best
interest of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe the person's conduct was
unlawful." With respect to derivative actions, Section 145(b) of the DGCL
provides in relevant part that "[a] corporation shall have the power to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor[by reason of his service in one
of the capacities specified in the preceding sentence] against expenses
(including attorneys' fees) actually and reasonably incurred by the person in
connection with the defense or settlement of such action or suit if the person
acted in good faith and in a manner the person reasonably believed to be in or
not opposed to the best interest of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper."
The Registrant does not currently have a provision in its Articles and Bylaws
indemnifying its officers and directors except insofar as officers and directors
are indemnified by the DGCL.
The effect of these provisions is potentially to indemnify the Registrant's
directors and officers from all costs and expenses of liability incurred by them
in connection with any action, suit or proceeding in which they are involved by
reason of their affiliation with the Registrant.
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The Registrant has purchased and maintains insurance on behalf of any
person who is or was a director or officer against loss arising from any claim
asserted against him and incurred by him in any such capacity, subject to
certain exclusions.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
-------- -----------
4.1* NetNation Communications, Inc. 2000 Stock Option Plan;
4.2 Form of Stock Option Agreement;
5.1 Opinion of Ogden Murphy Wallace, P.L.L.C.;
23.1 Consent of KPMG LLP, independent accountants;
23.2 Consent of Ogden Murphy Wallace, P.L.L.C. (see Exhibit 5.1).
* Incorporated by reference from the Registrant's Definitive Proxy Statement
filed with the Commission on May 8, 2000.
ITEM 9. UNDERTAKINGS.
(1) The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective Registration Statement;
(iii) 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; provided,
however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration
Statement.
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Page 5
(b) 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.
(c) 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.
(2) 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
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.
(3) 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 Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 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 Securities
Act of 1933 and will be governed by the final adjudication of such issue.
SIGNATURES
The Registrant. 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 Vancouver, Province of British Columbia, CANADA, on
August 23, 2000.
NETNATION COMMUNICATIONS, INC.
By: /s/ Ashley J. Sinclair
-----------------------------------------
Ashley J. Sinclair
Chief Executive Officer
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.
Signature Title Date
/s/ David Talmor President and Chairman of the August 23, 2000
-------------------- Board and Director
David Talmor
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/s/ Ashley J. Sinclair Chief Executive Officer and Director August 23, 2000
---------------------- (Principal Executive Officer)
Ashley J. Sinclair
/s/ Joseph Kibur Chief Operating Officer and Director August 23, 2000
----------------------
Joseph Kibur
Director August 23, 2000
----------------------
Anil Wirasekara
/s/ Ernest Cheung Director August 23, 2000
----------------------
Ernest Cheung
/s/ Jag S. Gill Secretary August 23, 2000
----------------------
Jag S. Gill
/s/ Glen Ibbott Chief Financial Officer August 23, 2000
---------------------- (Principal Accounting Officer)
Glen Ibbott
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Vancouver, Province of
British Columbia, CANADA, on the dates set forth below.
/s/ David Talmor Director August 23, 2000
----------------------
David Talmor
/s/ Ashley J. Sinclair Director August 23, 2000
----------------------
Ashley J. Sinclair
/s/ Joseph Kibur Director August 23, 2000
----------------------
Joseph Kibur
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Director August 23, 2000
----------------------
Anil Wirasekara
/s/ Ernest Cheung Director August 23, 2000
----------------------
Ernest Cheung
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Page 8
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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4.1* NetNation Communications, Inc. 2000 Stock Option Plan;
4.2 Form of Stock Option Agreement;
5.1 Opinion of Ogden Murphy Wallace, P.L.L.C.;
23.1 Consent of KPMG LLP, independent accountants;
23.2 Consent of Ogden Murphy Wallace, P.L.L.C. (see Exhibit 5.1).
* Incorporated by reference from the Registrant's Definitive Proxy Statement
filed with the Commission on May 8, 2000.
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EX-4.2
Exhibit 4.2
FORM OF STOCK OPTION AGREEMENT
THE SECURITY REPRESENTED BY THIS INSTRUMENT HAS BEEN ACQUIRED FOR INVESTMENT AND
NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO
SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION
STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED.
STOCK OPTION AGREEMENT
This Stock Option Agreement (the "Agreement") is made subject to the NetNation
Communications, Inc. 2000 Stock Option Plan attached hereto as Appendix "B" (the
"Plan") and entered into by and between NetNation Communications, Inc., a
Delaware corporation (the "Company"), and the optionee named in Appendix "A"
(the "Optionee").
1. Grant of Option. The Company hereby grants to The Optionee an option(s)
---------------
(the "Option(s)") to purchase the total number of shares of common stock of the
Company (the "Shares") as set forth in Appendix "A". The date of the approval
of grant is set forth in Appendix "A" (the "Date of Grant Approval"). The
Options are not intended to be a substitution for salary or any other form of
compensation for duties or services performed by the Optionee for or on behalf
of the Company. The Options are intended to be:
[ ] incentive stock options
[ ] non-qualified stock options.
2. Exercise Price. The Optionee may exercise this Option at the exercise
--------------
price per Share as set forth in Appendix "A" (the "Exercise Price") and subject
to all conditions of this Agreement and the Plan.
3. Vesting.
--------
(a) The Option shall vest and become exercisable in accordance with the
following schedule:
-----------------------------------------------------------------------
DATE PERCENT
-----------------------------------------------------------------------
12 months after the Date of Grant 33.33%
Approval (first "Anniversary Date")
-----------------------------------------------------------------------
24 months after the Date of Grant 33.33%
Approval (second Anniversary Date)
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36 months after the Date of Grant 33.33%
Approval (third Anniversary Date)
-----------------------------------------------------------------------
(b) If this Option becomes exercisable for a fraction of a share because of
the adjustment or antidilution provisions contained in the Plan, such
fractions will be rounded down.
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(c) Upon vesting, the Option must be exercised within thirty (30) days
by the Optionee. Failure to exercise the vested Option within thirty (30) days
will result in the termination of the right to exercise such Options and/or the
termination of this Agreement. The Company, at its sole discretion, reserves
the right to extend the time to exercise the Option beyond the thirty (30) days,
either globally for all optionees or on a case-by-case basis for each optionee.
(d) If an Optionee's employment or other service with the Company shall
be terminated for any reason, the Optionee's right to exercise any unexercised
portion of an Option shall immediately terminate and all rights thereunder shall
cease. For the purpose of determining whether an Anniversary Date, as indicated
in Section 3(a) above, has been reached, the date of notice of termination of
--------------
employment shall be determinative and not the last date of actual employment.
---
(e) If an Optionee does not reach one of the Anniversary Dates, as indicated
in Section 3(a) above, then the Optionee does not have the right to exercise a
---
proportional amount of the Options.
4. Method of Exercise. This Option shall be exercisable by written notice,
------------------
in accordance with Section 15, 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 President of the
Company. The written notice shall be accompanied by payment of the purchase
price (number of Shares to be purchased multiplied by the Exercise Price) by any
method as more clearly described in Section 5.
5. Method of Payment.
-----------------
(a) Payment of the purchase price of the Option shall be made:
(i) in cash or by cash equivalent; or,
(ii) at the sole discretion of the Committee, other consideration
including, without limitation to, common stock of the Company,
valued at the Fair Market Value of such shares on the trading
date immediately preceding the date of exercise, or services, or
other property; or,
(iii) at the sole discretion of the Committee, by a combination of
different forms of consideration.
(b) In addition to and at the time of payment of the purchase price,
the Optionee shall pay to the Company in cash or, at the sole discretion of the
Committee, in other forms of consideration, the full amount of all federal,
state and provincial withholding and other employment taxes applicable to the
taxable income of such Optionee resulting from such exercise.
6. Limited Transferability of Option. All Options shall be nontransferable
---------------------------------
except, upon the Optionee's death, by the Optionee's will or the laws of descent
and distribution or as otherwise described in Section 6.5 of the Plan.
7. Stock Certificate; Legend.
-------------------------
(a) The issuance and conditions of stock certificates for the Shares are
subject to Article X of the Plan.
(b) Each stock certificate for Shares issued to the Optionee shall have
conspicuously written, printed, typed or stamped upon the face thereof, or upon
the reverse thereof with a conspicuous reference on the face thereof, the
following legend:
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"THIS SECURITY HAS NOT BEEN REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE
COMMISSION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY
OTHER SECURITIES AUTHORITIES. IT IS BEING OFFERED PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER REGULATION S PROMULGATED UNDER THE ACT. IT MAY NOT BE SOLD
OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN
EXEMPTION TO THE REGISTRATION REQUIREMENTS OF THOSE SECURITIES LAWS."
8. Resale Restrictions.
-------------------
(a) If the Optionee is a resident of British Columbia then pursuant to
applicable British Columbia securities laws, the Shares cannot be resold or
transferred unless the following conditions are met:
(i) 12 months have passed since the date the Company becomes a
reporting issuer in British Columbia;
(ii) the sale or transfer is made under an available exemption from the
registration and prospectus requirements of the applicable
provincial securities laws, and all requirements of such laws are
complied with including the filing of all necessary reports with
provincial securities regulators; or
(iii) an order is obtained from the provincial securities commission in
each province where the resale or transfer is being made,
exempting the transfer or resale from the registration and
prospectus requirements of the applicable provincial securities
laws.
(b) If the Optionee is a resident of another jurisdiction then the Optionee
must abide by the resale laws and regulations of that jurisdiction for such
Shares. The Company reserves the right to refuse the registration of a transfer
of the Shares if the Company is not satisfied that the Optionee has abided by
such resale laws and regulations of the relevant jurisdiction.
(c) The Company reserves the right to the placement of a legend on the stock
certificates representing the Shares stating that they are subject to the
applicable hold period pursuant to state or provincial securities laws.
9. The Optionee's Representations.
------------------------------
By receipt of this Agreement and Option, by its execution, and by its exercise
in whole or in part, the Optionee represents to the Company that:
(a) the Optionee understands that both this Option and any Shares
purchased upon its exercise are securities, the issuance by the Company of which
requires compliance with federal, state and provincial securities laws;
(b) the Optionee understands that the Shares have not been registered
under the Securities Act of 1933, as amended (the "Act");
(c) the Optionee understands that the Shares subject to this Option, in
addition to other restrictions on transfer, must be held indefinitely unless
subsequently registered under the Act, or unless an exemption from registration
is available;
(d) the Optionee understands that the Shares are subject to British Columbia
securities laws as indicated in Section 8 above.
(e) the Optionee understands that the stock certificate representing the
Shares will bear a legend prohibiting their transfer in the absence of their
registration or the opinion of counsel for the Company that registration is not
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required, and a legend prohibiting their transfer in compliance with applicable
state securities laws unless otherwise exempted;
(f) the Optionee acknowledges and agrees that the vesting of Shares pursuant
to Section 3 hereof is earned only by continuing service as an employee, or
consultant, at the will of the Company (not through the act of being hired,
being granted this Option or acquiring Shares hereunder). The Optionee further
acknowledges and agrees that this Option, the Agreement and the Plan do not
constitute an express or implied promise of continued engagement as an employee
or consultant for the vesting period, for any period, or at all, and shall not
interfere with Optionee's right, or the Company's right, to terminate Optionee's
employment or consulting relationship at any time, with or without cause;
(g) the Optionee acknowledges that he/she must exercise a vested Option
within thirty (30) days of such Option becoming vested. Failure to exercise the
vested Option within thirty (30) days will result in the termination of the
right to exercise such Option. In the event that such vested, but unexercised,
Option may not be terminated, then the Company, at its sole discretion, may
elect to terminate this Agreement as it applies to the remaining Options; and
(h) the Optionee acknowledges receipt of a copy of the Plan, represents that
the Optionee is familiar with the terms and provisions thereof, and hereby
accepts this Option subject to all of the terms and provisions of the Plan. The
Optionee hereby agrees to accept as binding, conclusive and final all decisions
or interpretations of the Board or of the Committee upon any questions arising
under the Plan.
10. Restrictions on Exercise. This Option may not be exercised if the
------------------------
issuance of such Shares upon such exercise or the method of payment of
consideration for such Shares would constitute a violation of any applicable
federal, state or provincial securities or other law or regulation. As a
condition to the exercise of this Option, the Company may require the Optionee
to make any representation and warranty to the Company as may be required by any
applicable law or regulation.
11. Severability; Construction. In the event that any provision in this
--------------------------
Agreement shall be invalid or unenforceable, such provision shall be severable
from, and such invalidity or unenforceability shall not be construed to have any
effect on, the remaining provisions of this Agreement. This Agreement shall be
construed as to its fair meaning and not for or against either party.
12. Governing Law. This Agreement shall be governed by and interpreted in
-------------
accordance with the laws of Delaware, without giving effect to the principles of
the conflicts of laws thereof.
13. Delay. No delay or failure on the part of the Company in the exercise
-----
of any right, power or remedy shall operate as a waiver thereof, nor shall any
single or partial exercise by any of them of any right, power or remedy preclude
other or further exercise thereof, or the exercise of any other right, power or
remedy.
14. Complete Agreement. This Agreement and the Plan constitute the entire
------------------
agreement between the parties with respect to its subject matter, and supersedes
all other prior or contemporaneous agreements and understandings both oral
and/or written; subject, however, that in the event of any conflict between this
Agreement and the Plan, the Plan shall govern. This Agreement may only be
amended in a writing signed by the Company and the Optionee.
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15. Notices. All Notices hereunder shall be in writing and shall be deemed
-------
given when sent by verified or registered mail, postage prepaid, return receipt
requested, if to the Optionee, to the address shown on the records of the
Company or to such other address as such party may designate in writing from
time to time to the Company, and if to the Company, to the Company principal
executive offices, to the attention of the President.
THIS AGREEMENT is dated the day of 2000 (TODAY'S DATE)
------ --------------
SIGNED SEALED AND DELIVERED
By OPTIONEE
In the presence of:
--------------------------------------- ---------------------------------------
Signature of Witness Signature of Optionee
--------------------------------------- ---------------------------------------
Name of Witness Name of Optionee
---------------------------------------
Address
---------------------------------------
---------------------------------------
Occupation
NETNATION COMMUNICATIONS, INC.
---------------------------------------
Ashley Sinclair,
Chief Executive Officer
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Appendix "A"
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Number of Option Shares: ----------------------------------------------
Exercise Price Per Share: ----------------------------------------------
Type of Option: ----------------------------------------------
Date of Employment: (EMPLOYMENT START DATE)
----------------------------------------------
Date of Grant (Approval): (EMPLOYMENT START DATE)
----------------------------------------------
Anniversary Date No. 1: ----------------------------------------------
Anniversary Date No. 2: ----------------------------------------------
Anniversary Date No. 3: ----------------------------------------------
Optionee Name: ----------------------------------------------
Address of Optionee: ----------------------------------------------
Signature of Optionee ----------------------------------------------
NetNation Communications Inc. ----------------------------------------------
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EX-5.1
Exhibit 5.1
[OGDEN MURPHY WALLACE, PLLC LETTERHEAD]
August 23, 2000
NetNation Communications, Inc.
#1410 - 555 West Hastings Street,
Vancouver, BC V6B 4N7
CANADA
Re: Registration Statement on Form S-8 of NetNation Communications, Inc.;
NetNation Communications, Inc. 2000 Stock Option Plan
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-8
executed by you on August 23, 2000, and to be filed with the Securities and
Exchange Commission (the "SEC") in connection with the registration under the
Securities Act of 1933, as amended, of 2,000,000 shares of your common stock,
par value of $.0001 per share (the "Common Stock"), which will be issuable
under the NetNation Communications, Inc. 2000 Stock Option Plan (the "Plan").
As your counsel in connection with the Registration Statement, we have examined
the proceedings taken by you in connection with the adoption of the Plan and the
authorization of the issuance of the shares of Common Stock under the Plan (the
"Plan Shares") and such documents as we have deemed necessary to render this
opinion.
Based upon the foregoing, it is our opinion that the Plan Shares, when issued
and outstanding pursuant to the terms of the Plan, will be validly issued, fully
paid and non-assessable shares of Common Stock.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references to our firm included in or made a
part of the Registration Statement.
Very truly yours,
OGDEN MURPHY WALLACE, P.L.L.C.
/s/ James L. Vandeberg
James L. Vandeberg
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Page 16
EX-23.1
Exhibit 23.1
CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS
The Board of Directors
NetNation Communications, Inc.
We consent to the use of our report dated February 18, 2000, except for
notes 8(b) and 8(c) which are as of February 24, 2000, with respect to the
consolidated balance sheets of NetNation Communications, Inc. and subsidiaries
as of December 31, 1999 and 1998 and the related consolidated statements of
operations, deficit and accumulated other comprehensive income and cash flows
for the years ended December 31, 1999 and 1998 and the period from incorporation
on February 19, 1997 to December 31, 1997 included in the Form 10-K dated March
23, 2000, incorporated by reference in this registration statement on Form S-8
of NetNation Communications, Inc.
/s/ KPMG LLP
----------------------------
KPMG LLP
Chartered Accountants
Vancouver, Canada
August 23, 2000
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