<PAGE> 1
As filed with the Securities and Exchange Commission on November 10, 1999
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
---------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
AUSTIN FUNDING.COM CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
NEVADA 74-2923677
(State or other jurisdiction of incorporation) (IRS Employer Identification No.)
823 CONGRESS AVENUE, SUITE 515, AUSTIN, TEXAS 78701
(Address of principal executive offices) (Zip Code)
</TABLE>
AUSTIN FUNDING.COM CORPORATION
1999 STOCK OPTION AND INCENTIVE PLAN
(Full title of the plan)
Jack A. Selman, Esq.
Selman & Munson, PC
111 Congress Avenue, Suite 1000
Austin, Texas 78701
(Name and address of agent for service)
Office: (512) 505-5955; FAX: (512) 505-5956
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================================
AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED OFFERING PRICE PER SHARE AGGREGATE OFFERING PRICE REGISTRATION FEE
REGISTERED
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.01
per share 2,000,000 $1.00 $2,000,000 $600
===========================================================================================================================
</TABLE>
* Estimated in accordance with Rule 457(h), solely for the purpose of
calculating the registration fee. Based upon the exercise price at
which such outstanding options to purchase shares of the common stock
under the options may be exercised.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants in the Austin Funding.com Corporation
1999 Stock Option and Incentive Plan (the "Plan") as specified by Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Securities Act").
Such document(s) are not being filed with the Commission, but
constitute (along with the documents incorporated by reference into the
Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that
meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by Austin Funding.com
Corporation (the "Company" or the "Registrant") with the Commission are hereby
incorporated by reference in this Registration Statement:
(a) the Registrant's Registration Statement on Form 10-SB (the
"Registration Statement") (File No. 000-26815) filed with the
Commission on July 23, 1999 and all amendments or reports
filed for the purpose of updating such description;
(b) all other reports filed by the Company pursuant to Section
12 or 15(d) of the Exchange Act since the end of the fiscal
year covered by Registration Statement referred to above;
(c) the description of the common stock, par value $0.01 per
share, of the Registrant contained in Registration Statement
and all amendments or reports filed for the purpose of
updating such description.
All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed incorporated by reference into this Registration Statement and
to be a part thereof from the date of the filing of such documents. Any
statement contained in the documents incorporated, or deemed to be
2
<PAGE> 3
incorporated, by reference herein or therein shall be deemed to be modified or
superseded for purposes of this Registration Statement and the Prospectus to the
extent that a statement contained herein or therein or in any other subsequently
filed document which also is, or is deemed to be, incorporated by reference
herein or therein 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 and the Prospectus.
The Company shall furnish without charge to each person to whom the
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically incorporated by reference
to the information that is incorporated). Requests should be directed to Glenn
A. LaPointe, President, Austin Funding.com Corporation, 823 Congress Avenue,
Suite 515, Austin, Texas 78701, telephone number (512) 481-8000.
All information appearing in this Registration Statement and the
Prospectus is qualified in its entirety by the detailed information, including
financial statements, appearing in the documents incorporated herein or therein
by reference.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Bylaws provide for indemnification of the directors and officers of
the Company to the fullest extent permitted by applicable state law, as then in
effect. The indemnification rights conferred by the Bylaws are not exclusive of
any other right to which a person seeking indemnification may otherwise be
entitled. The Company may purchase liability insurance for the directors and
officers for certain losses arising from claims or charges made against them
while acting in their capacities as directors or officers. The SEC has taken the
position that the provisions discussed in this section do not eliminate the
monetary liability of directors or officers under the Federal securities laws.
The Articles of the Company waive the personal liability of a director
or officer for damages for breach of fiduciary duty except for (i) acts or
omissions which involve intentional misconduct, fraud or a knowing violation of
law, or (ii) the payment of distributions in violation of Section 78.300 of the
Nevada General Corporation Law ("NGCL"), which concerns the unlawful payment of
distributions to stockholders.
3
<PAGE> 4
While the Articles provide directors and officers with protection from
awards for monetary damages for breaches of their duty of care, they do not
eliminate such duty. Accordingly, the Articles will have no effect on the
availability of equitable remedies such as an injunction or rescission based on
a director's or officer's breach of his or her duty of care.
The Company does not currently carry insurance insuring the directors
and officers of the Company against losses for any actual or alleged error or
misstatement or misleading statement or act or omission or neglect or breach of
duty by the directors and officers in the discharge of their duties.
Item 7. Exemption from Registration Claimed.
The Company has relied upon Section 4(2) of the Securities Act and Rule
701 promulgated thereunder with respect to restricted securities to be reoffered
or resold pursuant to this Registration Statement.
Item 8. Exhibits.
<TABLE>
<CAPTION>
Regulation Reference to Prior
SB Exhibit Filing or Exhibit Number
Number Document Attached Hereto
- ---------- ------- ------------------------
<S> <C> <C>
4 Austin Funding.com Corporation 1999 Stock Option and Incentive 1999 Stock Option and Incentive
Plan, form of Incentive Stock Option Agreement and form of Plan was filed as part of the
Non-Qualified Stock Option Agreement Registration Statement on Form
10-SB filed by the Company as
amended (File No. 000-26815), and
incorporated herein by reference.
Form of Incentive Stock Option
Agreement and Form of Non-Qualified
Stock Option Agreement are attached
as Exhibit 4.
5 Opinion of Selman & Munson, P.C. Attached as Exhibit 5
15 Letter of Sprouse & Winn L.L.P. regarding unaudited interim Attached as Exhibit 15
financial statement information
23.1 Consent of Selman & Munson, P.C. Attached as Exhibit 23.1
23.2 Consent of Sprouse & Winn, L.L.P. Attached as Exhibit 23.2
24 Power of Attorney Contained on Signature Page
</TABLE>
4
<PAGE> 5
Item 9 Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act;
(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;
(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 (a)(1)(i) and (a)(1)(ii) do
not apply if the Registration Statement is on Form S-3 or Form S-8, and
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each
filing of the Registrant's annual report pursuant to section 13(a) or
section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
5
<PAGE> 6
(c) Insofar as indemnification for liabilities arising under the
Securities Act 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 Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such 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 and
will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-8 and the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Austin, State of Texas, on November 10, 1999.
AUSTIN FUNDING.COM CORPORATION
By: /s/ GLENN A. LAPOINTE
------------------------------------
Glenn A. LaPointe, President
(Duly Authorized Representative)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Glenn A. LaPointe, his true and lawful
attorney-in-fact and agents, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and all other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all said attorney-in-fact and agents or their
substitutes or substitute may lawfully do or cause to be done by virtue hereof.
6
<PAGE> 7
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 date indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ GLENN A. LAPOINTE President, Chairman of the Board, Executive Officer
- ------------------------------ and Director (Principal Executive Officer) 11/10/99
Glenn A. LaPointe
/s/ TERRY G. HARTNETT
- ------------------------------ Chief Financial Officer and Director 11/10/99
Terry G. Hartnett
/s/ BRADLEY J. FARLEY
- ------------------------------ Director 11/10/99
Bradley J. Farley
/s/ GLENN G. FARLEY
- ------------------------------ Director 11/10/99
Glenn G. Farley
/s/ L. H. HARDY, JR.
- ------------------------------ Director 11/10/99
L. H. Hardy, Jr.
/s/ SHANNON D. STEWART
- ------------------------------ Officer and Director 11/10/99
Shannon D. Stewart
/s/ KAREN R. HELLER
- ------------------------------ Officer and Director 11/10/99
Karen R. Heller
/s/ JENNIFER ANN V. BULLOCK
- ------------------------------ Officer and Director 11/10/99
Jennifer Ann V. Bullock
</TABLE>
7
<PAGE> 8
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
AUSTIN FUNDING.COM CORPORATION
================================================================================
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
4 Austin Funding.com Corporation 1999 Stock Option and Incentive
Plan, form of Incentive Stock Option Agreement and form of
Non-Qualified Stock Option Agreement
5 Opinion of Selman & Munson, P.C.
15 Letter of Sprouse & Winn, L.L.P. regarding unaudited interim
financial statement information
23.1 Consent of Selman & Munson, P.C.
23.2 Consent of Sprouse & Winn, L.L.P.
24 Power of Attorney
</TABLE>
<PAGE> 1
EXHIBIT 4
Austin Funding.com Corporation 1999 Stock Option and Incentive
Plan, form of Incentive Stock Option Agreement and form of
Non-Qualified Stock Option Agreement
1999 Stock Option and Incentive Plan was filed as part of the
Registration Statement on Form 10-SB filed by the Company as amended (File No.
000-26815), and incorporated herein by reference.
Form of Incentive Stock Option Agreement and Form of Non-Qualified
Stock Option Agreement are included herein as Exhibit 4.
<PAGE> 2
AUSTIN FUNDING.COM CORPORATION
1999 STOCK OPTION AND INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
This option is granted on ____________________ _____, _______, by
Austin Funding.Com Corporation (the "Corporation") to ___________ ("Optionee")
in accordance with the following terms and conditions:
1. Option Grant and Exercise Period. Subject to the Austin Funding.Com
Corporation 1999 Stock Option and Incentive Plan, as the same may from time to
time be amended (the "Plan"), the Corporation hereby grants to the Optionee an
Option (the "Option") to purchase pursuant to the Plan and upon the terms and
conditions therein and hereinafter set forth, an aggregate of _____ shares (the
"Option Shares") of the Common Stock, par value $.01 per share ("Common Stock"),
of the Corporation at a price per share equal to $______ (the "Exercise Price").
A copy of the Plan, as currently in effect, is attached hereto and incorporated
herein by reference.
Subject to the vesting schedule set forth herein, this Option shall be
exercisable only during the period (the "Exercise Period") commencing from
_________________ (the "Commencement Date") and ending at 5:00 p.m., CST, on
__________________, such later time and date being hereinafter referred to as
the "Expiration Date." This option shall vest and become exercisable upon
execution of this Agreement.
2. Method of Exercise of This Option. This Option may be exercised at
any time during the Exercise Period by giving written notice to the Corporation
specifying the number of Option Shares to be purchased. The notice must be in
the form prescribed by the committee referred to in Section 3 of the Plan or its
successor (the "Committee") and directed to the address set forth in Section 9
below. The date of exercise is the date on which such notice is received by the
Corporation. Such notice must be accompanied by payment in full for the Option
Shares to be purchased upon such exercise. Payment shall be made either (i) in
cash, which may be in the form of a check, bank draft, or money order payable to
the Corporation, or (ii) if the Committee shall have previously approved such
form of payment, by delivering shares of Common Stock already owned by the
Optionee having a "Market Value" (as defined in the Plan as in effect on the
date of the grant of this Option) equal to the applicable exercise price, or
(iii) if the Committee shall have previously approved such form of payment, a
combination of cash and such shares. Promptly after such payment, subject to
Section 3 below, the Corporation shall issue and deliver to the Optionee or
other person exercising this Option a certificate or certificates representing
the shares of Common Stock so purchased, registered in the name of the Optionee
(or such other person), or, upon request, in the name of
<PAGE> 3
the Optionee (or such other person) and in the name of another jointly with
right of survivorship.
3. Delivery and Registration of Shares of Common Stock. The
Corporation's obligation to deliver shares of Common Stock hereunder shall, if
the Committee so requests, be conditioned upon the receipt of a representation
as to the investment intention of the Optionee or any other person to whom such
shares are to be delivered in such form as the Committee shall determine to be
necessary or advisable to comply with the provisions of the Securities Act of
1933, as amended, or any other federal, state or local securities law or
regulation. In requesting any such representation, it may be provided that such
representation requirement shall become inoperative upon a registration of such
shares or other action eliminating the necessity of such representation under
such Securities Act or other securities law or regulation. The Corporation shall
not be required to deliver any shares upon exercise of this Option prior to (i)
the admission of such shares to listing on any stock exchange or system on which
the shares of Common Stock may then be listed and (ii) the completion of such
registration or other qualification of such shares under any state or federal
law, rule or regulation, as the Committee shall determine to be necessary or
advisable.
4. Transferability of this Option. This Option may not be assigned,
encumbered or transferred except, as provided in the Plan. Except as provided
herein, this Option is exercisable during the Optionee's lifetime only by the
Optionee. The provisions of this Option shall be binding upon, inure to the
benefit of and be enforceable by the parties hereto, the successors and assigns
of the Corporation and any permitted assignee or successor to, Optionee.
5. Termination of Service or Death of the Optionee. Except as provided
in the Plan, this Option shall not be exercisable unless the Optionee, at the
time Optionee exercises this Option, has maintained "Continuous Service" (as
defined in the Plan as in effect on the date of the grant of this Option) since
the date of the grant of this Option.
6. Notice of Transfer. The Optionee or any person to whom the Option or
the Option Shares shall have been transferred in accordance with the Plan
promptly shall give notice to the Corporation within the later of (i) two years
from the date of grant of this Option, or (ii) one year from the date of
exercise of this Option. Such notice shall specify the number of Option Shares
sold or otherwise disposed of and be directed to the address set forth in
Section 9 below.
7. Shareholder Rights Not Granted by this Option. The Optionee is not
entitled by virtue hereof to any rights of a shareholder of the Corporation or
to notice of meetings of shareholders or to notice of any other proceedings of
the Corporation.
8. Withholding Tax. Where the Optionee or another person is entitled to
receive Option Shares pursuant to the exercise of this Option, the Corporation
shall have the right to
<PAGE> 4
require the Optionee or such other person to pay to the Corporation the amount
of any taxes which the Corporation or any of its affiliates is required to
withhold with respect to such Option Shares, or, in lieu thereof, to retain, or
sell without notice, a sufficient number of shares to cover the amount required
to be withheld or in lieu of any of the foregoing, to withhold a sufficient sum
from the Optionee's compensation payable by the Corporation to satisfy the
Corporation's tax withholding requirements. The Corporation's method of
satisfying its withholding obligations shall be solely in the discretion of the
Corporation, subject to applicable federal, state and local law.
9. Notices. All notices hereunder to the Corporation shall be delivered
or mailed to it addressed to the Secretary of the Corporation, 823 Congress
Avenue, Suite 515, Austin, Texas 78701. Any notices hereunder to the Optionee
shall be delivered personally or mailed to the Optionee's address noted below.
Such addresses for the service of notices may be changed at any time provided
written notice of the change is furnished in advance to the Corporation or the
Optionee, as the case may be.
10. Plan and Plan Interpretations as Controlling. This Option and the
term and conditions herein set forth are subject in all respects to the terms
and conditions of the Plan, which are controlling, including in the event of a
conflict. All determinations and interpretations of the Committee shall be
binding and conclusive upon the Optionee or his legal representatives with
regard to any question arising hereunder or under the Plan.
11. Optionee Service. Nothing in this Option shall limit the rights of
the Corporation or any of its Affiliates to terminate the Optionee's service as
a director or otherwise impose upon the Corporation or any of its affiliates any
obligation to employ or accept the services of the Optionee.
12. Optionee Acceptance. The Optionee shall signify his acceptance of
the terms and conditions of this Option by signing in the space provided below
and returning a signed copy hereof to the Corporation by _______ __, 1999, at
the address set forth in Section 9 above. In signing this Agreement, the
Optionee acknowledges that the option was awarded pursuant to the Plan, which
qualifies for an exemption from the reporting requirements of Section 16 of the
Securities Exchange Act of 1934, as amended, ("Section 16") and, as such,
requires that shares acquired pursuant to the exercise of such Option may not be
sold or otherwise transferred by the Optionee for at least six months from the
date shareholder approval of the Plan is received, without creating an
obligation under Section 16 to pay to the Corporation the profit on any such
transaction.
IN WITNESS WHEREOF, the parties hereto have caused this Non-Qualified
Stock Option Agreement to be executed as of the date first above written.
<PAGE> 5
AUSTIN FUNDING.COM CORPORATION
By:
---------------------------------------
Glenn A. LaPointe, President
ACCEPTED:
------------------------------------------
Name Printed:
-----------------------------
Address:
-----------------------------
-----------------------------
<PAGE> 6
AUSTIN FUNDING.COM CORPORATION
1999 STOCK OPTION AND INCENTIVE PLAN
INCENTIVE STOCK OPTION AGREEMENT
ISO NO. _______
This option is granted on _______ __, ______, by Austin Funding.Com
Corporation (the "Corporation") to ______________ ("Optionee") in accordance
with the following terms and conditions:
1. Option Grant and Exercise Period. Subject to shareholder approval of
the Austin Funding.Com Corporation 1999 Stock Option and Incentive Plan, as the
same may from time to time be amended (the "Plan"), the Corporation has granted
to the Optionee an Option (the "Option") to purchase, pursuant to the Plan and
this Agreement, an aggregate of ______ shares (the "Option Shares") of the
common stock of the Corporation, par value $.01 per share ("Common Stock"), at a
price per share equal to $_____ (the "Exercise Price"). A copy of the Plan, as
currently in effect, is attached to this Agreement and incorporated herein by
reference.
Subject to the vesting schedule set forth herein, this Option shall be
exercisable only during the period (the "Exercise Period") commencing on
__________________ (the "Commencement Date"), and ending at 5:00 p.m., CST, on
___________________, such later time and date being referred to as the
"Expiration Date." This Option shall vest and become exercisable immediately
upon execution of this Agreement. This Option is further subject to the
condition that the aggregate Market Value (as defined in the Plan and as
determined as of the date of the grant of this Option) of the Option Shares with
respect to which Incentive Stock Options (as defined in the Plan as in effect on
the date of the grant of this Option) are exercisable for the first time by the
Optionee in any calendar year shall not exceed $100,000.
2. Method of Exercise of this Option. This Option may be exercised
during the Exercise Period by giving written notice to the Corporation
specifying the number of Option Shares to be purchased. The notice must be in
the form prescribed by the committee referred to in Section 3 of the Plan or its
successor (the "Committee") and directed to the address set forth in Section 9
below. The date of exercise is the date on which such notice is received by the
Corporation. Such notice must be accompanied by payment in full of the Exercise
Price for the Option Shares to be purchased upon such exercise. Payment shall be
made either (i) in cash, which may be in the form of a check, bank draft or
money order payable to the Corporation, or (ii) if the Committee shall have
previously approved such form of payment, by delivering shares of Common Stock
already owned by the Optionee having a "Market Value" (as defined in the Plan as
in effect on the date of the grant of this Option) equal to the applicable
exercise price, or (iii) if the Committee shall have previously approved such
form of
<PAGE> 7
payment, a combination of cash and such shares. Promptly after such payment,
subject to Section 3 below, the Corporation shall issue and deliver to the
Optionee or other person exercising this Option a certificate or certificates
representing the shares of Common Stock so purchased, registered in the name of
the Optionee (or such other person).
3. Delivery and Registration of Shares of Common Stock. The
Corporation's obligation to deliver shares of Common Stock hereunder shall, if
the Committee so requests, be conditioned upon the receipt of a representation
as to the investment intention of the Optionee or any other person to whom such
shares are to be delivered in such form as the Committee shall determine to be
necessary or advisable to comply with the provisions of the Securities Act of
1933, as amended, or any other federal, state or local securities law or
regulation. In requesting any such representation, it may be provided that such
representation requirement shall become inoperative upon a registration of such
shares or other action eliminating the necessity of such representation under
such Securities Act or other securities law or regulation. The Corporation shall
not be required to deliver any shares upon exercise of this Option prior to (i)
the admission of such shares to listing on any stock exchange or system on which
the shares of Common Stock may then be listed, and (ii) the completion of such
registration or other qualification of such shares under any state or federal
law, rule or regulation, as the Committee shall determine to be necessary or
advisable.
4. Transferability of this Option. This Option may not be assigned,
encumbered or transferred except as provided in the Plan. Except as provided
herein, this Option is exercisable during the Optionee's lifetime only by the
Optionee. The provisions of this Option shall be binding upon, inure to the
benefit of and be enforceable by the parties hereto, the successors and assigns
of the Corporation and any permitted assignee, or successor to, Optionee.
5. Termination of Service or Death of the Optionee. Except as provided
in the Plan, this Option shall not be exercisable unless the Optionee, at the
time Optionee exercises this Option, has maintained "Continuous Service" (as
defined in the Plan as in effect on the date of the grant of this Option) since
the date of the grant of this Option.
6. Notice of Transfer. The Optionee or any person to whom the Option or
the Option Shares shall have been transferred in accordance with the Plan
promptly shall give notice to the Corporation within the later of (i) two years
from the date of grant of this Option, or (ii) one year from the date of
exercise of this Option. Such notice shall specify the number of Option Shares
sold or otherwise disposed of and be directed to the address set forth in
Section 9 below.
2
<PAGE> 8
7. Shareholder Rights Not Granted by this Option. The Optionee is not
entitled by virtue hereof to any rights of a shareholder of the Corporation or
to notice of meetings of shareholders or to notice of any other proceedings of
the Corporation.
8. Withholding Tax. Where the Optionee or another person is entitled to
receive Option Shares pursuant to the exercise of this Option, the Corporation
shall have the right to require the Optionee or such other person to pay to the
Corporation the amount of any taxes which the Corporation or any of its
affiliates is required to withhold with respect to such Option Shares, or, in
lieu thereof, to retain, or sell without notice, a sufficient number of such
shares to cover the amount required to be withheld or in lieu of any of the
foregoing, to withhold a sufficient sum from the Optionee's compensation payable
by the Corporation to satisfy the Corporation's tax withholding requirements.
The Corporation's method of satisfying its withholding obligations shall be
solely in the discretion of the Corporation, subject to applicable federal,
state and local law.
9. Notices. All notices hereunder to the Corporation shall be delivered
or mailed to it addressed to the Secretary of Austin Funding.Com Corporation,
823 Congress Avenue, Suite 515, Austin, Texas 78701. Any notices hereunder to
the Optionee shall be delivered personally or mailed to the Optionee's address
noted below. Such addresses for the service of notices may be changed at any
time provided written notice of the change is furnished in advance to the
Corporation or to the Optionee, as the case may be.
10. Plan and Plan Interpretations as Controlling. This Option and the
terms and conditions herein set forth are subject in all respects to the terms
and conditions of the Plan, which are controlling, including in the event of
conflict. All determinations and interpretations of the Committee shall be
binding and conclusive upon the Optionee or his legal representatives with
regard to any question arising under this Agreement or under the Plan.
11. Optionee Service. Nothing in this Option shall limit the right of
the Corporation or any of its affiliates to terminate the Optionee's service as
a director, officer or employee, or otherwise impose upon the Corporation or any
of its affiliates any obligation to employ or accept the services of the
Optionee.
12. Optionee Acceptance. The Optionee shall signify his acceptance of
the terms and conditions of this Option by signing in the space provided below
and returning a signed copy of this Agreement to the Corporation by ________ __,
1999, at the address set forth in Section 9 above. In signing this Agreement,
the Optionee acknowledges that the Option was awarded pursuant to the Plan,
which qualifies for an exemption from the reporting requirements of Section 16
of the Securities and Exchange Act of 1934, as amended, ("Section 16") and, as
such, requires that shares acquired pursuant to the exercise of such Option may
not be sold or otherwise transferred by the Optionee for at least six months
from the date
3
<PAGE> 9
shareholder approval of the Plan is received, without creating an
obligation under Section 16 to pay the Corporation the profit on any such
transaction.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first above written.
AUSTIN FUNDING.COM CORPORATION
By:
---------------------------------------
Glenn A. LaPointe, President
ACCEPTED:
------------------------------------------
Name Printed:
-----------------------------
Address:
---------------------------------
---------------------------------
4
<PAGE> 1
EXHIBIT 5
November 10, 1999
Board of Directors
Austin Funding.com Corporation
823 Congress Avenue
Suite 515
Austin, Texas 78701
Gentlemen:
We have acted as counsel to Austin Funding.com Corporation (the
"Corporation") in connection with the preparation and filing with the Securities
and Exchange Commission of a registration statement on Form S-8 under the
Securities Act of 1933 (the "Registration Statement") relating to 2,000,000
shares of the Corporation's Common Stock, par value $.01 per Share (the "Common
Stock"), to be offered pursuant to the 1999 Stock Option and Incentive Plan of
the Corporation (the "Plan").
In this connection, we have reviewed originals or copies, certified or
otherwise identified to our satisfaction, of the Corporation's Articles of
Incorporation, Bylaws, resolutions of its Board of Directors and such other
documents and corporate records as we deem appropriate for the purpose of giving
this opinion.
Based upon the foregoing, it is our opinion that:
1. The shares of Common Stock being so registered have been duly
authorized under the Corporation's Articles of Incorporation.
2. The shares of Common Stock to be offered by the Corporation will be,
when and if issued, sold and paid for as contemplated by the Plan,
legally issued, fully paid and non-assessable shares of Common Stock of
the Corporation.
Very truly yours,
SELMAN & MUNSON, P.C.
By: /s/ JACK A. SELMAN
------------------------------------
Jack A. Selman, President
<PAGE> 1
EXHIBIT 15
ADVISORY LETTER IN CONNECTION WITH THE UNAUDITED FINANCIAL
STATEMENTS OF AUSTIN FUNDING.COM FOR THE QUARTER ENDED
JUNE 30, 1999
The consolidated balance sheet for Austin Funding.com Corporation as of June 30,
1999, and the consolidated statements of income, stockholders' equity and cash
flows for the quarter ended June 30, 1999 were prepared by management and are
included by reference in the Registration Form S-8, herein.
The accompanying unaudited consolidated financial statements are the
representation of management. We have not audited, reviewed, or otherwise been
associated with the accompanying financial statements and accordingly, do not
express an opinion or any other form of assurance on them.
SPROUSE & WINN, L.L.P.
Austin, Texas
November 10, 1999
<PAGE> 1
EXHIBIT 23.1
CONSENT OF COUNSEL
We consent to the use of our opinion, to the incorporation by reference
of such opinion as an exhibit to the Form S-8 and to the reference to our firm
under the heading "Legal Matters" in the Prospectus and included in this Form
S-8. In giving this consent, we do not admit that we are within the category of
persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended, or the rules and regulations of the Securities and Exchange
Commission thereunder.
SELMAN & MUNSON, P.C.
By: /s/ JACK A. SELMAN
---------------------------------
Jack A. Selman, President
Austin, Texas
November 10, 1999
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Austin Funding.com Corporation (the "Corporation") of
our report dated June 22, 1999 on the consolidated financial statements of
Austin Funding.com Corporation as of March 31, 1999 and 1998 and the period of
inception, April 4, 1997, to March 31, 1998, included in the Corporation's
Registration Statement on Form 10-SB, filed pursuant to the Securities Exchange
Act of 1934, as amended.
SPROUSE & WINN, L.L.P.
Austin, Texas
November 10, 1999
