UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
EFINANCIAL DEPOT.COM, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 330809711
- -------- ---------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
150 - 1875 Century Park East, Century City, CA 90067
- ------------------------------------------------------ -----
(Address of Principal Executive Offices) (Zip Code)
EFINANCIAL DEPOT.COM, INC. 1999 STOCK OPTION PLAN
-------------------------------------------------
(Full title of the plan)
JOHN HUGUET
EFINANCIAL DEPOT.COM, INC.
150 - 1875 CENTURY PARK EAST
CENTURY CITY, CA 90067
(Name and address of agent for service)
(877) 739-3812
--------------
(Telephone number, including area code, of agent for service)
Copies of all communications, including all communications sent to the agent for
service, should be sent to:
DAVID J. COWAN
CLARK, WILSON, BARRISTERS AND SOLICITORS
#800 - 885 WEST GEORGIA STREET
VANCOUVER, BRITISH COLUMBIA, CANADA, V6C 3H1
TELEPHONE: (604) 687-5700
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<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Securities to Amount to be Maximum Offering Maximum Aggregate Amount of
be Registered Registered Price Per Share Offering Price Registration Fee
- ------------------------------- ---------------- ----------------- ------------------- ------------------
<S> <C> <C> <C> <C>
Common Stock, with. . . . . . . A maximum of
par value $0.001. . . . . . . . 3,500,000 shares N/A(1) $ N/A(1) $ 5,601.75(1)
- ------------------------------- ---------------- ----------------- ------------------- ------------------
<FN>
(1) The price is estimated in accordance with Rule 457(h)(1) under the Securities Act of 1933, as
amended, solely for the purpose of calculating the registration fee, based on the average of the bid and
asked price ($5.875 bid; $6.25 asked) of the common stock as reported on the National Association of
Securities Dealers Inc.'s Over the Counter Bulletin Board on March 23, 2000.
</TABLE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
In accordance with the rules and regulations of the Securities and Exchange
Commission, the documents containing the information called for in Part I of
Form S-8 will be sent or given to individuals who participate in efinancial
depot.com, Inc.'s (the "Company") 1999 Stock Option Plan dated October 31, 1999
(the "1999 Plan") and who consent to and execute the Company's stock option
agreement (the "Agreement") (Exhibit 4(a)), which information is attached as an
Exhibit to this Form S-8.
This Registration Statement relates to the offering of a maximum of 3,500,000
common shares (the "Shares") in the capital stock of the Company pursuant to the
1999 Plan.
(A) GENERAL PLAN INFORMATION
The purpose of the 1999 Plan is to retain the services of valued key employees
(the "Employees") and consultants (the "Consultants") of the Company, and to
encourage such persons to acquire a greater proprietary interest in the Company,
thereby strengthening their incentive to achieve the objectives of the
shareholders of the Company, and to serve as an aid and inducement in the hiring
of new employees, and to provide an equity incentive to consultants and other
people selected by the Plan Administrator.
Term and Termination
- ----------------------
The 1999 Plan will be effective only until October 30, 2009 and only with
respect to those options granted by the Company pursuant to a written option
agreement.
Termination of the 1999 Plan shall not terminate any option granted under the
1999 Plan prior to its termination.
<PAGE>
ERISA
- -----
The 1999 Plan is not subject to the provisions of the Employee Retirement Income
Security Act of 1974.
Additional Information
- -----------------------
Additional information about the 1999 Plan and the Administrator is available
without charge by contacting efinancial depot.com, Inc., at 150 - 1875 Century
Park East, Century City, CA 90067, Attention: The President (Telephone:
877-739-3812).
Relationship Between the Administrator and Employees
- ---------------------------------------------------------
As at the date of this Registration Statement, the Administrator of the 1999
Plan (the "Administrator") is comprised of the members of the Board of Directors
of the Company. The members of the Company's Board of Directors are elected
each year at the Company's Annual General Meeting, and generally hold senior
management positions within the Company. Any member of the Company's Board of
Directors may be removed by special resolution of the shareholders of the
Company prior to the Company's Annual General Meeting.
Transfer Agent
- ---------------
The Company's transfer agent with respect to its common stock is Nevada Agency
and Trust Company, 50 West Liberty, Suite 880, Reno, Nevada 89501 (Telephone:
(775) 322-0626; Facsimile: (775) 322-5623).
(B) SECURITIES TO BE OFFERED
The Company has reserved an aggregate of 3,500,000 Shares for issuance under the
1999 Plan. The number of Shares is subject to adjustment from time to time if
the Company, by reason of a consolidation, merger or transfer of assets,
reclassifies or changes it outstanding shares.
(C) EMPLOYEES WHO MAY PARTICIPATE IN THE PLAN
Employees of, and consultants retained by, the Company or by a corporation
related to the Company (a "parent corporation" or a "subsidiary corporation", as
defined in sections 424(e) and 424(f) of the Code, and the regulations
thereunder, as amended), as selected by the Administrator, are eligible to
participate in the 1999 Plan.
(D) PURCHASE OF SECURITIES PURSUANT TO THE PLAN AND PAYMENT FOR SECURITIES
OFFERED
Each Agreement entered into by the Company and the Employees and/or Consultants
pursuant to the 1999 Plan will state the number of shares of common stock to
which it pertains. Each Agreement will also state the price per share of common
stock at which it is exercisable. Upon the exercise of an option under each
Agreement, the aggregate exercise price will be payable to the Company in cash,
or by certified or cashier's check.
(E) RESALE RESTRICTIONS
The Shares, upon vesting to the Employees and/or Consultants, will be free
trading upon registration.
(F) TAX EFFECTS OF PLAN PARTICIPATION
No tax effect will accrue to the Employees and/or Consultants as a result of
their participation in the 1999 Plan. In addition, there will be no tax effects
upon the Company as a result of the 1999 Plan.
The 1999 Plan is not qualified under section 401(a) of the Internal Revenue
Code.
<PAGE>
(G) INVESTMENT OF FUNDS
Not applicable.
(H) WITHDRAWAL FROM THE PLAN; ASSIGNMENT OF INTEREST
Pursuant to the 1999 Plan, options that have vested will terminate, to the
extent not previously exercised, upon the occurrence of the first of the
following events:
1. the expiration of the option, as designated by the Administrator;
2. the date of termination of an employment or contractual relationship with
the Company (as determined in the sole discretion of the Administrator);
3. the expiration of three (3) months from the date of the termination of an
employment or contractual relationship with the Company for any reason
whatsoever other than cause, death or disability (as defined in the 1999 Plan)
unless, in the case of a non-qualified stock option, the exercise period is
extended by the Administrator until a date not later than the expiration date of
the option; or
4. the expiration of one year (1) from termination of an employment or
contractual relationship by reason of death or disability (as defined in the
1999 Plan) unless, in the case of a non-qualified stock option, the exercise
period is extended by the Administrator until a date not later than the
expiration date of the option.
Options granted pursuant to the 1999 Plan may not be transferred, assigned,
pledged or hypothecated in any manner, other than by will, by applicable laws of
descent and distribution (except in the case of an "incentive stock option"),
pursuant to a qualified domestic relations order, and shall not be subject to
execution, attachment or similar process; provided however, that any Agreement
may provide or be amended to provide that a "non-qualified stock option" to
which it relates is transferable without payment of consideration to immediate
family members of any of the Employees or Consultants, or to trusts or
partnerships or limited liability companies established exclusively for the
benefit of the immediate family members of any of the Employees or Consultants.
Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose
of any option or of any right or privilege conferred by the 1999 Plan contrary
to the provisions hereof, or upon the sale, levy or any attachment or similar
process upon the rights and privileges conferred by the 1999 Plan, such option
will terminate and become null and void.
(I) FORFEITURES AND PENALTIES
If an employment or contractual relationship with the Company is terminated for
any reason or if any of the Employees or Consultants resigns, the Shares that
have vested at the effective date of termination or resignation of that person
shall be deemed to have been earned by that employee or consultant and no
reduction or refund shall take place and no claim for any additional shares,
compensation, severance or consideration of any kind may be made by that
employee or consultant. See "Term, Termination and Compensation" above.
(J) CHARGES AND DEDUCTIONS AND LIENS THEREFOR
Not applicable.
ITEM 2. COMPANY INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Upon written or oral request, any of the documents incorporated by reference in
Item 3 of Part II of this Registration Statement (which documents are
incorporated by reference in Section 10(a) Prospectus) and other documents
required to be delivered to the Employees and/or Consultants pursuant to Rule
428(b) are available without charge by contacting:
efinancial depot.com, Inc.
150 - 1875 Century Park East
Century City, CA 90067
Attention: The President
(Telephone: (877) 739-3812)
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Company are incorporated herein by
reference:
1. The Company's Registration Statement on Form 10-SB (Registration number
000-26899) filed on July 30, 1999 containing audited financial statements for
the fiscal year ended December 31, 1998 and December 31, 1997 and unaudited
financial statements for the three months ended June 30, 1999;
2. the Company's Quarterly Report on Form 10-QSB filed on November 22, 1999
for the quarter ending September 30, 1999, containing unaudited consolidated
financial statements for the three months ended September 30, 1999 and 1998;
3. the Company's Report on form 8-K filed on October 1, 1999;
4. the Company's Report on Form 8-K/A filed on December 8, 1999; and
5. the Company's Schedule 14C Information filed on October 13, 1999.
In addition to the foregoing, all documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment indicating that all
of the securities offered hereunder have been sold or deregistering all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of
filing of such documents. Any statement contained in a document incorporated by
reference in this Registration Statement shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed document that is also
incorporated by reference herein modifies or supersedes such statement. Any
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.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law provides as follows with
respect to indemnification of directors and officers:
(a) A corporation shall have 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 interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe the
person's conduct was unlawful. The termination of any action, suit or proceeding
by judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that the
person's conduct was unlawful.
<PAGE>
(b) A corporation shall have 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 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) 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 interests 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.
(c) To the extent that a present or former director or officer of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, such person shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the present or
former director, officer, employee or agent is proper in the circumstances
because the person has met the applicable standard of conduct set forth in
subsections (a) and (b) of this section. Such determination shall be made, with
respect to a person who is a director or officer at the time of such
determination, (1) by a majority vote of the directors who are not parties to
such action, suit or proceeding, even though less than a quorum, or (2) by a
committee of such directors designated by majority vote of such directors, even
though less than a quorum, or (3) if there are no such directors, or if such
directors so direct, by independent legal counsel in a written opinion, or (4)
by the stockholders;
(e) Expenses (including attorneys' fees) incurred by an officer or director
in defending any civil, criminal, administrative or investigative action, suit
or proceeding may be paid by the corporation in advance of the final disposition
of such action, suit or proceeding upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount if it shall ultimately
be determined that such person is not entitled to be indemnified by the
corporation as authorized in this section. Such expenses (including attorneys'
fees) incurred by former directors and officers or other employees and agents
may be so paid upon such terms and conditions, if any, as the corporation deems
appropriate.
(f) The indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this section shall not be deemed exclusive
of any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in such person's
official capacity and as to action in another capacity while holding such
office.
(g) A corporation shall have power to purchase and maintain insurance on
behalf of any person who 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 any liability asserted against such
person and incurred by such person in any such capacity, or arising out of such
person's status as such, whether or not the corporation would have the power to
indemnify such person against such liability under this section.
<PAGE>
(h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under this section with respect to the resulting or surviving
corporation as such person would have with respect to such constituent
corporation if its separate existence had continued.
(i) For purposes of this section, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee or
agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner such person
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
section.
(j) The indemnification and advancement of expenses provided by, or granted
pursuant to, this section shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
(k) The Court of Chancery is hereby vested with exclusive jurisdiction to
hear and determine all actions for advancement of expenses or indemnification
brought under this section or under any bylaw, agreement, vote of stockholders
or disinterested directors, or otherwise. The Court of Chancery may summarily
determine a corporation's obligation to advance expenses (including attorneys'
fees).
The Company's Articles provide as follows with respect to indemnification of
directors and officers:
7.1 AUTHORIZATION FOR INDEMNIFICATION. The Company may indemnify, in the
manner and to the full extent permitted by law, any person (or the estate,
heirs, executors, or administrators of any person) who was or is a party to, 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 Company), by reason of the fact
that such person is or was a director, officer, employee or agent of the
Company, or is or was serving at the request of the Company 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 him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Company, and with respect to any criminal action or proceeding,
that he had reasonable cause to believe that his conduct was unlawful.
<PAGE>
7.2 ADVANCE OF EXPENSES. Costs and expenses (including attorneys' fees)
incurred by or on behalf of a director or officer in defending or investigating
any action, suit, proceeding or investigation may be paid by the Company in
advance of the final disposition of such matter, if such director or officer
shall undertake in writing to repay any such advances in the event that it is
ultimately determined that he is not entitled to indemnification. Such expenses
incurred by other employees and agents may be so paid upon such terms and
conditions, if any, as the Board deems appropriate. Notwithstanding the
foregoing, no advance shall be made by the Company if a determination is
reasonably and promptly made by the Board by a majority vote of a quorum of
disinterested directors, or (if such a quorum is not obtainable or, even if
obtainable, a quorum of disinterested directors so directs) by independent legal
counsel in a written opinion, or by the stockholders, that, based upon the facts
known to the Board or counsel at the time such determination is made, (a) the
director, officer, employee or agent acted in bad faith or deliberately breached
his duty to the Company or its stockholders, and (b) as a result of such actions
by the director, officer, employee or agent, it is more likely than not that it
will ultimately be determined that such director, officer, employee or agent is
not entitled to indemnification.
7.3 INSURANCE. The Company may purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the Company,
or is or was serving at the request of the Company as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise or as a member of any committee or similar body against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the Company would have the
power to indemnify him against such liability under the provisions of this
Article or applicable law.
7.4 NON-EXCLUSIVITY. The right of indemnity and advancement of expenses
provided herein shall not be deemed exclusive of any other rights to which any
person seeking indemnification or advancement of expenses from the Company may
be entitled under any agreement, vote of stockholders or disinterested directors
or otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office. Any agreement for indemnification of
or advancement of expenses to any director, officer, employee or other person
may provide rights of indemnification or advancement of expenses which are
broader or otherwise different from those set forth herein.
The Company's directors and officers are insured against losses arising from any
claim against them as such for wrongful acts or omissions, subject to certain
limitations.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
4(a) efinancial depot.com, Inc. 1999 Stock Option Plan, as amended
4(b) Form of Stock Option Agreement
5 Opinion of Clark, Wilson
23.1 Consents Clark, Wilson (included in Exhibit 5)
23.2 Consent of Auditor (Stefanou & Company, LLP)
24 Power of Attorney (included in signature page)
ITEM 9. UNDERTAKINGS.
1. The undersigned Company hereby undertakes that:
<PAGE>
(a) to file, during any period in which offers or sales are being made, a
post-effective amendment of 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 a 20% 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 of 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
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 Company pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement;
(b) for the purposes of determining any liability under the Securities Act
of 1933, each 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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or 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.
3. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suite or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company 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 of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
THE COMPANY. Pursuant to the requirements of the Securities Act of 1933, the
Company 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 Century City, in the State of California, on 10th day
of March, 2000
(Registrant) efinancial depot.com, Inc.
By (Signature and Title) /s/ John Huguet
-----------------
John Huguet, President
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears
below constitutes and appoints John Huguet his true and lawful attorney-in-fact
and agent 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 documents in connection
therewith, with the Securities and Exchange Commission, granting said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.
(Signature) /s/ John Huguet
-----------------
John Huguet
(Title) President and Chief Executive Officer (principal executive
officer)/Director
(Date) March 10, 2000
----------------
(Signature) /s/ Randy Doten
-----------------
Randy Doten
(Title) Vice President, Technical Development / Director
(Date) March 10, 2000
----------------
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 Century City, State of
California, on 10th day of March, 2000
(Plan) efinancialdepot.com, Inc. 1999 Stock Option Plan
By (Signature and Title) /s/ John Huguet
----------------
John Huguet, President and Chief Executive Officer
E-FINANCIALDEPOT.COM, INC.
1999 STOCK OPTION PLAN
This 1999 Stock Option Plan (the "Plan") provides for the grant of options
to acquire shares of common stock (the "Common Stock"), of e-financialdepot.com,
a corporation (the "Company"). Stock options granted under this Plan that
qualify under Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"), are referred to in this Plan as "Incentive Stock Options". Incentive
Stock Options and stock options that do not qualify under Section 422 of the
Code ("Non-Qualified Stock Options") granted under this Plan are referred to
collectively as "Options".
1. PURPOSE
The purpose of this Plan is to retain the services of valued key employees
and consultants of the Company and such other persons as the Plan Administrator
shall select in accordance with Section 3 below, and to encourage such persons
to acquire a greater proprietary interest in the Company, thereby strengthening
their incentive to achieve the objectives of the shareholders of the Company,
and to serve as an aid and inducement in the hiring of new employees and to
provide an equity incentive to consultants and other persons selected by the
Plan Administrator.
2. ADMINISTRATION
This Plan shall be administered initially by the Board of Directors of the
Company (the "Board"), except that the Board may, in its discretion, establish a
committee composed of two (2) or more members of the Board or two (2) or more
other persons to administer the Plan, which committee (the "Committee") may be
an executive, compensation or other committee, including a separate committee
especially created for this purpose. The Committee shall have the powers and
authority vested in the Board hereunder (including the power and authority to
interpret any provision of the Plan or of any Option). The members of any such
Committee shall serve at the pleasure of the Board. A majority of the members
of the Committee shall constitute a quorum, and all actions of the Committee
shall be taken by a majority of the members present. Any action may be taken by
a written instrument signed by all of the members of the Committee and any
action so taken shall be fully effective as if it had been taken at a meeting.
The Board or, if applicable, the Committee is referred to herein as the "Plan
Administrator".
Subject to the provisions of this Plan, and with a view to effecting its
purpose, the Plan Administrator shall have sole authority, in its absolute
discretion, to:
(a) construe and interpret this Plan;
(b) define the terms used in the Plan;
(c) prescribe, amend and rescind the rules and regulations relating to this
Plan;
(d) correct any defect, supply any omission or reconcile any inconsistency
in this Plan;
(e) grant Options under this Plan;
<PAGE>
(f) determine the individuals to whom Options shall be granted under this
Plan and whether the Option is an Incentive Stock Option or a Non-Qualified
Stock Option;
(g) determine the time or times at which Options shall be granted under this
Plan;
(h) determine the number of shares of Common Stock subject to each Option,
the exercise price of each Option, the duration of each Option and the times at
which each Option shall become exercisable;
(i) determine all other terms and conditions of the Options; and
(j) make all other determinations and interpretations necessary and
advisable for the administration of the Plan. All decisions, determinations and
interpretations made by the Plan Administrator shall be binding and conclusive
on all participants in the Plan and on their legal representatives, heirs and
beneficiaries.
The Board or, if applicable, the Committee may delegate to one or more
executive officers of the Company the authority to grant Options under this Plan
to employees of the Company who, on the Date of Grant (as defined in Section
5(b)), are not subject to Section 16 of the Exchange Act with respect to the
Common Stock ("Non-Insiders"), and are not "covered employees" as such term is
defined for purposes of Section 162(m) of the Code ("Non-Covered Employees"),
and in connection therewith the authority to determine:
(a) the number of shares of Common Stock subject to such Options;
(b) the duration of the Option;
(c) the vesting schedule for determining the times at which such Option
shall become exercisable; and
(d) all other terms and conditions of such Options.
The exercise price for any Option granted by action of an executive officer
or officers pursuant to such delegation of authority shall not be less than the
fair market value per share of the Common Stock on the Date of Grant. Unless
expressly approved in advance by the Board or the Committee, such delegation of
authority shall not include the authority to accelerate vesting, extend the
period for exercise or otherwise alter the terms of outstanding Options. The
term "Plan Administrator" when used in any provision of this Plan other than in
Sections 2, 5(f), 5(m) and 11 shall be deemed to refer to the Board or the
Committee, as the case may be, and an executive officer who has been authorized
to grant Options pursuant thereto, insofar as such provisions may be applied to
persons that are Non-Insiders and Non-Covered Employees and Options granted to
such persons.
3. ELIGIBILITY
Incentive Stock Options may be granted to any individual who, at the time
the Option is granted, is an employee of the Company or any Related Corporation
(as defined below)
<PAGE>
("Employees"). Non-Qualified Stock Options may be granted to Employees and to
such other persons, including directors and officers of the Company or any
Related Corporation, who are not Employees as the Plan Administrator shall
select. Options may be granted in substitution for outstanding Options of
another corporation in connection with the merger, consolidation, acquisition of
property or stock or other reorganization between such other corporation and the
Company or any subsidiary of the Company. Options also may be granted in
exchange for outstanding Options. Any person to whom an Option is granted under
this Plan is referred to as an "Optionee". Any person who is the owner of an
Option is referred to as a "Holder".
As used in this Plan, the term "Related Corporation" shall mean any
corporation (other than the Company) that is a "Parent Corporation" of the
Company or "Subsidiary Corporation" of the Company, as those terms are defined
in Sections 424(e) and 424(f), respectively, of the Code (or any successor
provisions) and the regulations thereunder (as amended from time to time).
4. STOCK
The Plan Administrator is authorized to grant Options to acquire up to a
total of 3,500,000 shares of the Company's authorized but unissued, or
reacquired, Common Stock. The number of shares with respect to which Options
may be granted hereunder is subject to adjustment as set forth in Section 5(m)
hereof. In the event that any outstanding Option expires or is terminated for
any reason, the shares of Common Stock allocable to the unexercised portion of
such Option may again be subject to an Option granted to the same Optionee or to
a different person eligible under Section 3 of this Plan; provided however, that
any cancelled Options will be counted against the maximum number of shares with
respect to which Options may be granted to any particular person as set forth in
Section 3 hereof.
5. TERMS AND CONDITIONS OF OPTIONS
Each Option granted under this Plan shall be evidenced by a written
agreement approved by the Plan Administrator (the "Agreement"). Agreements may
contain such provisions, not inconsistent with this Plan, as the Plan
Administrator in its discretion may deem advisable. All Options also shall
comply with the following requirements:
(a) Number of Shares and Type of Option
Each Agreement shall state the number of shares of Common Stock to which it
pertains and whether the Option is intended to be an Incentive Stock Option or a
Non-Qualified Stock Option. In the absence of action to the contrary by the
Plan Administrator in connection with the grant of an Option, all Options shall
be Non-Qualified Stock Options. The aggregate fair market value (determined at
the Date of Grant, as defined below) of the stock with respect to which
Incentive Stock Options are exercisable for the first time by the Optionee
during any calendar year (granted under this Plan and all other Incentive Stock
Option plans of the Company, a Related Corporation or a predecessor corporation)
shall not exceed $100,000, or such other limit as may be prescribed by the Code
as it may be amended from time to time. Any portion of an Option which exceeds
the annual limit shall not be void but rather shall be a Non-Qualified Stock
Option.
<PAGE>
(b) Date of Grant
Each Agreement shall state the date the Plan Administrator has deemed to be the
effective date of the Option for purposes of this Plan (the "Date of Grant").
(c) Option Price
Each Agreement shall state the price per share of Common Stock at which it is
exercisable. The exercise price shall be fixed by the Plan Administrator at
whatever price the Plan Administrator may determine in the exercise of its sole
discretion; provided that the per share exercise price for an Incentive Stock
Option or any Option granted to a "covered employee" as such term is defined for
purposes of Section 162(m) of the Code ("Covered Employee") shall not be less
than the fair market value per share of the Common Stock at the Date of Grant as
determined by the Plan Administrator in good faith; provided further, that with
respect to Incentive Stock Options granted to greater-than-ten percent (>10%)
shareholders of the Company (as determined with reference to Section 424(d) of
the Code), the exercise price per share shall not be less than one hundred ten
percent (110%) of the fair market value per share of the Common Stock at the
Date of Grant as determined by the Plan Administrator in good faith; and,
provided further, that Options granted in substitution for outstanding options
of another corporation in connection with the merger, consolidation, acquisition
of property or stock or other reorganization involving such other corporation
and the Company or any subsidiary of the Company may be granted with an exercise
price equal to the exercise price for the substituted option of the other
corporation, subject to any adjustment consistent with the terms of the
transaction pursuant to which the substitution is to occur.
(d) Duration of Options
At the time of the grant of the Option, the Plan Administrator shall designate,
subject to paragraph 5(g) below, the expiration date of the Option, which date
shall not be later than ten (10) years from the Date of Grant in the case of
Incentive Stock Options; provided, that the expiration date of any Incentive
Stock Option granted to a greater-than-ten percent (>10%) shareholder of the
Company (as determined with reference to Section 424(d) of the Code) shall not
be later than five (5) years from the Date of Grant. In the absence of action
to the contrary by the Plan Administrator in connection with the grant of a
particular Option, and except in the case of Incentive Stock Options as
described above, all Options granted under this Section 5 shall expire ten (10)
years from the Date of Grant.
(e) Vesting Schedule
No Option shall be exercisable until it has vested. The vesting schedule for
each Option shall be specified by the Plan Administrator at the time of grant of
the Option prior to the provision of services with respect to which such Option
is granted; provided, that if no vesting schedule is specified at the time of
grant, the Option shall vest forthwith upon granting.
<PAGE>
The Plan Administrator may specify a vesting schedule for all or any portion of
an Option based on the achievement of performance objectives established in
advance of the commencement by the Optionee of services related to the
achievement of the performance objectives. Performance objectives shall be
expressed in terms of one or more of the following: return on equity, return on
assets, share price, market share, sales, earnings per share, costs, net
earnings, net worth, inventories, cash and cash equivalents, gross margin or the
Company's performance relative to its internal business plan. Performance
objectives may be in respect of the performance of the Company as a whole
(whether on a consolidated or unconsolidated basis), a Related Corporation, or a
subdivision, operating unit, product or product line of either of the foregoing.
Performance objectives may be absolute or relative and may be expressed in terms
of a progression or a range. An Option that is exercisable (in full or in part)
upon the achievement of one or more performance objectives may be exercised only
following written notice to the Optionee and the Company by the Plan
Administrator that the performance objective has been achieved.
(f) Acceleration of Vesting
The vesting of one or more outstanding Options may be accelerated by the Plan
Administrator at such times and in such amounts as it shall determine in its
sole discretion.
(g) Term of Option
Vested Options shall terminate, to the extent not previously exercised, upon the
occurrence of the first of the following events:
(i) the expiration of the Option, as designated by the Plan Administrator in
accordance with Section 5(d) above;
(ii) the date of an Optionee's termination of employment or contractual
relationship with the Company or any Related Corporation for cause (as
determined in the sole discretion of the Plan Administrator);
(iii) the expiration of three (3) months from the date of an Optionee's
termination of employment or contractual relationship with the Company or any
Related Corporation for any reason whatsoever other than cause, death or
Disability (as defined below) unless, in the case of a Non-Qualified Stock
Option, the exercise period is extended by the Plan Administrator until a date
not later than the expiration date of the Option; or
(iv) the expiration of one year (1) from termination of an Optionee's
employment or contractual relationship by reason of death or Disability (as
defined below) unless, in the case of a Non-Qualified Stock Option, the exercise
period is extended by the Plan Administrator until a date not later than the
expiration date of the Option.
<PAGE>
Upon the death of an Optionee, any vested Options held by the Optionee
shall be exercisable only by the person or persons to whom such Optionee's
rights under such Option shall pass by the Optionee's will or by the laws of
descent and distribution of the state or county of the Optionee's domicile at
the time of death and only until such Options terminate as provided above. For
purposes of the Plan, unless otherwise defined in the Agreement, "Disability"
shall mean medically determinable physical or mental impairment which has lasted
or can be expected to last for a continuous period of not less than twelve (12)
months or that can be expected to result in death. The Plan Administrator shall
determine whether an Optionee has incurred a Disability on the basis of medical
evidence acceptable to the Plan Administrator. Upon making a determination of
Disability, the Plan Administrator shall, for purposes of the Plan, determine
the date of an Optionee's termination of employment or contractual relationship.
Unless accelerated in accordance with Section 5(f) above, unvested Options
shall terminate immediately upon termination of employment of the Optionee by
the Company for any reason whatsoever, including death or Disability. For
purposes of this Plan, transfer of employment between or among the Company
and/or any Related Corporation shall not be deemed to constitute a termination
of employment with the Company or any Related Corporation. For purposes of this
subsection, employment shall be deemed to continue while the Optionee is on
military leave, sick leave or other bona fide leave of absence (as determined by
the Plan Administrator). The foregoing notwithstanding, employment shall not be
deemed to continue beyond the first ninety (90) days of such leave, unless the
Optionee's re-employment rights are guaranteed by statute or by contract.
(h) Exercise of Options
Options shall be exercisable, in full or in part, at any time after vesting,
until termination. If less than all of the shares included in the vested
portion of any Option are purchased, the remainder may be purchased at any
subsequent time prior to the expiration of the Option term. No portion of any
Option for less than fifty (50) shares (as adjusted pursuant to Section 5(m)
below) may be exercised; provided, that if the vested portion of any Option is
less than fifty (50) shares, it may be exercised with respect to all shares for
which it is vested. Only whole shares may be issued pursuant to an Option, and
to the extent that an Option covers less than one (1) share, it is
unexercisable.
Options or portions thereof may be exercised by giving written notice to the
Company, which notice shall specify the number of shares to be purchased, and be
accompanied by payment in the amount of the aggregate exercise price for the
Common Stock so purchased, which payment shall be in the form specified in
Section 5(i) below. The Company shall not be obligated to issue, transfer or
deliver a certificate of Common Stock to the Holder of any Option, until
provision has been made by the Holder, to the satisfaction of the Company, for
the payment of the aggregate exercise price for all shares for which the Option
shall have been exercised and for satisfaction of any tax withholding
obligations associated with such exercise. During the lifetime of an Optionee,
Options are exercisable only by the Optionee or in the case of a Non-Qualified
Stock Option, transferee who takes title to such Option in the manner permitted
by subsection 5(k) hereof.
<PAGE>
(i) Payment upon Exercise of Option
Upon the exercise of any Option, the aggregate exercise price shall be paid to
the Company in cash or by certified or cashier's check. In addition, if
pre-approved in writing by the Plan Administrator who may arbitrarily withhold
consent, the Holder may pay for all or any portion of the aggregate exercise
price by complying with one or more of the following alternatives:
(i) by delivering to the Company shares of Common Stock previously held by
such Holder, or by the Company withholding shares of Common Stock otherwise
deliverable pursuant to exercise of the Option, which shares of Common Stock
received or withheld shall have a fair market value at the date of exercise (as
determined by the Plan Administrator) equal to the aggregate exercise price to
be paid by the Optionee upon such exercise;
(ii) by delivering a properly executed exercise notice together with
irrevocable instructions to a broker promptly to sell or margin a sufficient
portion of the shares and deliver directly to the Company the amount of sale or
margin loan proceeds to pay the exercise price; or
(iii) by complying with any other payment mechanism approved by the Plan
Administrator at the time of exercise.
(j) Rights as a Shareholder
A Holder shall have no rights as a shareholder with respect to any shares
covered by an Option until such Holder becomes a record holder of such shares,
irrespective of whether such Holder has given notice of exercise. Subject to
the provisions of Section 5(m) hereof, no rights shall accrue to a Holder and no
adjustments shall be made on account of dividends (ordinary or extraordinary,
whether in cash, securities or other property) or distributions or other rights
declared on, or created in, the Common Stock for which the record date is prior
to the date the Holder becomes a record holder of the shares of Common Stock
covered by the Option, irrespective of whether such Holder has given notice of
exercise.
(k) Transfer of Option
Options granted under this Plan and the rights and privileges conferred by this
Plan may not be transferred, assigned, pledged or hypothecated in any manner
(whether by operation of law or otherwise) other than by will, by applicable
laws of descent and distribution or (except in the case of an Incentive Stock
Option) pursuant to a qualified domestic relations order, and shall not be
subject to execution, attachment or similar process; provided however, that any
Agreement may provide or be amended to provide that a Non-Qualified Stock Option
to which it relates is transferable without payment of consideration to
immediate family members of the Optionee or to trusts or partnerships or limited
liability companies established exclusively for the benefit of the Optionee and
the Optionee's immediate family members. Upon any attempt to transfer, assign,
pledge, hypothecate or otherwise
<PAGE>
dispose of any Option or of any right or privilege conferred by this Plan
contrary to the provisions hereof, or upon the sale, levy or any attachment or
similar process upon the rights and privileges conferred by this Plan, such
Option shall thereupon terminate and become null and void.
(l) Securities Regulation and Tax Withholding
(i) Shares shall not be issued with respect to an Option unless the exercise
of such Option and the issuance and delivery of such shares shall comply with
all relevant provisions of law, including, without limitation, Section 162(m) of
the Code, any applicable state securities laws, the Securities Act of 1933, as
amended, the Exchange Act, the rules and regulations thereunder and the
requirements of any stock exchange or automated inter-dealer quotation system of
a registered national securities association upon which such shares may then be
listed, and such issuance shall be further subject to the approval of counsel
for the Company with respect to such compliance, including the availability of
an exemption from registration for the issuance and sale of such shares. The
inability of the Company to obtain from any regulatory body the authority deemed
by the Company to be necessary for the lawful issuance and sale of any shares
under this Plan, or the unavailability of an exemption from registration for the
issuance and sale of any shares under this Plan, shall relieve the Company of
any liability with respect to the non-issuance or sale of such shares.
As a condition to the exercise of an Option, the Plan Administrator may require
the Holder to represent and warrant in writing at the time of such exercise that
the shares are being purchased only for investment and without any then-present
intention to sell or distribute such shares. At the option of the Plan
Administrator, a stop-transfer order against such shares may be placed on the
stock books and records of the Company, and a legend indicating that the stock
may not be pledged, sold or otherwise transferred unless an opinion of counsel
is provided stating that such transfer is not in violation of any applicable law
or regulation, may be stamped on the certificates representing such shares in
order to assure an exemption from registration. The Plan Administrator also may
require such other documentation as may from time to time be necessary to comply
with federal and state securities laws. THE COMPANY HAS NO OBLIGATION TO
UNDERTAKE REGISTRATION OF OPTIONS OR THE SHARES OF STOCK ISSUABLE UPON THE
EXERCISE OF OPTIONS.
(ii) The Holder shall pay to the Company by certified or cashier's check,
promptly upon exercise of an Option or, if later, the date that the amount of
such obligations becomes determinable, all applicable federal, state, local and
foreign withholding taxes that the Plan Administrator, in its discretion,
determines to result upon exercise of an Option or from a transfer or other
<PAGE>
disposition of shares of Common Stock acquired upon exercise of an Option or
otherwise related to an Option or shares of Common Stock acquired in connection
with an Option. Upon approval of the Plan Administrator, a Holder may satisfy
such obligation by complying with one or more of the following alternatives
selected by the Plan Administrator:
A. by delivering to the Company shares of Common Stock previously held by
such Holder or by the Company withholding shares of Common Stock otherwise
deliverable pursuant to the exercise of the Option, which shares of Common Stock
received or withheld shall have a fair market value at the date of exercise (as
determined by the Plan Administrator) equal to any withholding tax obligations
arising as a result of such exercise, transfer or other disposition;
B. by executing appropriate loan documents approved by the Plan
Administrator by which the Holder borrows funds from the Company to pay any
withholding taxes due under this paragraph 5(l)(ii), with such repayment terms
as the Plan Administrator shall select; or
C. by complying with any other payment mechanism approved by the Plan
Administrator from time to time.
(iii) The issuance, transfer or delivery of certificates of Common Stock
pursuant to the exercise of Options may be delayed, at the discretion of the
Plan Administrator, until the Plan Administrator is satisfied that the
applicable requirements of the federal and state securities laws and the
withholding provisions of the Code have been met and that the Holder has paid or
otherwise satisfied any withholding tax obligation as described in 5(l)(ii)
above.
(m) Stock Dividend or Reorganization
(i) If (1) the Company shall at any time be involved in a transaction
described in Section 424(a) of the Code (or any successor provision) or any
"corporate transaction" described in the regulations thereunder; (2) the Company
shall declare a dividend payable in, or shall subdivide or combine, its Common
Stock or (3) any other event with substantially the same effect shall occur, the
Plan Administrator shall, subject to applicable law, with respect to each
outstanding Option, proportionately adjust the number of shares of Common Stock
subject to such Option and/or the exercise price per share so as to preserve the
rights of the Holder substantially proportionate to the rights of the Holder
prior to such event, and to the extent that such action shall include an
increase or decrease in the number of shares of Common Stock subject to
outstanding Options, the number of shares available under Section 4 of this Plan
shall
<PAGE>
automatically be increased or decreased, as the case may be, proportionately,
without further action on the part of the Plan Administrator, the Company, the
Company's shareholders, or any Holder.
(ii) In the event that the presently authorized capital stock of the Company
is changed into the same number of shares with a different par value, or without
par value, the stock resulting from any such change shall be deemed to be Common
Stock within the meaning of the Plan, and each Option shall apply to the same
number of shares of such new stock as it applied to old shares immediately prior
to such change.
(iii) If the Company shall at any time declare an extraordinary dividend
with respect to the Common Stock, whether payable in cash or other property, the
Plan Administrator may, subject to applicable law, in the exercise of its sole
discretion and with respect to each outstanding Option, proportionately adjust
the number of shares of Common Stock subject to such Option and/or adjust the
exercise price per share so as to preserve the rights of the Holder
substantially proportionate to the rights of the Holder prior to such event, and
to the extent that such action shall include an increase or decrease in the
number of shares of Common Stock subject to outstanding Options, the number of
shares available under Section 4 of this Plan shall automatically be increased
or decreased, as the case may be, proportionately, without further action on the
part of the Plan Administrator, the Company, the Company's shareholders, or any
Holder.
(iv) The foregoing adjustments in the shares subject to Options shall be
made by the Plan Administrator, or by any successor administrator of this Plan,
or by the applicable terms of any assumption or substitution document.
(v) The grant of an Option shall not affect in any way the right or power of
the Company to make adjustments, reclassifications, reorganizations or changes
of its capital or business structure, to merge, consolidate or dissolve, to
liquidate or to sell or transfer all or any part of its business or assets.
6. EFFECTIVE DATE; SHAREHOLDER APPROVAL
Incentive Stock Options may be granted by the Plan Administrator from time
to time on or after the date on which this Plan is adopted (the "Effective
Date") through the day immediately preceding the tenth anniversary of the
Effective Date. Non-Qualified Stock Options may be granted by the Plan
Administrator on or after the Effective Date and until this Plan is terminated
by the Board in its sole discretion. Termination of this Plan shall not
terminate any Option granted prior to such termination. Any Incentive Stock
Options granted by the Plan Administrator prior to the approval of this Plan by
the shareholders of the Company in accordance with Section 422 of the Code shall
be granted subject to ratification of this Plan by the shareholders of the
Company within twelve (12) months before or after the Effective Date. Any
Option granted by the Plan Administrator to any Covered Employee prior to the
approval of this Plan by the shareholders of the
<PAGE>
Company in accordance with such Code provision shall be granted subject to
ratification of this Plan by the shareholders of the Company within twelve (12)
months before or after the Effective Date. If such shareholder ratification is
sought and not obtained, all Options granted prior thereto and thereafter shall
be considered Non-Qualified Stock Options and any Options granted to Covered
Employees will not be eligible for the exclusion set forth in Section 162(m) of
the Code with respect to the deductibility by the Company of certain
compensation.
7. NO OBLIGATIONS TO EXERCISE OPTION
The grant of an Option shall impose no obligation upon the Optionee to
exercise such Option.
8. NO RIGHT TO OPTIONS OR TO EMPLOYMENT
Whether or not any Options are to be granted under this Plan shall be
exclusively within the discretion of the Plan Administrator, and nothing
contained in this Plan shall be construed as giving any person any right to
participate under this Plan. The grant of an Option shall in no way constitute
any form of agreement or understanding binding on the Company or any Related
Company, express or implied, that the Company or any Related Company will employ
or contract with an Optionee for any length of time, nor shall it interfere in
any way with the Company's or, where applicable, a Related Company's right to
terminate Optionee's employment at any time, which right is hereby reserved.
9. APPLICATION OF FUNDS
The proceeds received by the Company from the sale of Common Stock issued
upon the exercise of Options shall be used for general corporate purposes,
unless otherwise directed by the Board.
10. INDEMNIFICATION OF PLAN ADMINISTRATOR
In addition to all other rights of indemnification they may have as members
of the Board, members of the Plan Administrator shall be indemnified by the
Company for all reasonable expenses and liabilities of any type or nature,
including attorneys' fees, incurred in connection with any action, suit or
proceeding to which they or any of them are a party by reason of, or in
connection with, this Plan or any Option granted under this Plan, and against
all amounts paid by them in settlement thereof (provided that such settlement is
approved by independent legal counsel selected by the Company), except to the
extent that such expenses relate to matters for which it is adjudged that such
Plan Administrator member is liable for willful misconduct; provided, that
within fifteen (15) days after the institution of any such action, suit or
proceeding, the Plan Administrator member involved therein shall, in writing,
notify the Company of such action, suit or proceeding, so that the Company may
have the opportunity to make appropriate arrangements to prosecute or defend the
same.
11. AMENDMENT OF PLAN
The Plan Administrator may, at any time, modify, amend or terminate this
Plan or modify or amend Options granted under this Plan, including, without
limitation, such modifications or
<PAGE>
amendments as are necessary to maintain compliance with applicable statutes,
rules or regulations; provided however, no amendment with respect to an
outstanding Option which has the effect of reducing the benefits afforded to the
Holder thereof shall be made over the objection of such Holder; further
provided, that the events triggering acceleration of vesting of outstanding
Options may be modified, expanded or eliminated without the consent of Holders.
The Plan Administrator may condition the effectiveness of any such amendment on
the receipt of shareholder approval at such time and in such manner as the Plan
Administrator may consider necessary for the Company to comply with or to avail
the Company and/or the Optionees of the benefits of any securities, tax, market
listing or other administrative or regulatory requirement. Without limiting the
generality of the foregoing, the Plan Administrator may modify grants to persons
who are eligible to receive Options under this Plan who are foreign nationals or
employed outside the United States to recognize differences in local law, tax
policy or custom.
Effective Date: October 31, 1999
STOCK OPTION AGREEMENT
e-financial depot.com
1999 STOCK OPTION PLAN
THIS AGREEMENT is entered into as of the ---- day of -------------,
1999 ("Date of Grant') between e-financial depot.com, a Nevada corporation (the
"Company"), and --------------------- (the "Optionee").
WHEREAS, the Board of Directors of the Company (the "Board") has
approved and adopted the 1999 Stock Option Plan (the "Plan"), pursuant to which
the Board is authorized to grant to employees and other selected persons stock
options to purchase common stock, without par value, of the Company (the "Common
Stock");
WHEREAS, the Plan provides for the granting of stock options that
either (i) are intended to qualify as "Incentive Stock Options" within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"), or (ii) do not qualify under Section 422 of the Code ("Non-Qualified
Stock Options");
WHEREAS, the Board has authorized the grant to Optionee of options to
purchase a total of ---------- shares of Common Stock (the "Options"), which
Options are intended to be (select one):
- ----------- Incentive Stock Options
- ----------- Non-Qualified Stock Options;
NOW THEREFORE, the Company agrees to offer to the Optionee the option
to purchase, upon the terms and conditions set forth herein and in the Plan,
- ---------- shares of Common Stock. Capitalized terms not otherwise defined
herein shall have the meanings ascribed thereto in the Plan .
1. Exercise Price.
The exercise price of the options shall be $----------- per share.
2. Limitation on the Number of Shares.
If the Options granted hereby are Incentive Stock Options, the number
of shares which may be acquired upon exercise thereof is subject to the
limitations set forth in Section 5(a) of the Plan.
3. Vesting Schedule.
The Options are exercisable in accordance with the following vesting
schedule:
(a) -------% of the Options may be exercised after ----------;
<PAGE>
(b) ---------% of the Options may be exercised after --------;
(c) ---------% of the Options may be exercised after ---------;
(d) ---------% of the Options may be exercised after ---------;
4. Options non Transferable.
This Option may not be transferred, assigned, pledged or hypothecated
in any manner (whether by operation of law or otherwise) other than by will, by
applicable laws of descent and distribution or (except in the case of an
Incentive Stock Option) pursuant to a qualified domestic relations order, and
shall not be subject to execution, attachment or similar process; provided,
however, that if this Option represents a Non-Qualified Stock Option, such
Option is transferable without payment of consideration to immediate family
members of the Optionee or to trusts or partnerships established exclusively for
the benefit of the Optionee and the Optionee's immediate family members. Upon
any attempt to transfer, pledge, hypothecate or otherwise dispose of any Option
or of any right of privilege conferred by the Plan contrary to the provisions
thereof, or upon the sale, levy or attachment or similar process upon the rights
and privileges conferred by the Plan, such Option shall thereupon terminate and
become null and void.
5. Investment Intent.
By accepting the option, the Optionee represents and agrees that none
of the shares of Common Stock purchased upon exercise of the Option will be
distributed in violation of applicable federal and state laws and regulations.
In addition, the Company may require, as a condition of exercising the Options,
that the Optionee execute an undertaking, in such a form as the Company shall
reasonably specify, that the Stock is being purchased only for investment and
without any then-present intention to sell or distribute such shares.
6. Termination of Employment and Options.
Vesting Options shall terminate, to the extent not previously
exercised, upon the occurrence of the first of the following events:
(a) Expiration: Ten (10) years; except, that the expiration date of any
Incentive Stock Option granted to a greater-than ten percent (> 10%) shareholder
of the Company shall not be later than five (5) years from the Date of Grant.
(b) Termination for Cause: The date of an Optionee's termination of
employment or contractual relationship with the Company or any Related
Corporation for cause (as determined in the sole discretion of the Plan
Administrator).
(c) Termination Due to Death or Disability: The expiration of one (1) year
from the date of the death of the Optionee or cessation of an Optionee's
employment or contractual relationship by reason of Disability (as defined in
Section 5(g) of the Plan). If an Optionee's employment or contractual
relationship is terminated by death, any Option held by the Optionee shall be
exercisable only by the person or
<PAGE>
persons to whom such Optionee's rights under such Option shall pass by the
Optionee's will or by the laws of descent and distribution.
(d) Termination Due to Cessation of Service as a Director: The expiration
of ninety (90) days from the date an Optionee, if a director of the Company,
ceases to serve as a director of the Company.
(e) Termination for Any Other Reason: The expiration of three (3) months
from the date of an Optionee's termination of employment or contractual
relationship with the Company or any Related Corporation for any reason
whatsoever other than cause, death or Disability (as defined in Section 5(g) of
the Plan).
Each unvested Option granted pursuant hereto shall terminate immediately upon
termination of the Optionee's employment or contractual relationship with the
Company for any reason whatsoever, including death or Disability unless vesting
is accelerated in accordance with Section 5(f) of the Plan.
7. Stock.
In the case of any stock split, stock dividend or like charge in the
nature of shares of Stock covered by this Agreement, the number of shares and
exercise price shall be proportionately adjusted as set forth in Section 5(m) of
the Plan.
8. Exercise of Option.
Options shall be exercisable, in full or in part, at any time after
vesting, until termination; provided, however, that any Optionee who is subject
to the reporting and liability provisions of Section 16 of the Securities
Exchange Act of 1934 with respect to the Common Stock shall be precluded from
selling or transferring any Common Stock or other security underlying an Option
during the six (6) months immediately following the grant of that Option. If
less than all of the shares included in the vesting portion of any Option are
purchased, the remainder may be purchased at any subsequent time prior to the
expiration of the Option term. No portion of any Option for less than fifty
(50) shares (as adjusted pursuant to Section 5(m) of the Plan) may be exercised;
provided, that if the vested portion of any Option is less than fifty (50)
shares, it may be exercised with respect to all shares for which it is vested.
Only whole shares may be issued pursuant to an Option, and to the extent that an
Option covers less than one (1) share, it is unexercisable.
Each exercise of the Option shall be by means of delivery of a notice
of election to exercise (which may be in the form attached hereto as Exhibit A)
to the Secretary of the Company at its principal executive office, specifying
the number of shares of Common Stock to be purchased and accompanied by payment
in cash by certified check or cashier's cheque in the amount of the full
exercise price for the Common Stock to be purchased. In addition to payment in
cash by certified cheque or cashier's cheque, an Optionee or transferee of an
Option may pay for all or any portion of the aggregate exercise price by
complying with one or more of the following alternatives:
<PAGE>
(a) by delivering to the Company shares of Common Stock previously held by
such person or by the Company withholding shares of Common Stock otherwise
deliverable pursuant to exercise of the Option, which shares of Common Stock
received or withheld shall have a fair market value at the date of exercise (as
determined by the Plan Administrator) equal to the aggregate purchase price to
be paid by the Optionee upon such exercise;
(b) by delivering a properly executed exercise notice together with
irrevocable instructions to a broker promptly to sell or margin a sufficient
portion of the shares and deliver directly to the Company the amount of sale or
margin loan proceeds to pay the exercise price; or
(c) by complying with any other payment mechanism approved by the Plan
Administrator at the time of exercise.
It is a condition precedent to the issuance of shares of Common Stock
that the Optionee execute and deliver to the Company a Stock Transfer Agreement,
in a form acceptable to the Company, to the extent required pursuant to the
terms thereof.
9. Holding Period for Incentive Stock Options.
Period for Incentive Stock Options. In order to obtain the tax
treatment provided for Incentive Stock Options by Section 422 of the Code, the
shares of Common Stock received upon exercising any Incentive Stock Options
received pursuant to this Agreement must be sold, if at all, after a date which
is later of two (2) years from the date of this agreement is entered into or one
(1) year from the date upon which the Options are exercised. The Optionee
agrees to report sales of such shares prior to the above determined date to the
Company within one (1) business day after such sale is concluded. The Optionee
also agrees to pay to the Company, within five (5) business days after such sale
is concluded, the amount necessary for the Company to satisfy its withholding
requirement required by the Code in the manner specified in Section 5(1)(2) of
the Plan. Nothing in this Section 9 is intended as a representation that Common
Stock may be sold without registration under state and federal securities laws
or an exemption therefrom, or that such registration or exemption will be
available at any specified time.
10. Subject to 1999 Stock Option Plan.
The terms of the Options are subject to the provisions of the Plan, as
the same may from time to time be amended, and any inconsistencies between this
Agreement and the Plan, as the same may be from time to time amended, shall be
governed by the provisions of the Plan, a copy of which has been delivered to
the Optionee, and which is available for inspection at the principal offices of
the Company.
11. Professional Advice.
The acceptance of the Options and the sale of Common Stock issued
pursuant to the exercise of Options may have consequences under federal and
state tax and securities laws which may vary depending upon the individual
circumstances of the Optionee. Accordingly, the Optionee acknowledges that he
or she has been advised to consult his or her personal legal and
<PAGE>
tax advisor in connection with this Agreement and his or her dealings with
respect to Options for the Common Stock. Without limiting other matters to be
considered, the Optionee should consider whether upon the exercise of Options,
the Optionee will file an election with the Internal Revenue Service pursuant to
Section 83(b) of the Code.
12. No Employment Relationship.
Whether or not any Options are to be granted under this Plan shall be
exclusively within the discretion of the Plan Administrator, and nothing
contained in this Plan shall be construed as giving any person any right to
participate under this Plan. The grant of an Option shall in no way constitute
any form of agreement or understanding binding on the Company or any Related
Company, express or implied, that the Company or any Related Company will employ
or contract with an Optionee for any length of time, nor shall it interfere in
any way with the Company's or, where applicable, a Related Company's right to
terminate Optionee's employment at any time, which right is hereby reserved.
13. Entire Agreement.
This Agreement is the only agreement between the Optionee and the
Company with respect to the Options, and this Agreement and the Plan supersede
all prior and contemporaneous oral and written statements and representations
and contain the entire agreement between the parties with respect to the
Options.
14. Notices.
Any notice required or permitted to be made or given hereunder shall
be mailed or delivered personally to the addresses set forth below, or as
changed from time to time by written notice to the other:
The Company: e-financial depot.com
Attention: John Huguet, President
The Optionee:
-----------------------------
-----------------------------
(address)
e-financial depot.com
Per:
------------------------
John Huguet, President
THERE MAY NOT BE PRESENTLY AVAILABLE EXEMPTIONS FROM THE REGISTRATION
REQUIREMENTS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS FOR THE ISSUANCE OF
SHARES OF STOCK UPON EXERCISE OF THESE OPTIONS. ACCORDINGLY, THESE OPTIONS
CANNOT BE EXERCISED UNLESS THESE OPTIONS AND THE SHARES OF STOCK TO BE ISSUED
UPON
<PAGE>
EXERCISE OF THESE OPTIONS ARE REGISTERED OR AN EXEMPTION FROM SUCH REGISTRATION
REQUIREMENTS IS AVAILABLE.
THE SHARES OF STOCK ISSUED PURSUANT TO THE EXERCISE OF OPTIONS WILL BE
"RESTRICTED SECURITIES" AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT OF 1933
AND WILL BEAR A LEGEND RESTRICTING RESALE UNLESS THEY ARE REGISTERED UNDER STATE
AND FEDERAL SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE
COMPANY IS NOT OBLIGATED TO REGISTER THE SHARES OF STOCK OR TO MAKE AVAILABLE
ANY EXEMPTION FROM REGISTRATION.
<PAGE>
EXHIBIT A
Notice of Election to Exercise
This Notice of Election to Exercise shall constitute proper notice
pursuant to Section 5(h) of the e-finance depot.com 1999 Stock Option Plan (the
"Plan") and Section 8 of that certain Stock Option Agreement (the "Agreement")
dated as of the ----- day of ----------, 1999 between e-financial depot.com (the
"Company") and the undersigned.
The undersigned hereby elects to exercise Optionee's option to
purchase ------- shares of the common stock of the Company at a price of
$------- per share, for aggregate consideration of $-------, on the terms and
conditions set forth in the Agreement and the Plan. Such aggregate
consideration, in the form specified in Section 8 of the Agreement, accompanies
this notice.
The undersigned has executed this Notice this ------- day of
- ---------, 1999.
- ---------------------------
Signature
- --------------------------
Name (typed or printed)
HSBC Building, 800 - 885 West Georgia St., Vancouver BC V6C 3H1 Canada Tel.:
(604) 687-5700 Fax: (604) 687-6314
Associated with: Eiko Sogo Law Office, Attorneys & Counsellors at Law, Osaka,
Japan. Some lawyers at Clark, Wilson practice through law corporations.
Reply Attention of: DAVID J. COWAN
Direct Telephone: (604) 643-3178
EMail Address: [email protected]
Website Address: WWW.CWILSON.COM
Our File No.: 22481-1 / D/LMC/74206.1
March 14, 2000
Board of Directors
efinancial depot.com, Inc.
1005 - 750 West Pender Street
Vancouver, BC V6C 2T8
ATTENTION: JOHN HUGUET
Dear Sirs:
We are counsel to efinancial depot.com, Inc. (the "Company"), a
Delaware corporation, and have assisted in the preparation of the Registration
Statement of the Company on Form S-8 (the "Registration Statement") covering
3,500,000 common shares (the "Shares") in the capital of the Company granted or
issuable pursuant to the Company's 1999 Stock Option Plan dated October 31, 1999
(the "1999 Plan).
We have examined originals or copies, certified or otherwise
identified to our satisfaction of the resolutions of the directors of the
Company with respect to the matters herein. We have also examined such statutes
and public and corporate records of the Company, and have considered such
questions of law as we have deemed relevant and necessary as a basis for the
opinion expressed herein. We have, for the purposes of this opinion, assumed
the genuineness of all signatures examined by us, the authenticity of all
documents and records submitted to us as originals and the conformity to all
original documents of all documents submitted to us as certified, photostatic or
facsimile copies.
Based upon and subject to the foregoing, and subject also to the
qualifications hereinafter expressed, we are of the opinion that each Share to
be issued and sold by the Company pursuant to the Registration Statement will
be, when sold and paid for pursuant to the terms of the 1999 Plan, validly
issued, fully paid and non-assessable.
This opinion is being furnished solely in connection with the filing
of the Registration Statement with the Securities and Exchange Commission, and
we hereby consent to the use of this opinion as an exhibit to the Registration
Statement. This consent is not to be construed as an admission that we are a
person whose consent is required to be filed with the
<PAGE>
Registration Statement under the provisions of the Securities Act 1933, as
amended. This opinion may not be relied upon, used by or distributed to any
person or entity for any other purpose without our prior written consent.
Yours truly,
CLARK, WILSON
/s/ Clark, Wilson
Included in Exhibit 5
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
TO: eFinancial Depot.com, Inc.
As independent certified public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form S-8, of our
report dated December 1, 1999 to RJI, Inc., included in eFinancial Depot.Com
Inc,'s Form 8K/A dated December 8, 1999.
/s/ Stefanou & Company LLP
Stefanou & Company LLP
McLean, Virginia
March 21, 2000
Included in signature page
