As filed with the Securities and Exchange Commission on July 20, 2000.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
El Sitio, Inc.
(Exact name of Registrant as specified in its charter)
British Virgin Islands Not Applicable
(State or other (I.R.S. Employer
jurisdiction Identification No.)
of incorporation or
organization)
Avenida Ingeniero Huergo 1167
C1107AOL Buenos Aires, Argentina
(Address of principal executive offices)
El Sitio, Inc. 1999 Stock Option Plan
(Full title of the plan)
CT Corporation System
111 8th Avenue, 13th Floor
New York, NY 10011
(Name and address of agent for service)
(305) 535-1112
(Telephone number, including area code, of agent for service)
Copy to:
Glenn M. Reiter, Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
Telephone: (212) 455-2000
CALCULATION OF REGISTRATION FEE
Title of Amount to be Proposed Proposed Amount of
securities to registered(1) maximum maximum registration
be registered offering aggregate fee (2)(3)
price per offering
share (2) price(2)
Common 1,572,700 $6.1875 $9,731,081 $2,569
Shares, par
value $0.01
<PAGE>
(1) Represents Common Shares issuable under the El Sitio, Inc. 1999
Stock Option Plan (the "Plan"). The maximum number of shares which may be
issued under the Plan are subject to adjustment in accordance with certain
anti-dilution and other provisions of the Plan. Accordingly, pursuant to Rule
416 under the Securities Act of 1933, as amended, this registration statement
includes, in addition to the number of shares stated above, an indeterminate
number of shares which may be subject to grant or otherwise issuable after
the operation of any such anti-dilution and other provisions.
(2) Pursuant to Rule 457(h)(1) under the Securities Act of 1933, the
proposed maximum offering price per share, the proposed maximum aggregate
offering price and the amount of registration fee have been computed on the
basis of the average of the bid and asked price of the Common Shares quoted
on the Nasdaq National Market System on July 19, 2000.
(3) Previously paid.
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<PAGE>
PART I
INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS
Item 1. Plan Information*
Item 2. Registrant Information and Employee Plan Annual Information*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended (the "Act"), and
Note to Part I of Form S-8.
I-1
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Not required to be filed with this Registration Statement
pursuant to General Instruction E for registration statements on Form S-8.
Item 4. Description of Securities.
Not required to be filed with this Registration Statement
pursuant to General Instruction E for registration statements on Form S-8.
Item 5. Interests of Named Experts and Counsel.
Not required to be filed with this Registration Statement
pursuant to General Instruction E for registration statements on Form S-8.
Item 6. Indemnification of Directors and Officers.
Not required to be filed with this Registration Statement
pursuant to General Instruction E for registration statements on Form S-8.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits filed as part of this Registration Statement are as
follows:
Exhibit
No. Description
------- -----------
4.1 El Sitio, Inc. 1999 Stock Option Plan, as amended
4.2 Form of Stock Option Agreement
4.3 Amendment to Form of Stock Option Agreement
5.1 Opinion of Conyers Dill & Pearman, B.V.I. Counsel to the Registrant
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Conyers Dill & Pearman (included in Exhibit 5.1)
24.1 Power of Attorney (included on the signature page to the
Registration Statement)
Item 9. Undertakings.
Not required to be filed with this Registration Statement
pursuant to General Instruction E for registration statements on Form S-8.
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Buenos Aires,
Argentina, on June 15, 2000.
EL SITIO, INC.
By: /s/ Horacio Milberg
-------------------
Horacio Milberg
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Horacio Milberg and Roberto
Cibrian-Campoy, with full power to act without the other, and each of them,
as such person's true and lawful attorney- or attorneys-in-fact and agent or
agents, with full power of substitution and resubstitution, for such person
and in such person's name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments) to the
registration statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the U.S. Securities and
Exchange Commission and any other regulatory authority, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be
done in connection therewith, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or such person's
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
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<PAGE>
Name Title Date
---- ----- ----
/s/ Roberto Cibrian-Campoy Chief Executive June 15, 2000
-------------------------- Officer and Director
Roberto Cibrian-Campoy (Principal Executive
Officer)
/s/ Horacio Milberg Chief Financial June 15, 2000
-------------------------- Officer and Director
Horacio Milberg (Principal Financial
Officer)
/s/ Alfredo Jimenez de Chief Administrative June 15, 2000
Arechaga Officer, Controller
--------------------------- and Treasurer
Alfredo Jimenez de (Principal Accounting
Arechaga Officer)
/s/ Roberto Vivo-Chaneton Chairman of the Board June 15, 2000
--------------------------- of Directors
Roberto Vivo-Chaneton
--------------------------- Director June 15, 2000
Guillermo Liberman
--------------------------- Director June 15, 2000
Ricardo Verdaguer
--------------------------- Director June 15, 2000
Michael Greeley
/s/ Eric C. Neuman Director June 15, 2000
---------------------------
Eric C. Neuman
--------------------------- Director June 15, 2000
Carlos Cisneros
/s/ Sofia Pescarmona Director June 15, 2000
---------------------------
Sofia Pescarmona
II-3
<PAGE>
SIGNATURE OF AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed below in Miami,
Florida on July 10, 2000 by the undersigned as the duly authorized
representative of the Registrant in the United States.
/s/ Walter C. Forwood
-------------------------
Walter C. Forwood
Authorized Representative
II-4
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
------- -----------
4.1 El Sitio, Inc. 1999 Stock Option Plan, as amended
4.2 Form of Stock Option Agreement
4.3 Amendment to Form of Stock Option Agreement
5.1 Opinion of Conyers Dill & Pearman, B.V.I.
counsel to the Registrant
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Conyers Dill & Pearman (included
in Exhibit 5.1)
24.1 Power of Attorney (included on the signature
page to the Registration Statement)
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<PAGE>
Exhibit 4.1
EL SITIO, INC.
1999 STOCK OPTION PLAN
----------------------
1. Definitions.
-----------
In this Plan, except where the context otherwise indicates, the
following definitions apply:
1.1. "Adoption Date" means the date of the adoption of the Plan by the
Corporation.
1.2. "Affiliate" means, as to any Person, any other Person Controlled by,
Controlling, or under common Control with, such Person. In the case of
Incentive Stock Option this term shall have, with respect to the Corporation,
the meaning of Sections 424(e) and (f) of the Code (but substituting "the
Corporation" for "Employer Corporation").
1.3. "Agreement" means a written agreement granting an Option that is
executed by the Corporation and the Recipient.
1.4. "Board" means the Board of Directors of the Corporation.
1.5. "BVI" means the British Virgin Islands, place of the incorporation of
the Corporation.
1.6. "Capital Stock" means, with respect to any Person, all shares,
interests, rights to purchase, warrants, options, or other equivalents of or
interests in the common or preferred equity of such Person.
1.7. "Change of Control" means a change of control in the Stock of the
Corporation as specified in the Agreement.
1.8. "Code" means the Internal Revenue Code of 1986 of the United States of
America, as amended.
1.9. "Committee" means the committee appointed by the Board to administer
the Plan.
1.10. "Control" means: (a) the beneficial ownership of more than fifty
percent (50%) of the total Voting Stock then outstanding of a Person; or (b)
even if less than such percentage of outstanding Voting Stock is owned, the
power to direct the management and policies of such Person, directly or
through one or more intermediaries, whether through the ownership of voting
securities, by contract, or otherwise.
1.11. "Corporation" means EL SITIO, INC., a corporation incorporated in the
BVI.
<PAGE>
1.12. "Date of Exercise" means the date on which the Corporation receives
notice from an Eligible Individual of the exercise of an Option by such
Eligible Individual in accordance with the terms of Article 7 and the terms
of the Agreement.
1.13. "Date of Grant" means the date on which an Option is granted under the
Plan in accordance with the Agreement.
1.14. "Date of Termination" means the date of the termination for any reason
of the labor or contractual relationship between the Eligible Individual and
the Corporation or any Affiliate as establish by the laws of the country
where the Recipient performs his work.
1.15. "Director" means a member of the Board of Directors of the Corporation
or any Affiliate.
1.16. "Eligible Individual" means (i) any Employee, or Director or (ii) any
consultant or advisor to the Corporation or an Affiliate who renders bona
fide services to the Corporation or any Affiliate, who in accordance with the
Plan is entitled to be beneficiary of Options under this Plan.
1.17. "Employee" means any employee of the Corporation or any Affiliate or
any person who has been hired to be an employee of the Corporation or any
Affiliate.
1.18. "Exchange Act" means the Securities and Exchange Commission of 1934 of
the United States of America, as amended.
1.19. "Expiration Date" means the date of the expiration of the right of the
Eligible Individual to exercise the Option.
1.20. "Fair Market Value" means the fair market value of a Share as
determined by the Committee pursuant to a reasonable method adopted in good
faith for such purpose.
1.21. "Governmental Authority" means any nation or government, any state or
other political subdivision thereof (including, but not limited to, federal,
national, state, provincial, regional and municipal) and any entity
exercising executive, legislative, judicial, regulatory, or administrative
authority.
1.22. "Incentive Stock Option" means an Option granted under the Plan that
qualifies as an incentive stock option under Section 422 of the Code and that
the Corporation designates as such in the Agreement granting the Option.
1.23. "Market Price" means the price of the Shares of the Corporation listed
on the NASDAQ.
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<PAGE>
1.24. "NASDAQ" means the National Association of Securities Dealers
Automated Quotation.
1.25. "Nonqualified Stock Option" means an Option granted for the benefit of
US Eligible Individuals under the Plan that is not an Incentive Stock Option.
1.26. "Option" means an option to purchase Shares granted under the Plan,
including the Nonqualified Stock Option and the Incentive Stock Option.
1.27. "Option Exercise Price" means the price per Share at which an Option
may be exercised in accordance with the Agreement. The Option Price and the
criterion for the determination of the Option Price shall be determined by
the Committee provided, however, that, in the case of Incentive Stock Options
the Option Price shall not be less than the Fair Market Value as of the Date
of Grant. Notwithstanding the foregoing, in the case of an Incentive Stock
Option granted to a Recipient who (applying the rules of Section 424(d) of
the Code) owns stock possessing more than ten percent of the total combined
voting power of all classes of stock of the Corporation or any Affiliate (a
"Ten-Percent Stockholder"), the Option Price shall not be less than one
hundred and ten percent (110%) of the Fair Market Value on the Date of Grant.
The Option Price of any Option shall be subject to adjustment to the extent
provided in Article 9 hereof.
1.28. "Option Period" means the period during which an Option may be
exercised.
1.29. "Person" means an individual, a partnership, a joint venture, a
corporation, a trust, a limited liability company, an unincorporated
organization or a Governmental Authority.
1.30. "Plan" means the EL SITIO, INC. 1999 Stock Option Plan.
1.31. "Recipient" means an Eligible Individual to whom an Option has been
granted.
1.32. "Securities Act" means the Securities Act of 1933 of the United States
of America.
1.33. "Share" means a share of common Stock of the Corporation.
1.34. "Stock" means the common shares of the Corporation, par value $ 0.01.
1.35. "US Eligible Individual" means Eligible Individuals who are
beneficiaries of the Incentive Stock Option or Nonqualified Stock Option.
1.36. "US SEC" means the Securities and Exchange Commission of the United
States of America.
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<PAGE>
1.37. "Voting Stock" means with respect to any Person, Capital Stock
ordinarily having the power to vote for the election of directors, managers
or other voting members of the governing of such Person.
2. Purpose.
-------
The Plan is intended to assist the Corporation and its Affiliates in
attracting and retaining Eligible Individuals of outstanding ability and to
promote the identification of their interests with those of the stockholders
of the Corporation.
3. Administration.
--------------
The Committee shall administer the Plan and shall have plenary
authority, in its discretion, to award Options to Eligible Individuals,
subject to the provisions of the Plan. The Committee shall have plenary
authority and discretion, subject to the provisions of the Plan, to determine
(i) which Eligible Individuals shall be granted Options, (ii) the time or
times at which Options are granted and (iii) the type and terms (which terms
need not be identical) of all Options including, but not limited to, (a) the
Option Exercise Price, (b) the number of Shares subject to an Option, (c)
whether an Option shall be an Incentive Stock Option or a Nonqualified Stock
Option, (d) any provisions relating to vesting, and (e) any circumstances in
which Options terminate or Shares may be repurchased by the Corporation. In
making these determinations, the Committee may take into account the nature
of the services rendered by the Eligible Individuals, their present and
potential contributions to the success of the Corporation and its Affiliates,
and such other factors as the Committee in its discretion shall deem
relevant. Subject to the provisions of the Plan, the Committee shall have
plenary authority to construe and interpret the Plan and the Agreements, to
prescribe, amend and rescind rules and regulations relating to the Plan and
to make all other determinations deemed necessary or advisable for the
administration of the Plan, including, but not limited to, any determination
to accelerate the vesting of outstanding Options or to convert unexercised
portion of an Incentive Stock Option to an option which is not an Incentive
Stock Option. The determinations of the Committee on the matters referred to
in this Article 3 shall be binding and final.
4. Eligibility.
-----------
Options may be granted only to Eligible Individuals, provided,
however, that only Employees who have commenced employment with the
Corporation and its Affiliates shall be eligible to receive Incentive Stock
Options.
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<PAGE>
No Eligible Individual shall be granted an Option to purchase Shares
which represent more than 25% of the total number of Shares subject to the
Plan.
5. Stock Subject to the Plan.
-------------------------
5.1. Subject to adjustment as provided in Article 9, the number of Shares
that may be issued under the Plan is 4,812,700 subject to stockholders
approval as required under applicable law. However, the Corporation may
increase the number of Shares subject to the Plan.
5.2. If an Option expires or terminates for any reason without having been
fully exercised, the unissued Shares which had been subject to such Option
shall become available for the grant of additional Options.
6. Options.
-------
6.1. Options granted under the Plan shall be either Incentive Stock Options
or Nonqualified Stock Options, as designated by the Committee. Each Option
granted under the Plan shall be clearly identified either as an Incentive
Stock Option or a Nonqualified Stock Option and shall be evidenced by an
Agreement that specifies the terms and conditions of the grant. Options
granted to Eligible Individuals shall be subject to the terms and conditions
set forth in this Article 6 and such other terms and conditions not
inconsistent with this Plan as the Committee may specify.
6.2. The Option Period for Options granted to Eligible Individuals shall be
determined by the Committee and specifically set forth in the Agreement,
provided, however, that an Option shall not be exercisable after ten years
(five years in the case of an Incentive Stock Option granted to a Ten-Percent
Stockholder) from its Date of Grant.
7. Exercise of Options.
-------------------
7.1. An Option may, subject to the terms of the applicable Agreement under
which it is granted, be exercised in whole or in part by the delivery to the
Corporation of written notice of the exercise, in such form as the Committee
may prescribe, accompanied by full payment of the Option Exercise Price for
the Shares with respect to which the Option is exercised as provided in
Article 7.2 hereof or in any other manner to be established by the Committee.
7.2. Payment of the aggregate Option Exercise Price of the Shares with
respect to which an Option is being exercised shall be made in cash provided,
however, that the Committee, in its sole discretion, may authorize payment to
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<PAGE>
be made in Shares of the Corporation, promissory notes or other property, or
some combination thereof, as determined and valued by the Corporation in its
sole discretion.
8. Restrictions on Transfer.
------------------------
Options shall not be transferable other than by will or the laws of
descent and distribution. An Option may be exercised during the Recipient's
lifetime, only by the Recipient or, if the Recipient dies while still employed
by the Corporation or, in the event of his or her legal disability, by his or
her legal representative. The Shares acquired pursuant to the Plan shall be
subject to such restrictions and agreements regarding sale, assignment,
encumbrances, or other transfers or dispositions thereof (i) as are in effect
among the stockholders of the Corporation at the time such Shares are
acquired, (ii) as the Committee shall deem appropriate and (iii) as are
required by applicable law.
9. Capital Adjustments. Delisting.
------------------------------
9.1. In the event of any change in the outstanding Stock by reason of any
stock dividend, split-up (or reverse stock split), recapitalization,
reclassification, reorganization, reincorporation, combination or exchange of
shares, merger, consolidation, liquidation or similar change incorporate
structure, or any other situations that the Committee shall, in its sole
discretion, deem appropriate, the Committee may, in its sole discretion,
proved for a substitution for or adjustment in (i) the number and class of
Shares subject to outstanding Options, (ii) the Option Exercise Price of
outstanding Options, and (iii) the aggregate number and class of Shares that
may be issued under the Plan; provided, however, that such adjustments shall
not be in terms less favorable than the terms of the Options already granted
under the Plan.
9.2. In the event of a delisting of the Corporation from the NASDAQ or
other exchange, the Committee shall make in its discretion all changes in the
Plan, including without limitation, the criterion of the determination of the
Option Exercise Price.
10. Termination or Amendment.
------------------------
The Board may amend, alter, suspend or terminate the Plan in any
respect at any time; provided, however, that after the Plan has been approved
by the stockholders of the Corporation, no amendment, alteration, suspension
or termination of the Plan shall be made by the Board without approval of (i)
the Corporation's stockholders to the extent stockholder approval is required
-6-
<PAGE>
by applicable law or regulations and (ii) each affected Recipient if such
amendment, alteration, suspension or termination would adversely affect his
or her rights or obligations under any Option granted prior to the date of
such amendment, alteration, suspension or termination. No Option may be
granted nor any Shares issued under the Plan during any suspension or after
termination of the Plan.
11. Modification, Extension and Renewal of Options; Substituted Options.
-------------------------------------------------------------------
11.1. Subject to the terms and conditions of the Plan, the Committee may
modify, extend or renew the terms of any outstanding Options, or accept the
surrender of outstanding Options granted under the Plan or options and stock
appreciation rights granted under any other plan of the Corporation or any
Affiliate (to the extent not theretofore exercised) and authorize the
granting of new Options in substitution therefor (to the extent not
theretofore exercised). Any such substituted Options may specify a lower
exercise price than the surrendered options, a longer term than the
surrendered options, or have any other provisions that are authorized by the
Plan. Notwithstanding the foregoing, however, no modification of an Option
shall, without the consent of the Recipient, alter or impair any of the
Recipient's rights or obligations under such Option.
11.2. Notwithstanding anything contained herein to the contrary, Options
may, at the discretion of the Committee, be granted under the Plan in
substitution for options to purchase shares of capital stock of another
corporation which is merged into, consolidated with, or all or a substantial
portion of the property or stock of which is acquired by, the Corporation or
one of its Affiliates. The terms and conditions of the substitute Options so
granted may vary from the terms and conditions set forth in this Plan to such
extent as the Committee may deem appropriate in order to conform in whole or
part, to the provisions of the options and stock appreciation rights in
substitution for which they are granted.
12. Effectiveness of the Plan.
-------------------------
The Plan and any amendment thereto shall be effective on the date on
which it is adopted by the Board, provided that any such adoption requiring
stockholder approval is subject to approval by vote of the stockholders of
the Corporation within 12 months after such adoption by the Board. Options
may be granted prior to stockholder approval of the Plan, and the date on
which any such Option is granted shall be the Date of Grant for all purposes
provided that (a) each such Option shall be subject to stockholders approval
of the Plan, (b) no Option may be exercised prior to such stockholder
approval, and (c) any such Option shall be void ab initio if such stockholder
approval is not obtained.
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<PAGE>
13. Withholding.
-----------
The Corporation's obligations to deliver Shares or pay any amount
pursuant to the terms of any Option shall be subject to the satisfaction of
applicable federal, state, local and foreign tax and social security, if
applicable, withholding requirements. To the extent provided in the
applicable Agreement and in accordance with rules prescribed by the
Committee, a Recipient may satisfy any such withholding tax obligation by any
of the following means o by a combination of such means: (i) tendering a cash
payment, (ii) authorizing the Corporation to withhold Shares otherwise
issuable to the Recipient, or (iii) delivering to the Corporation already
owned and unencumbered Shares
14. Term of the Plan.
----------------
Unless sooner terminated by the Board pursuant to Article 10, the Plan
shall terminate on December 1, 2008 and no Options may be granted after such
date. Any amendment of the Plan shall terminate on such date. The termination
of the Plan shall not affect the validity of any Option outstanding on the
date of termination of the Plan.
15. Indemnification of Committee.
----------------------------
In addition to such other rights of indemnification as they may have
as Directors or as members of the Committee, the members of the Committee
shall be indemnified by the Corporation against the reasonable expenses,
including attorneys' fees, actually and reasonably incurred in connection
with the defense of any action, suit or proceeding, or in connection with any
appeal therein, to which they or any of them may be a party by reason of any
action taken or failure to act under or in connection with the Plan or any
Option granted hereunder, and against all amounts reasonably paid by them in
settlement hereof or paid by them in satisfaction of a judgment in any such
action, suit or proceeding, if such members acted in good faith and in a
manner which they believed to be in, and not opposed to, the best interest of
the Corporation.
16. General Provisions.
------------------
16.1. The establishment of the Plan shall not confer upon any Eligible
Individual any legal or equitable right against the Corporation, any
Affiliate or the Committee except as expressly provided in the Plan.
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<PAGE>
16.2. The Plan does not constitute inducement or consideration for the
employment or service of any Eligible Individual, nor is it a contract
between the Corporation or any Affiliate and any Eligible Individual.
Participation in the Plan shall not give an Eligible Individual any right to
be retained in the service of the Corporation or any Affiliate.
16.3. Neither the adoption of this Plan nor its submission to the
stockholders, shall be taken to impose any limitations on the powers of the
Corporation or its Affiliates to issue, grant, or assume options, warrants,
rights, or restricted stock, otherwise than under this Plan, or to adopt
other stock option or restricted stock plans or to impose any requirements of
stockholder approval upon the same.
16.4. The interests of any Eligible Individual under the Plan are not
subject to the claims of creditors and may not, in any way, be assigned,
alienated or encumbered except as provided in an Agreement.
16.5. The Plan shall be governed, construed and administered in accordance
with the laws of the State of New York, United States of America. Any
conflict or judicial claim should be exclusively submitted to the New York
Courts of the Borough of Manhattan, New York, New York, United States of
America.
16.6. The Committee may require each person acquiring Shares pursuant to
Options hereunder to represent to and agree with the Corporation in writing
that such person is acquiring the Shares without a view to distribution
thereof. The certificates for such Shares may include any legend, which the
Committee deems appropriate to reflect any restrictions on transfer. All
certificates for Shares issued pursuant to the Plan shall be subject to such
stock transfer orders and other restrictions as the Committee may deem
advisable under the rules, regulations and other requirements of the US SEC,
other federal, state, local or foreign administrative bodies, any stock
exchange or interdealer quotation system upon which the Stock is then listed
or quoted, and any applicable federal, state or foreign securities laws. The
Committee may place a legend or legends on any such certificates to make
appropriate reference to such restrictions. The certificates for Shares
acquired pursuant to an Option may also include any legend which the
Committee deems appropriate to reflect restrictions contained in this Plan or
in the applicable Agreement or to comply with the BVI General Corporation
Law, as amended.
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<PAGE>
16.7. The Corporation shall not be required to issue any certificate or
certificates for Shares upon the exercise of Options, or record any person as
a holder of record of such Shares, without obtaining, to the complete
satisfaction of the Committee the approval of all regulatory bodies deemed
necessary by the Committee, and without complying to the Committee's complete
satisfaction, with all rules and regulations, under federal, state local or
foreign laws deemed applicable by the Committee.
_______________________________
EL SITIO, INC.
By: Roberto Cibrian-Campoy
Authorized representative of the Corporation
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<PAGE>
Exhibit 4.2
EL SITIO, INC.
1999 STOCK OPTION PLAN
NONQUALIFIED STOCK OPTION AGREEMENT
TERMS AND CONDITIONS
This schedule contains the terms and conditions of the Nonqualified
Stock Option Agreement (the "Option") to be entered into between EL SITIO,
INC. (the "Corporation"), and a employee, director, consultant or independent
contractor of EL SITIO, INC. or any Affiliate, who deliver a letter of
acceptance in the form of Attachment A (the "Recipient" and the "Letter of
Acceptance"), pursuant to the Corporation's 1999 Stock Option Plan, as it may
be amended from time to time (the "Plan").
The Option shall be effective as of the date of the Letter of
Acceptance.
1. Definitions.
All capitalized terms not defined in this Option shall have the
meanings provided in the Plan. The following terms shall have the specified
meanings:
1.1. "Change of Control" means the occurrence of any of the
following events after the Date of Grant: (i) (a) prior to the occurrence of
a Public Market, the Existing Stockholders ultimately "beneficially own" (as
defined in Rule 13d-3 of the Exchange Act) Voting Stock representing less
than 50% of the total outstanding Voting Stock of the Corporation on a fully
diluted basis and (b) after the occurrence of a Public Market, any "person"
or "group" (as defined in Section 13 (d) and 14 (d) of the Exchange Act)
together with their Affiliates becomes the ultimate "beneficial owner" (as
defined in Rule 13 d-3 under the Exchange Act) of Voting Stock of the
Corporation representing more than 30% of the voting power of the total
Voting Stock of the Corporation and such ownership is greater than the voting
power of the Voting Stock of the Corporation ultimately held by the Existing
Shareholders; (ii) the stockholders of the Corporation approve a merger or
consolidation of the Corporation with any other corporation or entity
regardless of which entity is the survivor, other than a merger or
consolidation which would result in the Voting Stock of the Corporation
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or being converted into voting securities of the
<PAGE>
surviving entity or the parent thereof) at least 50% of the combined voting
power of the voting securities of the Corporation or such surviving entity,
or the parent thereof, outstanding immediately after such merger or
consolidation; (iii) individuals who on the Date of Grant constitute the
Board of Directors (together with any new directors whose election by the
Board of Directors or whose nomination for election by the Corporation's
stockholders was approved by a vote of at least two-thirds of the members of
the Board of Directors then in office who either were members of the Board of
Directors on the Date of Grant or whose election or nomination for election
was previously so approved) cease for any reason to constitute a majority of
the Board of Directors then in office; or (iv) the stockholders of the
Corporation approve a plan of complete liquidation or winding-up of the
Corporation or an agreement for the sale or disposition by the Corporation of
all or substantially all of the Corporation's assets.
1.2. Existing Stockholders: means the Corporation's stockholders
existing at the moment of the Date of Grant.
1.3. Permanent Disability: shall have the meaning established by the
laws of the country where the Recipient performs his work.
1.4. Termination for Cause: means a termination of the relationship
between the Recipient and the Corporation or any Affiliate based on a
Recipient's (1) willful misconduct or gross negligence in the performance or
intentional nonperformance of any of the Recipient's material duties and
responsibilities for the Corporation or any Affiliate; (2) dishonesty, fraud,
alcohol or illegal drug abuse, or misconduct with respect to the business or
affairs of the Corporation, which adversely affects the operations, prospects
or reputation of the Corporation; (3) conviction of a felony or other crime
involving moral turpitude; or (4) any other conduct that will be considered
under the laws of the country where the Recipient performs his services, a
sufficient cause for termination by the Corporation or any of its Affiliates
of the employment relationship.
2. Grant of Option.
Pursuant to the terms and conditions of the Plan and this Option, the
Corporation hereby grants to the Recipient an Option to purchase, as provided
in Section 4 hereof, all or any part of a total of the Shares set forth as
the "Option Shares" on page 1 of the Letter of Acceptance received and
signed by the Corporation (the "Option Shares").
3. Purchase Price.
The price at which the Option Shares may be purchased shall be the
price per share set forth as the "Option Exercise Price" on page 1 of the
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Letter of Acceptance received and signed by the Corporation (the "Option
Exercise Price").
4. Exercise of Option.
4.1. Subject to the provisions of Section 5 and the right of the
Corporation to accelerate the date upon which any or all of this Option
becomes exercisable, the Recipient shall be entitled to exercise this Option
with respect to the percentage of the Option Shares (rounded up to the
nearest whole number of Shares), in a cumulative basis, provided as follows:
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<PAGE>
Percentage of Total
Years Elapsed From the Option Shares
Date of Grant Purchasable
1 or more and not more than 10 30 %
2 or more and not more than 10 30 %
3 or more and not more than 10 40 %
The Recipient may exercise the 100% of his Option at the end of the
third anniversary from the Date of Grant.
4.2. Notwithstanding any provision of this Option to the contrary,
in no event may this Option be exercised after ten (10) years from the Date
of Grant (the "Expiration Date").
4.3. Notwithstanding the provisions of Sections 4.1. and 4.2., (i)
in the event that a Change of Control shall occur on or after the Date of
Grant, all unvested portions of this Option set forth in said Section 4.1.
shall vest in full, including any portion of the Option not yet exercised
because of decision of the Recipient or because of non yet compliance of
vesting schedule required by Section 4.1. In the case of change of control,
the Option shall be exercised until the earlier of the Expiration Date or 180
days from the date of such change of control; (ii) except as provided in
Section 5, no part of the Option shall vest after the Date of Termination for
any reason of the Recipient's labor or contractual relationship with the
Corporation or any of its Affiliates; and (iii) except as provided in Section
5, all unvested Options shall terminate on the Date of Termination.
5. Termination of Relationship.
(a) If the Recipient's relationship with the Corporation or any Affiliate is
terminated by reason of death or Permanent Disability, as determined by the
Corporation or any Affiliate, then this Option (excluding the Shares that
have been previously purchased) shall expire and no part of this Option shall
vest thereafter or be exercised and the Recipient or the legal
representatives will receive within 90 days of the Date of Termination a
total amount of US$________ from the insurance company hired by the
Corporation for purposes of covering this risk. The insurance policy shall
have the Recipient and/or his heirs as beneficiaries.
(b) If the Recipient's relationship with the Corporation or any Affiliate is
terminated by reason other than Termination for Cause, resignation, death or
Permanent Disability as determined by the Corporation or any Affiliate, then
this Option may be exercised as to: (i) those Option Shares that have become
exercisable (as provided in Section 4.1. hereof) on the Date of Termination,
and which Shares have not been previously purchased, and (ii) those Option
Shares that shall become exercisable at the end of the next anniversary from
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<PAGE>
the Date of Grant to occurred after the Date of Termination, and which Shares
have not been previously purchased. In both cases, this Option may be
exercised until the earlier of Expiration Date or 180 days after the Date of
Termination of the relationship.
After the earlier of the Expiration Date or 180 days after the Date
of Termination, the ability to exercise this Option shall expire.
(c) Notwithstanding the foregoing, in the case of Termination for Cause or
resignation, the ability to exercise this Option shall expire and no part of
this Option shall vest on the Date of Termination or on such earlier date as
the Corporation may specify, and such date may be set so as to prevent the
Recipient from further exercising any portion of this Option.
6. Nontransferability; Persons Able to Exercise.
The Option may not be transferred other than by will or the
laws of descent and distribution. During the life of the Recipient, only the
Recipient may exercise this Option. If the Recipient dies or in the event of
its Permanent Disability, while still employed by the Corporation or any
Affiliate, or the periods specified in Section 5, this Option may be
exercised by his heirs, executors, administrators, legatees or legal
representatives provided that such person or persons comply with the
provisions of this Option applicable to the Recipient. The terms of this
Option shall be binding upon any successor or permitted assignee of the
Recipient.
7. Method of Exercising Option.
The Option may be exercised, in whole or in part, by written
notice to the Corporation, containing an executed notice of exercise in the
form of Attachment B, provided that the Corporation, in its discretion, may
modify or augment these requirements as provided in Section 11 of this
Option, or where appropriate because a person other than the Recipient is
exercising the Option pursuant to Section 6. The written notice specified in
this Section must be accompanied by (i) payment of the Option Exercise Price
for the shares being purchased and (ii) if applicable, as determined by the
Corporation, any amounts required to be withheld pursuant to applicable tax
laws in connection with such exercise. Payments of the Option Exercise Price
and any applicable withholding tax amounts shall be made in cash, unless the
Corporation, in its sole discretion, authorizes payment to be made in Shares
of the Corporation or a combination of such Shares and cash. As soon as
practical after receipt of this notice and payment, the Corporation shall
deliver a certificate or certificates representing the purchased Shares
registered in the name of the person or persons exercising this Option. In
the event this Option is exercised by any person other than the Recipient,
the notice shall be accompanied by appropriate proof of the right of such
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<PAGE>
person to exercise this Option. All Shares purchased upon the exercise of
this Option and payment of the full Option Exercise Price will be fully paid
and nonassessable.
8. Stock Adjustments.
If there shall be any change in the Stock through merger,
consolidation, reorganization, recapitalization, or other change in the
corporate structure of the Corporation, or any other situation that the
Committee shall, at its sole discretion, deem appropriate, adjustments in the
total number and kind of Shares subject to this Option shall be made by the
Corporation as provided in the Plan.
9. No Rights Other Than Those Expressly Created.
Neither this Option nor any action taken hereunder shall be
construed as (i) giving the Recipient any right to be retained in the employ
of, or continue to be affiliated with, the Corporation or any Affiliate, (ii)
giving the Recipient any equity or interest of any kind in any assets of the
Corporation or any Affiliate, or (iii) creating a trust of any kind or a
fiduciary relationship of any kind between the Recipient and the Corporation
or any Affiliate. As to any claim for any unpaid amounts under this Option,
any person having a claim for payments shall be unsecured creditor. The
Recipient shall not have any of the rights of a stockholder with respect to
any Option Shares until such time as this Option has been exercised and
Option Shares have been issued. Except as provided in Section 7, no
adjustment shall be made for dividends or other rights for which the record
date is prior to the issuance of such certificates.
10. Investment Intent; Legends.
10.1. Representations. The Recipient agrees that, upon the
issuance of any Shares upon the exercise of the Option, the Recipient will,
upon the request of the Corporation, represent and warrant in writing that
the Recipient (i) has received and reviewed a copy of the Plan; (ii) is
capable of evaluating the timing, merits and risks of exercising the Option
and acquiring the Shares and able to bear the economic risks of such
investment; (iii) has made such investigations as he or she deems necessary
and appropriate of the business and financial prospects of the Corporation;
and (iv) is acquiring the Shares for investment only and not with a view to
resale or other distribution thereof. The Recipient acknowledges that the
Corporation has made available to the Recipient the opportunity to obtain
information to evaluate the merits and risks associated with this Option and
the transactions contemplated hereby. The Recipient further acknowledges that
the investment contemplated by the Option involves a high degree of risk,
including risks associated with the Corporation's business operations and
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<PAGE>
prospects, the lack of a public market for the Shares, if applicable, and the
limitations on the transferability of the Option and the Shares.
10.2. Legends. The Recipient agrees that the certificates
evidencing the Shares issued upon the exercise of the Option may include any
legend which the Committee deems appropriate to reflect any transfer or other
restrictions contained in the Plan, this Option or the Securities Act, as
amended, or to comply with other applicable laws.
11. Compliance with Laws.
(a) Withholding of Taxes. Pursuant to applicable
federal, state, local or foreign laws, the Corporation may be required to
collect or withhold income or other taxes from Recipient upon the grant of
this Option, the exercise of this Option, or at some other time. The
Corporation may require, as a condition to the exercise of this Option, or
demand, at such other time as it may consider appropriate, that the Recipient
pay the Corporation the amount of any taxes which the Corporation may
determine is required to be collected or withheld, and the Recipient shall
comply with the requirement or demand of the Corporation.
(b) Securities Law Compliance. Upon exercise (or
partial exercise) of this Option, the Recipient shall make such
representations and furnish such information as may, in the opinion of
counsel for the Corporation, be appropriate to permit the Corporation to
issue or transfer the Option Shares in compliance with the provisions of
applicable local, foreign (including U.S.) federal or state securities laws.
The Corporation, in its discretion, may postpone the issuance and delivery of
Option Shares upon any exercise of this Option until completion of such
registration or other qualification of such shares under any foreign
(including U.S.) federal or state laws, or stock exchange listing, as the
Corporation may consider appropriate. The Corporation may require that prior
to the issuance or transfer of Option Shares upon exercise of this Option,
the Recipient enter into a written agreement to comply with any restrictions
on subsequent disposition that the Corporation deems necessary or advisable
under any local, foreign (including U.S.) applicable federal and state
securities laws. Certificates of Stock issued hereunder may include any
legend to reflect such restrictions.
(c) General. No Option Shares shall be issued upon
exercise of this Option unless and until the Corporation is satisfied, in its
sole discretion, that there has been compliance with all legal requirements
applicable to the issuance of such Option Shares.
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<PAGE>
12. Miscellaneous.
(a) Provisions of the Plan. The Option hereby granted
is expressly subject to all of the terms and conditions contained in this
Option and in the Plan, and the Plan is hereby incorporated herein by
reference and made a part hereof, but the terms of the Plan shall not be
considered an enlargement of any benefits under this Agreement. In addition,
the Option is subject to any rules and regulations promulgated by the
Committee pursuant to the Plan.
(b) Discretion of the Committee. Unless otherwise
explicitly provided, the Committee, as defined in the Plan, shall make all
determinations required to be made hereunder, including determinations
required to be made by the Corporation, and shall interpret all provisions of
this Option, as it deems necessary or desirable, in its sole and unfettered
discretion. Such determinations and interpretations shall be binding and
conclusive to the Corporation and the Recipient. The Committee, in its sole
discretion, is authorized to accelerate the time at which this Option may be
exercised.
(c) Reservation of Shares. During the term of this
Option, the Corporation shall at all times reserve and keep available shares
of Stock sufficient to satisfy the requirements of this Option.
(d) Amendment. This Option may only be modified or
amended by a writing signed by both parties.
(e) Notices. Any notices required to be given under
this Option shall be sufficient if in writing and if hand-delivered or if
sent by first class mail and addressed as follows:
if to the Corporation:
EL SITIO, INC.
Romasco Place, PO Box 3140,
Wickhams Cay I, Road Town,
Tortola, British Virgin Islands
if to the Recipient: to the address indicated in the Letter
of Acceptance or to such other address as either party may designate under
the provisions hereof.
(f) Successors and Assigns. The rights and obligations
of the Corporation under this Option shall inure to the benefit of and be
binding upon the successors and assigns of the Corporation.
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<PAGE>
(g) Applicable Law. All rights and obligations under
this Option shall be governed by the laws of the State of New York, United
States of America.
(h) Jurisdiction. Any conflict or judicial claim should
be non-exclusively submit to the New York Courts of the Borough of Manhattan,
New York, New York, United States of America.
(i) Paragraph Headings. The paragraph headings used in
this Option are for convenience or reference, and are not to be construed as
part of this Option.
______________________
EL SITIO, INC.
By: Roberto Cibrian-Campoy
Authorized representative of the
Corporation
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<PAGE>
Exhibit 4.3
AMENDMENT TO
EL SITIO, INC.
1999 STOCK OPTION PLAN
NONQUALIFIED STOCK OPTION AGREEMENT
TERMS AND CONDITIONS
1. Replacement of Section 5.
Section 5 of the Terms and Conditions of EL SITIO, INC Nonqualified
Stock Option Agreement (1999 Stock Option Plan) will be replaced by the
following:
Section 5.
(a) If the Recipient's relationship with the Corporation or any Affiliate is
terminated by reason of death or Permanent Disability, as determined by the
Corporation or any Affiliate, then this Option (excluding the Shares that
have been previously purchased) shall expire and no part of this Option shall
vest thereafter or be exercised and the Recipient or the legal
representatives will receive within 90 days of the Date of Termination a
total amount of US$________ from the insurance company hired by the
Corporation for purposes of covering this risk. The insurance policy shall
have the Recipient and/or his heirs as beneficiaries.
(b) If the Recipient's relationship with the Corporation or any Affiliate is
terminated by reason other than Termination for Cause, death, Permanent
Disability or resignation, as determined by the Corporation or any Affiliate,
then this Option may be exercised as to: (i) those Option Shares that have
become exercisable (as provided in Section 4.1. hereof) on the Date of
Termination, and which Shares have not been previously purchased, and (ii)
50% of all unvested portions of options then outstanding, which will vest in
full on that date.
With respect to the remaining 50% of the unvested portions, the Recipient may
choose between the following options by giving the Corporation notice within
10 days of the Date of Termination:
(y) such remaining 50% of the unvested portions shall vest in full
on the Date of Termination and the Recipient may instruct the
Corporation to purchase those shares and to sell them immediately by
giving written notice to the Corporation together with the delivery
of the Option Exercise Price within 10 days of the Date of
<PAGE>
Termination, and in the form to be determined by the Corporation,
provided however that the sale proceeds will be deposited directly by
the Corporation in an escrow account until the end of the one year
term following the Date of Termination, and provided further that in
case of any breach by the Recipient of the Non-compete and/or the
Confidentiality agreements executed between EL SITIO, INC. or any of
its Affiliates and the Recipient (the "Non-compete and the
Confidentiality Agreements"), as determined by the Corporation or any
of its Affiliates: (a) the Recipient shall lose in favor of the
Corporation all the proceeds deposited in the escrow account; (b) the
ability to exercise this Option will terminate; and (iii) the
Corporation will return the Option Exercise Price, provided however
that in the event that the value of the deposited proceeds does not
cover the damages resulting from the breach of the referred
agreements, the Corporation may keep the Option Exercise Price as
compensation for damages. In the event that the Recipient does not
violate any of the Non-compete and/or the Confidentiality Agreements
during the end of the one year term following the Date of
Termination, the Corporation will deliver to the Recipient the
deposited proceeds with no interest; or
(z) such remaining 50% of the unvested portions shall vest at the
end of the one year term following the Date of Termination and shall
be exercised within 180 days of the termination of such one year
term, provided however that the Recipient has not breach the
Non-compete and the Confidentiality Agreements. In case of any breach
by the Recipient of the Non-compete and/or the Confidentiality
Agreements, as determined by the Corporation or any of its
Affiliates, the Recipient shall lose the remaining 50% of the
unvested portions and the ability to exercise this Option will
terminate.
(c) Notwithstanding the foregoing, in the case of Termination for Cause or
resignation, the ability to exercise this Option shall expire and no part of
this Option shall vest on the Date of Termination or on such earlier date as
the Corporation may specify, and such date may be set so as to prevent the
Recipient from further exercising any portion of this Option.
2. Effectiveness.
This Amendment shall be effective on December 15, 1999 and is granted
for the benefit of the Recipients who: (i) have received this Amendment
signed in original by the Corporation; (ii) have delivered the Corporation a
signed copy of this Amendment; and (iii) have delivered the Corporation a
signed copy of the Letter of Acceptance of the Agreement and its modification
by this Amendment.
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<PAGE>
3. Definitions.
All capitalized terms not defined in this Amendment shall have the
meanings provided in the Plan and the Nonqualified Stock Option Agreement.
Date:
_____________________________________
EL SITIO, INC.
By: Roberto Cibrian-Campoy
Authorized Representative of the Corporation
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ATTACHMENT A
[LETTER OF ACCEPTANCE]
RECIPIENT <<First Name>> <<Last Name>>
DATE OF GRANT OPTION EXERCISE PRICE OPTION SHARES
PER SHARE
EL SITIO, INC.
Romasco Place, PO Box 3140,
Wickhams Cay I, Road Town,
Tortola, British Virgin Islands
Gentlemen:
I hereby accept and agree with: (i) the terms and conditions of EL
SITIO, INC. Nonqualified Stock Option Agreement, and (ii) the terms and
conditions of EL SITIO, INC. 1999 Stock Option Plan; with its Amendment dated
December 15, 1999; and (iii) the number of Option Shares granted and the
Option Exercise Price set forth on the top of this Letter of Acceptance.
I hereby received the documents indicated in paragraphs (i) and (ii)
above.
Very truly yours,
Dated: _____
Signature of Recipient: ____________________
Name of Recipient: ____________________
Address of Recipient: ____________________
Date Received by
EL SITIO, INC.: _____
Signature: ____________________
Received by:
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ATTACHMENT B
[NOTICE OF EXERCISE]
EL SITIO, INC.
Romasco Place, PO Box 3140,
Wickhams Cay I, Road Town,
Tortola, British Virgin Islands
Gentlemen:
Pursuant to EL SITIO, INC. 1999 Stock Option Plan (the "Plan") and
the terms and conditions of EL SITIO, INC. Nonqualified Stock Option
Agreement accepted by Letter of Acceptance dated as of [_____] (the
"Agreement"), I hereby elect to exercise this Option to the extent indicated
bellow:
Number of Shares Per Share Total
Which I Elect to x Price = Price
Purchase
Enclosed with this letter is full payment of the total price of the
shares described above in the following form:
(1) a check in the amount of $_________ payable to the order of
the Corporation; and/or [if authorized by the Corporation]
[(2) shares of Stock of the Corporation properly endorsed and
having a fair market value equal to $____________.]
The Recipient hereby agrees to pay the Corporation, in the form the
Committee shall determine, the amount of any taxes which the Corporation may
determine is required to collect or withheld, in accordance to Section 11 (a)
of the Agreement.
The Recipient hereby represents and warrants as follows:
1. The Recipient has received and reviewed a copy of the Plan
and the Agreement;
2. The Recipient is capable of evaluating the time, merits and
risks of exercising the Option and acquiring the Shares and
able to bear the economic risks of such investment;
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<PAGE>
3. The Recipient has made such investigations as he or she
deems necessary and appropriate of the business and
financial prospects of the Corporation; and
4. The Recipient is acquiring the Shares for investment only
and not with a view to resale or other distribution thereof.
The Recipient acknowledges that the Corporation has made available to the
Recipient the opportunity to obtain information to evaluate the time, merits
and risks associated with the Agreement and the transactions contemplated
thereby. The Recipient further acknowledges that the investment contemplated
by the Option involves a high degree of risk, including risks, including
risks associated with the Corporation's business operations and prospects,
and the limitations on the transferability of the Option and the Shares.
Kindly issue a certificate or certificates to me representing the
shares which I am acquiring by this exercise, and deliver it to the address
provided bellow.
Very truly yours,
Dated: ______
(signature of Recipient)
Address:
Date Received by
EL SITIO, INC.: _______________
Received by: __________
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<PAGE>
Exhibit 5.1
[Letterhead of Conyers Dill & Pearman]
June 19, 2000
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have been requested by El Sitio, Inc. (the "Company"), a
British Virgin Islands company, to furnish our opinion in connection with the
registration statement (the "Registration Statement") on Form S-8, with
respect to the registration of 1,572,700 shares (the "Shares") of the
Company's common shares, par value $0.01 per share, that may be sold upon the
exercise of share options issued or to be issued pursuant to the Company's
1999 Stock Option Plan.
We have made such examination as we have deemed necessary
for the purpose of this opinion. Based upon such examination, it is our
opinion that, when the Shares have been sold, issued and paid for in the
manner described in the 1999 Stock Option Plan, the Shares will be validly
issued, fully paid and non-assessable (meaning that no further sums will be
payable to the Company on the Shares).
We hereby consent to the use of this opinion as an exhibit
to the Registration Statement.
Yours faithfully,
CONYERS, DILL & PEARMAN
/s/ Conyers, Dill & Pearman
<PAGE>
Exhibit 23.1
[Letterhead of Deloitte & Touche LLP]
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
on Form S-8 of El Sitio, Inc. of our report dated February 28, 2000 appearing
in El Sitio, Inc.'s Annual Report on Form 20-F for the year ended December
31, 1999.
/s/ Deloitte & Touche
Certified Public Accountants
Miami, Florida
June 19, 2000
