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Wendy Paige
PRESIDENT
NetJ.com, Corp.
24843 Del Prado, #318
Dana Point, CA 92629
(Name and Address of Person Authorized to Receive Notices
and Communications on Behalf of the Person Filing Statement)
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WITH A COPY TO:
KARL E. RODRIGUEZ, ESQ
34700 Pacific Coast Highway, Suite 303
Capistrano Beach, CA 92624
(949) 248-9561
fax (949) 248-1688
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SECURITIES AND EXCHANGE COMMISSION
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
NETJ.COM CORP.
(FORMERLY NETBANX.COM CORP. AND PROFESSIONAL RECOVERY SYSTEMS, LTD.)
0-30442
COMMISSION FILE NUMBER
NEVADA 91-1007473
(JURISDICTION OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
24843 DEL PRADO, PMB 318, DANA POINT CA 92629
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
NETJ.COM CORP. 2000 STOCK PLAN
(FULL TITLE OF PLAN)
KARL E. RODRIGUEZ
ATTORNEY AT LAW
34700 PACIFIC COAST HIGHWAY, SUITE 303
CAPISTRANO BEACH CA 92624
PHONE (949) 248-9561 FAX (949) 248-1688
(AGENT FOR SERVICE)
October 11, 2000
CALCULATION OF REGISTRATION FEE (1)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Title of Securities to . Amount to be Proposed Proposed Amount of
be Registered. . . . . . Registered Maximum Maximum Registration
Offering Price Aggregate Fee
per Unit(1) Offering Price
---------------------------------------------------------------------------------------
Common Stock 3,000,000 (3) $ 1.15
0.0001 par value (2). . shares per share $3,450,000.00 $ 910.80
---------------------------------------------------------------------------------------
</TABLE>
(1) Because the offering price of shares of Common Stock being registered under
the NetJ.com 2000 Stock Plan is not known at this time, the proposed maximum
offering price per share, the proposed maximum aggregate offering price and the
registration fee with respect to these shares have been calculated pursuant to
Rule 457(h)(1) and Rule 457(c) of Regulation C under the Securities Act of 1933,
as amended, which require that, solely for purposes of calculating the
registration fee, these figures are based upon the average of the bid and asked
price per share of the Registrant's common stock on a date within five (5) days
prior to the date of filing of this Registration Statement, as reported on the
National Association of Securities Dealers, Inc. OTC Bulletin Board.
(2) To be issued, at the sole discretion of the Registrant, directly or pursuant
to options under the NetJ.com 2000 Stock Plan.
(3) The netj.com stock Plan authorizes the issuace of up to 9,500,000 shares of
the comapny's common stock, but only 3,000,000 of such shares are being
registered herein.
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PART I
INFORMATION REQUIRED IN THE PROSPECTUS
The documents containing the information concerning the NetJ.com 2000 Stock
Plan, effective as of September 14, 2000 (the "Plan"), required by Item 1 of
Form S-8, and the statement of availability of registrant information and other
information required by Item 2 of Form S-8 will be sent or given to participants
as specified by Rule 428. The NetJ.com 200 Stock Plan and the grants of options
that have been approved to date pursuant to the NetJ.com 2000 Stock Plan are not
being filed with the Securities and Exchange Commission (the "Commission") as
part of this registration statement on Form S-8 (the "Registration Statement").
NetJ.com Corp., a Nevada corporation (the "Company"), shall maintain a file of
such documents in accordance with the provisions of Rule 428. Upon request, the
Company shall furnish to the Commission or its staff a copy or copies of all of
the documents included in such file.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. Incorporated by reference into
this Registration Statement are the contents of the Company's Annual Report on
Form 10-KSB for the year ended December 31, 1999 and Quarterly Report on Form
10-QSB for the period ended June 30, 2000. All documents filed by the Company
with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended, after the date of this Registration
Statement and prior to the termination of the offering shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein 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 other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement. The Company will provide
without charge to each person to whom a copy of this Registration Statement is
delivered, on the written or oral request of such person, a copy of any or all
of the documents referred to above which have been or may be incorporated by
reference into this Registration Statement, other than certain exhibits to such
documents. Requests for such copies shall be directed to Karl E. Rodriguez, U.S.
Counsel, NetJ.com Corp., 34700 Pacific Coast Highway, #303, Capistrano Beach,
California 92624. (telephone: 949-248-9561).
ITEM 4. DESCRIPTION OF SECURITIES. COMMON STOCK. The authorized capital of the
Company consists of 100,000,000 shares of Common Stock, $.001 par value per
share. The holders of the shares of Common Stock have equal ratable rights to
dividends from funds legally available therefore, when, as and if declared by
the Board of Directors of the Company and entitled to share ratably in all of
the assets of the Company available for distribution to holders of Common Stock
upon the liquidation, dissolution or winding-up of the affairs of the Company.
Holders of Common Stock do not have pre-emptive, subscription or conversion
rights. There are no redemption provisions in the Company's Articles of
Incorporation. Holders of Common Stock are entitled to one vote per share on all
matters which shareholders are entitled to vote upon at all meetings of the
shareholders. All shares of Common Stock to be issued in this offering, when
paid for in accordance with the terms hereof, will be validly issued, fully paid
and non-assessable.
The Company's Bylaws permit the holders of the minimum number of shares
necessary to take action at a meeting of shareholders (normally a majority of
the outstanding shares) to take action by written consent without a meeting,
provided notice is given within ten days to all other shareholders.
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The holders of shares of Common Stock do not have cumulative voting rights,
which means that the holders of more than 50% of such outstanding shares can
elect all of the directors of the Company.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Karl E. Rodriguez is the US General Counsel and William Stocker is the
Special Securities Counsel for the Issuer and both are service providers who may
be compensated with stock issuances to be registered by this Registration
Statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. There is no provision in the
Articles of Incorporation, now the By-Laws of the Corporation, nor any
Resolution of the Board of Directors, providing for indemnification of Officers
or Directors. The Registration is aware of certain provisions of the Nevada
Corporate Law which affects indemnity of Officers or Directors. NRS 78.7502
provides for mandatory indemnification of officers, directors, employees and
agents, substantially as follows: the corporation shall indemnify a director,
officer, employee or agent of a corporation; to the extent that he or she has
been successful on the merits or otherwise in defense of any action, suit or
proceeding, whether civil, criminal, administrative or investigative (except an
action by or in the right of the corporation) by reason of the fact that he or
she 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, officers,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise; if he or she acted in good faith an in a manner which he or
she reasonably believed to be in or not opposed to the best interests of the
corporation; and, with respect to any criminal action or proceeding, in which he
or she had no reasonable cause to believe his or her conduct was unlawful.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable.
ITEM 8. EXHIBITS.
Exhibit 1 hereto is an Opinion of Counsel (filed herewith.)
Exhibit 2 hereto is NetJ.com Corp. 2000 Stock Plan dated September 14,
2000. (filed herewith.)
Exhibit 3 Grant of Option to Wendy Paige
Exhibit 4 Grant of Option to Simon Blackman
Exhibit 5 Grant of Option to James Melillo
ITEM 9. UNDERTAKINGS. The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act 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;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
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<PAGE>
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(5) 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 that 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, suit or proceeding) is asserted by such
director, officer, or controlling person of the Company in the successful
defense of that action suit, 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.
SIGNATURES
The Registrant, pursuant to the requirements of the Securities Act of
1933, 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, on October 11, 2000.
NETJ.COM CORP.
(formerly NETBANX.COM CORP. AND PROFESSIONAL RECOVERY SYSTEMS, LTD.)
/s/Wendy Paige /s/Simon Blackman /s/James Melillo
Wendy Paige Simon Blackman James Melillo
President Secretary Director
4
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EXHIBIT 1
OPINION OF COUNSEL
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5
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LAW OFFICES OF
William Stocker
34700 Pacific Coast Highway, Suite 303
Capistrano Beach CA 92624
phone (949) 248-9561 fax (949) 248-1688
October 10, 2000
To the President and the
Board of Directors
NetJ.com Corp.
24843 Del Prado, PMB 318
Dana Point CA 92629
re: Opinion of Special Counsel
Dear President & Board of Directors:
We have acted as counsel to NetJ.com Corp. (the "Company") in connection
with the preparation and filing of a Registration Statement on Form S-8 (the
"Registration Statement") covering registration under the Securities Act of
1933, as amended, of 3,000,000 shares of the Company's common stock, $.001 par
value per share (the "Shares"), pursuant to the 2000 Stock Plan of the Company
entitled the "NetJ.com 2000 Stock Plan" dated September 14, 2000 (the "Plan").
As such, we have examined the Registration Statement, the Plan, the Company's
Articles of Incorporation and Bylaws, as amended, and minutes of meetings of its
Board of Directors.
Based upon the foregoing, subject to the limitation set forth in the
Company's Articles of Incorporation with respect to the maximum number of shares
of common stock that the Company is authorized to issue, and assuming that the
Shares will be issued as set forth in the Plan and Registration Statement, at a
time when effective, and that the Company will fully comply with all applicable
securities laws involved under the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated pursuant to said Acts, and in those states or foreign jurisdictions
in which the Shares may be sold, we are of the opinion that, upon proper and
legal issuance of the Shares and receipt of the consideration to be paid for the
Shares, the Shares will be validly issued, fully paid and nonassessable shares
of common stock of the Company. This opinion does not cover any matters related
to any re-offer or re-sale of the Shares by any Plan participants, once properly
and legally issued pursuant to the Plan as described in the Registration
Statement.
This opinion is not to be used, circulated, quoted or otherwise referred to
for any other purpose without our prior written consent. This opinion is based
on our knowledge of the law and facts as of the date hereof. This opinion does
not address or relate to any specific state securities laws. We assume no duty
to communicate with the Company in respect to any matter which comes to our
attention hereafter.
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CONSENT
We consent to the use of this opinion as an exhibit to the Registration
Statement and to the reference to our firm in any prospectus which is
incorporated by reference into and made a part of the Registration Statement.
/s/ William Stocker
WILLIAM STOCKER, ESQ.
7
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EXHIBIT 2
NETJ.COM CORP. 2000 STOCK PLAN DATED SEPTEMBER 14, 2000
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8
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NETJ.COM 2000 STOCK PLAN
SECTION 1. INTRODUCTION
1.1 Establishment. Effective as provided in Section 17, NetJ.com Corp., a
Nevada corporation (the "Company"), hereby establishes this plan of stock-based
compensation incentives for selected Eligible Participants of the Company and
its affiliated corporations. This Plan shall be known as the NetJ.com 2000 Stock
Plan (the "Plan").
1.2 Purpose. The purpose of this Plan is to promote the best interest of the
Company, and its stockholders by providing a means of non-cash remuneration to
selected Eligible Participants who contribute most to the operating progress and
earning power of the Company.
SECTION 2. DEFINITIONS
The following definitions shall be applicable to the terms used in this Plan:
2.1 "Affiliated Corporation" means any corporation that is either a parent
corporation with respect to the Company or a subsidiary corporation with respect
to the Company (within the meaning of Sections 424(e) and (f), respectively, of
the Internal Revenue Code).
2.2 "Code" means the Internal Revenue Code of 1986, as it may be amended
from time to time.
2.2 "Committee" means a committee designated by the Board of Directors to
administer this Plan or, if no committee is so designated, the Board of
Directors. Any Committee member who is also an Eligible Participant may receive
an Option or Stock Award only if he abstains from voting in favor of a grant to
himself, and the grant is determined and approved by the remaining Committee
members. The Board of Directors, in its sole discretion, may at any time remove
any member of the Committee and appoint another Director to fill any vacancy on
the Committee.
2.4 "Common Stock" means the Company's $.001 par value common stock.
2.5 "Company" means NetJ.com Corp., a Nevada corporation and its subsidiaries.
2.6 "Effective Date" means the effective date of this Plan, as set forth in
Section 17 hereof.
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2.7 "Eligible Participant" means any employee, director, officer,
consultant, or advisor of the Company who is determined (in accordance with the
provisions of Section 4 hereof) to be eligible to receive an Option or Stock
Award hereunder.
2.8 "Option" means the grant to an Eligible Participant of a right to
acquire shares of Common Stock.
2.9 "Plan" means this NetJ.com 2000 Stock Plan, dated September 14, 2000.
2.10"Stock Award" means the grant to an Eligible Participant of shares of common
Stock issuable directly under this Plan rather than upon exercise of an Option.
Wherever appropriate, words used in this Plan in the singular may mean the
plural, the plural may mean the singular, and the masculine may mean the
feminine.
SECTION 3. ADOPTION AND ADMINISTRATION OF THIS PLAN
Upon adoption by the Company's Board of Directors, this Plan became effective as
of September 14, 2000. In the absence of contrary action by the Board of
Directors, and except for action taken by the Committee pursuant to Section 4 in
connection with the determination of Eligible Participants, any action taken by
the Committee or by the Board of Directors with respect to the implementation,
interpretation or administration of this Plan shall be final, conclusive and
binding.
SECTION 4. ELIGIBILITY AND AWARDS
The Committee shall determine at any time and from time to time after the
effective date of this Plan: (i) the Eligible Participants; (ii) the number of
shares of Common Stock issuable directly or to be granted pursuant to an Option;
(iii) the price per share at which each Option may be exercised, in cash or
cancellation of fees for services for which the Company is liable, if
applicable, or the value per share if a direct issue of stock pursuant to a
Stock Award; and (iv) the terms on which each Option may be granted. Such
determination, as may from time to time be amended or altered at the sole
discretion of the Committee. Notwithstanding the provisions of Section 3 hereof,
no such determination by the Committee shall be final, conclusive and binding
upon the Company unless and until the Board of Directors has approved the same;
provided, however, that if the Committee is composed of a majority of the
persons then comprising the Board of Directors of the Company, such approval by
the Board of Directors shall not be necessary.
SECTION 5. GRANT OF OPTION OR STOCK AWARD
Subject to the terms and provisions of this Plan, the terms and conditions under
which an Option or Stock Award may be granted to an Eligible Participant shall
be set forth in a written agreement (i.e., a Consulting Agreement, Services
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Agreement, Fee Agreement, or Employment Agreement) or, if an Option, a written
Grant of Option in the form attached hereto as Exhibit A (which may contain such
modifications thereto and such other provisions as the Committee, in its sole
discretion, may determine).
SECTION 6. TOTAL NUMBER OF SHARES OF COMMON STOCK
The total number of shares of Common Stock reserved for issuance by the Company
either directly as Stock Awards or underlying Options granted under this Plan
shall not be more than 9,500,000. The total number of shares of Common Stock
reserved for such issuance may be increased only by a resolution adopted by the
Board of Directors and amendment of this Plan. Such Common Stock may be
authorized and unissued or reacquired Common Stock of the Company.
SECTION 7. PURCHASE OF SHARES OF COMMON STOCK
7.1 As soon as practicable after the determination by the Committee and
approval by the Board of Directors (if necessary, pursuant to Section 4 hereof)
of the Eligible Participants and the number of shares an Eligible Participant
may be issued directly as a Stock Award or eligible to purchase pursuant to an
Option, the Committee shall give written notice thereof to each Eligible
Participant, which notice may be accompanied by the Grant of Option, if
appropriate, to be executed by such Eligible Participant.
7.2 The negotiated cost basis of stock issued directly as a Stock Award or
the exercise price for each Option to purchase shares of Common Stock pursuant
to paragraph 7.1 shall be as determined by the Committee, it being understood
that the price so determined by the Committee may vary from one Eligible
Participant to another. In computing the negotiated direct issue price as a
Stock Award or the Option exercise price per share of Common Stock, the
Committee shall take into consideration, among other factors, the restrictions
set forth in Section 11 hereof.
SECTION 8. TERMS AND CONDITIONS OF OPTIONS
The Committee shall determine the terms and conditions of each Option granted to
Eligible Participants, which terms shall be set forth in writing. The terms and
conditions so set by the Committee may vary from one Eligible Participant to
another. In the event that all the Committee approves an Option permitting
deferred payments, the Eligible Participant's obligation to pay for such Common
Stock may be evidenced by a promissory note executed by such Eligible
Participant and containing such modifications thereto and such other provisions
as the Committee, in its sole discretion, may determine.
SECTION 9. DELIVERY OF SHARES OF COMMON STOCK UPON EXERCISE OF OPTION
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The Company shall deliver to each Eligible Participant such number of shares of
Common Stock as such Eligible Participant is entitled to receive pursuant to a
Stock Award or elects to purchase upon exercise of the Option. Such shares,
which shall be fully paid and non-assessable upon the issuance thereof (unless a
portion or all of the purchase price shall be paid on a deferred basis) shall be
represented by a certificate or certificates registered in the name of the
Eligible Participant and stamped with an appropriate legend referring to the
restrictions thereon, if any. Subject to the terms and provisions of the Nevada
Business Corporation Act and the written agreement to which he is a party, an
Eligible Participant shall have all the rights of a stockholder with respect to
such shares, including the right to vote the shares and to receive all dividends
or other distributions paid or made with respect thereto (except to the extent
such Eligible Participant defaults under a promissory note, if any, evidencing
the deferred purchase price for such shares), provided that such shares shall be
subject to the restrictions hereinafter set forth. In the event of a merger or
consolidation to which the Company is a party, or of any other acquisition of a
majority of the issued and outstanding shares of Common Stock of the Company
involving an exchange or a substitution of stock of an acquiring corporation for
Common Stock of the Company, or of any transfer of all or substantially all of
the assets of the Company in exchange for stock of an acquiring corporation, a
determination as to whether the stock of the acquiring corporation so received
shall be subject to the restrictions set forth in Section 11 shall be made
solely by the acquiring corporation.
SECTION 10. RIGHTS OF EMPLOYEES; ELIGIBLE PARTICIPANTS
10.1 Employment. Nothing contained in this Plan or in any Option or Stock
Award granted under this Plan shall confer upon any Eligible Participant any
right with respect to the continuation of his or her employment by the Company
or any Affiliated Corporation, or interfere in any way with the right of the
Company or any Affiliated Corporation, subject to the terms of any separate
employment agreement to the contrary, at any time to terminate such employment
or to increase or decrease the compensation of the Eligible Participant from the
rate in existence at the time of the grant of an Option or Stock Award. Whether
an authorized leave of absence, or absence in military or government service,
shall constitute termination of employment shall be determined by the Committee
at the time.
10.2 Non-transferability. No right or interest of any Eligible Participant
in an Option or Stock Award shall be assignable or transferable during the
lifetime of the Eligible Participant, either voluntarily or involuntarily, or
subjected to any lien, directly or indirectly, by operation of law, or
otherwise, including execution, levy, garnishment, attachment, pledge or
bankruptcy. However, the Board of Directors may, in its sole discretion, permit
transfers to family members if and to the extent such transfers are permissible
under applicable securities laws. In the event of an Eligible Participant's
death, an Eligible Participant's rights and interest in an Option or Stock Award
shall be transferable by testamentary will or the laws of descent and
distribution, and delivery of any shares of Common Stock due under this Plan
shall be made to, and exercise of any Options may be made by, the Eligible
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Participant's legal representatives, heirs or legatees. If in the opinion of the
Committee a person entitled to payments or to exercise rights with respect to
this Plan is unable to care for his or her affairs because of mental condition,
physical condition, or age, payment due such person may be made to, and such
rights shall be exercised by, such person's guardian, conservator or other legal
personal representative upon furnishing the Committee with evidence satisfactory
to the Committee of such status.
SECTION 11. GENERAL RESTRICTIONS
11.1 Investment Representations. The Company may require any person to whom
an Option or Stock Award is granted, as a condition of exercising such Option,
or receiving such Stock Award, to give written assurances in substance and form
satisfactory to the Company and its counsel to the effect that such person is
acquiring the Common Stock subject to the Option or Stock Award for his or her
own account for investment and not with any present intention of selling or
otherwise distributing the same, and to such other effects as the Company deems
necessary or appropriate in order to comply with federal and applicable state
securities laws.
11.2 Restrictions on Transfer of Common Stock. The shares of Common Stock
issuable directly as a Stock Award or upon exercise of an Option may not be
offered for sale, sold or otherwise transferred except pursuant to an effective
registration statement or pursuant to an exemption from registration, the
availability of which is to be established to the satisfaction of the Company,
and any certificates representing shares of Common Stock will bear a legend to
that effect. However, the Company may, in the sole discretion of the Board of
Directors, register with the Securities and Exchange Commission some or all of
the shares of Common Stock reserved for issuance under this Plan. Special resale
restrictions may, however, continue to apply to officers, directors, control
shareholders and affiliates of the Company and such persons will be required to
obtain an opinion of counsel as regards their ability to resell shares received
pursuant to this Plan.
11.3 Compliance with Securities Laws. Each Option or Stock Award shall be
subject to the requirement that if at any time counsel to the Company shall
determine that the listing, registration or qualification of the shares of
Common Stock subject to such Option or Stock Award upon any securities exchange
or under any state or federal law, or the consent or approval of any
governmental or regulatory body, is necessary as a condition of, or in
connection with, the issuance or purchase of shares thereunder, such Option or
Stock Award may not be accepted or exercised in whole or in part unless such
listing, registration, qualification, consent or approval shall have been
effected or obtained on conditions acceptable to the Committee. Nothing herein
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shall be deemed to require the Company to apply for or to obtain such listing,
registration or qualification.
SECTION 12. COMPLIANCE WITH TAX REQUIREMENTS
Each Eligible Participant shall be liable for payment of all applicable federal,
state and local income taxes incurred as a result of the receipt of a Stock
Award or an Option, the exercise of an Option, and the sale of any shares of
Common Stock received pursuant to a Stock Award or upon exercise of an Option.
The Company may be required, pursuant to applicable tax regulations, to withhold
taxes for an Eligible Participant, in which case the Company's obligations to
deliver shares of Common Stock upon the exercise of any Option granted under
this Plan or pursuant to any Stock Award, shall be subject to the Eligible
Participant's satisfaction of all applicable federal, state and local income and
other income tax withholding requirements.
SECTION 13. PLAN BINDING UPON ASSIGNS OR TRANSFEREES
In the event that, at any time or from time to time, any Option or Stock Award
is assigned or transferred to any party (other than the Company) pursuant to the
provisions of Section 10.2 hereof, such party shall take such Option or Stock
Award pursuant to all provisions and conditions of this Plan, and, as a
condition precedent to the transfer of such interest, such party shall agree
(for and on behalf of himself or itself, his or its legal representatives and
his or its transferees and assigns) in writing to be bound by all provisions of
this Plan.
SECTION 14. COSTS AND EXPENSES
All costs and expenses with respect to the adoption, implementation,
interpretation and administration of this Plan shall be borne by the Company.
SECTION 15. CHANGES IN CAPITAL STRUCTURE OF THE COMPANY
Appropriate adjustments shall be made to the number of shares of Common Stock
issuable pursuant to an incomplete or pending Stock Award that has not yet been
delivered or upon exercise of any Options and the exercise price thereof in the
event of: (i) a subdivision or combination of any of the shares of capital stock
of the Company; (ii) a dividend payable in shares of capital stock of the
Company; (iii) a reclassification of any shares of capital stock of the Company;
or (iv) any other change in the capital structure of the Company.
SECTION 16. PLAN AMENDMENT, MODIFICATION AND TERMINATION
The Board, upon recommendation of the Committee or at its own initiative, at any
time may terminate and at any time and from time to time and in any respect, may
amend or modify this Plan, including:
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(a) Increase the total amount of Common Stock that may be awarded under this
Plan, except as provided in Section 15 of this Plan;
(b) Change the classes of persons from which Eligible Participants may be
selected or materially modify the requirements as to eligibility for
participation in this Plan;
(b) Increase the benefits accruing to Eligible Participants; or
(d) Extend the duration of this Plan.
Any Option or other Stock Award granted to a Eligible Participant prior to the
date this Plan is amended, modified or terminated will remain in effect
according to its terms unless otherwise agreed upon by the Eligible Participant;
provided, however, that this sentence shall not impair the right of the
Committee to take whatever action it deems appropriate under Section 11 or
Section 15. The termination or any modification or amendment of this Plan shall
not, without the consent of a Eligible Participant, affect his rights under an
Option or other Stock Award previously granted to him.
SECTION 17. EFFECTIVE DATE OF THIS PLAN
17.1 Effective Date. This Plan is effective as of September 14, 2000, the
date it was adopted by the Board of Directors of the Company.
17.2 Duration of this Plan. This Plan shall terminate at midnight on
September 13, 2005, which is the day before the fifth anniversary of the
Effective Date, and may be extended thereafter or terminated prior thereto by
action of the Board of Directors; and no Option or Stock Award shall be granted
after such termination. Options and Stock Awards outstanding at the time of this
Plan termination may continue to be exercised, or become free of restrictions,
in accordance with their terms.
SECTION 18. BURDEN AND BENEFIT
The terms and provisions of this Plan shall be binding upon, and shall inure to
the benefit of, each Eligible Participant, his executives or administrators,
heirs, and personal and legal representatives.
15
<PAGE>
Dated as of the 14th day of September, 2000.
NETJ.COM CORP.
By:/s/Wendy Paige
Wendy Paige, President
ATTEST:
By:/s/Simon Blackman
Simon Blackman, Secretary
16
<PAGE>
--------------------------------------------------------------------------------
EXHIBIT 3
GRANT OF OPTION TO WENDY PAIGE
--------------------------------------------------------------------------------
17
<PAGE>
GRANT OF OPTION PURSUANT TO THE
NETJ.COM 2000 STOCK PLAN
NetJ.com Corp., a Nevada corporation (the "Company"), hereby grants to WENDY
PAIGE ("Optionee") an Option to purchase ONE MILLION shares of common stock,
$.001 par value (the "Shares") of the Company at the purchase price of $1.15 per
share (the "Purchase Price"), in accordance with and subject to the terms and
conditions of the NETJ.com 2000 Stock Plan (the "Plan"). This option is
exercisable in whole or in part, and upon payment in cash or cancellation of
fees, or other form of payment acceptable to the Company, to the offices of the
Company at 24843 Del Prado, Suite 318, Dana Point, CA 92629. This Grant of
Option supersedes and replaces any prior notice of option grant, description of
vesting terms or similar documents previously delivered to Optionee for options
granted on the date stated below.
Unless otherwise set forth in a separate written agreement, in the event that
Optionee's employee or consultant status with the Company or any of its
subsidiaries ceases or terminates for any reason whatsoever, including, but not
limited to, death, disability, or voluntary or involuntary cessation or
termination, this Grant of Option shall terminate with respect to any portion of
this Grant of Option that has not vested prior to the date of cessation or
termination of employee or consultant status, as determined in the sole
discretion of the Company. In the event of termination for cause, this Grant of
Option shall immediately terminate in full with respect to any un-exercised
options, and any vested but un-exercised options shall immediately expire and
may not be exercised. Unless otherwise set forth in a separate written
agreement, vested options must be exercised within five (5) years after the date
of termination (other than for cause), notwithstanding the Expiration Date set
forth below.
Subject to the preceding paragraph, this Grant of Option, or any portion hereof,
may be exercised only to the extent vested per the attached schedule, and must
be exercised by Optionee no later than 13 SEPTEMBER 2010 (the "Expiration Date")
by (i) notice in writing, signed by Optionee; and (ii) payment of the Purchase
Price pursuant to the terms of this Grant of Option and the Plan. Any portion of
this Grant of Option that is not exercised on or before the Expiration Date
shall lapse. The notice must refer to this Grant of Option, and it must specify
the number of shares being purchased, and recite the consideration being paid
therefor. Notice shall be deemed given on the date on which the notice is
received by the Company.
This Option shall be considered validly exercised once payment therefor has
cleared the banking system or the Company has issued a credit memo for services
in the appropriate amount, or receives a duly executed acceptable promissory
note, if the Option is granted with deferred payment, and the Company has
received written notice of such exercise. If payment is not received within two
business days after the date the notice is received, the Company may deem the
notice to be invalid.
If Optionee fails to exercise this Option in accordance with this Grant of
Option, then this Grant of Option shall terminate and have no force and effect,
in which event the Company and Optionee shall have no liability to each other
with respect to this Grant of Option. This Option may be executed simultaneously
18
<PAGE>
in two or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
The validity, construction and enforceability of this Grant of Option shall be
construed under and governed by the laws of the State of Nevada, without regards
to its rules concerning conflicts of laws, and any and all actions brought to
enforce this Grant of Option or resolve any controversy, breach or disagreement
relative hereto shall only be brought in a court of comopetent jurisdiction
within the State of Nevada.
The shares of common stock issuable upon exercise of the Option (the "Underlying
Shares") may not be sold, exchanged, assigned, transferred or permitted to be
transferred, whether voluntarily, involuntarily or by operation of law,
delivered, encumbered, discounted, pledged, hypothecated or otherwise disposed
of until (i) the Underlying Shares have been registered with the Securities and
Exchange Commission pursuant to an effective registration statement on Form S-8,
or such other form as may be appropriate, in the discretion of the Company; or
(ii) an Opinion of Counsel, satisfactory to the Company, has been received,
which opinion sets forth the basis and availability of any exemption for resale
or transfer from federal or state securities registration requirements.
This Grant of Option relates to options granted on 14 SEPTEMBER 2000.
NETJ.COM CORP.
BY THE BOARD OF DIRECTORS
OR A SPECIAL COMMITTEE THEREOF
BY:/s/Simon Blackman
Simon Blackman, Secretary
OPTIONEE:/s/Wendy Paige
Wendy Paige
19
<PAGE>
GRANT OF OPTION PURSUANT TO THE NETJ.COM 2000 STOCK PLAN.
OPTIONEE: Wendy Paige
OPTIONS GRANTED: One Million Shares
PURCHASE PRICE: $ 1.15 per Share
DATE OF GRANT: 14 September 2000
EXERCISE PERIOD: 14 September 2000 to 13 September 2010
VESTING SCHEDULE: OPTION ON 14 SEPTEMBER 2000
#SHARES DATE VESTED
(ASSUMING CONTINUED EMPLOYMENT, ETC.)
1,000,000 14 September 2000
__________ ___________
__________ ___________
__________ ___________
__________ ___________
EXERCISED TO DATE INCLUDING THIS EXERCISE: ____________________
BALANCE TO BE EXERCISED: __________________
20
<PAGE>
NOTICE OF EXERCISE
(TO BE SIGNED ONLY UPON EXERCISE OF THE OPTION)
TO: NetJ.com Corp. ("Optionor")
The undersigned, the holder of the Option described above, hereby irrevocably
elects to exercise the purchase rights represented by such Option for, and to
purchase thereunder, _________________ shares of the Common Stock of NetJ.com
Corp., and herewith makes payment of ________________________ therefor.
Optionee requests that the certificates for such shares be issued in the name of
Optionee and be delivered to Optionee at the address of
_____________________________________________________, and if such shares shall
not be all of the shares purchasable hereunder, represents that a new Notice of
Exercise of like tenor for the appropriate balance of the shares, or a portion
thereof, purchasable under the Grant of Option pursuant to the NetJ.com 2000
Stock Plan, be delivered to Optionor when and as appropriate.
OPTIONEE:
By:___________________________________ __________________________
Date
21
<PAGE>
--------------------------------------------------------------------------------
EXHIBIT 4
GRANT OF OPTION TO SIMON BLACKMAN
--------------------------------------------------------------------------------
22
<PAGE>
GRANT OF OPTION PURSUANT TO THE
NETJ.COM 2000 STOCK PLAN
NetJ.com Corp., a Nevada corporation (the "Company"), hereby grants to SIMON
BLACKMAN ("Optionee") an Option to purchase ONE MILLION shares of common stock,
$.001 par value (the "Shares") of the Company at the purchase price of $1.15 per
share (the "Purchase Price"), in accordance with and subject to the terms and
conditions of the NETJ.com 2000 Stock Plan (the "Plan"). This option is
exercisable in whole or in part, and upon payment in cash or cancellation of
fees, or other form of payment acceptable to the Company, to the offices of the
Company at 24843 Del Prado, Suite 318, Dana Point, CA 92629. This Grant of
Option supersedes and replaces any prior notice of option grant, description of
vesting terms or similar documents previously delivered to Optionee for options
granted on the date stated below.
Unless otherwise set forth in a separate written agreement, in the event that
Optionee's employee or consultant status with the Company or any of its
subsidiaries ceases or terminates for any reason whatsoever, including, but not
limited to, death, disability, or voluntary or involuntary cessation or
termination, this Grant of Option shall terminate with respect to any portion of
this Grant of Option that has not vested prior to the date of cessation or
termination of employee or consultant status, as determined in the sole
discretion of the Company. In the event of termination for cause, this Grant of
Option shall immediately terminate in full with respect to any un-exercised
options, and any vested but un-exercised options shall immediately expire and
may not be exercised. Unless otherwise set forth in a separate written
agreement, vested options must be exercised within five (5) years after the date
of termination (other than for cause), notwithstanding the Expiration Date set
forth below.
Subject to the preceding paragraph, this Grant of Option, or any portion hereof,
may be exercised only to the extent vested per the attached schedule, and must
be exercised by Optionee no later than 13 SEPTEMBER 2010 (the "Expiration Date")
by (i) notice in writing, signed by Optionee; and (ii) payment of the Purchase
Price pursuant to the terms of this Grant of Option and the Plan. Any portion of
this Grant of Option that is not exercised on or before the Expiration Date
shall lapse. The notice must refer to this Grant of Option, and it must specify
the number of shares being purchased, and recite the consideration being paid
therefor. Notice shall be deemed given on the date on which the notice is
received by the Company.
This Option shall be considered validly exercised once payment therefor has
cleared the banking system or the Company has issued a credit memo for services
in the appropriate amount, or receives a duly executed acceptable promissory
note, if the Option is granted with deferred payment, and the Company has
received written notice of such exercise. If payment is not received within two
business days after the date the notice is received, the Company may deem the
notice to be invalid.
If Optionee fails to exercise this Option in accordance with this Grant of
Option, then this Grant of Option shall terminate and have no force and effect,
in which event the Company and Optionee shall have no liability to each other
with respect to this Grant of Option. This Option may be executed simultaneously
in two or more counterparts, each of which shall
23
<PAGE>
be deemed an original, but all of which together shall constitute one and the
same instrument.
The validity, construction and enforceability of this Grant of Option shall be
construed under and governed by the laws of the State of Nevada, without regards
to its rules concerning conflicts of laws, and any and all actions brought to
enforce this Grant of Option or resolve any controversy, breach or disagreement
relative hereto shall only be brought in a court of comopetent jurisdiction
within the State of Nevada.
The shares of common stock issuable upon exercise of the Option (the "Underlying
Shares") may not be sold, exchanged, assigned, transferred or permitted to be
transferred, whether voluntarily, involuntarily or by operation of law,
delivered, encumbered, discounted, pledged, hypothecated or otherwise disposed
of until (i) the Underlying Shares have been registered with the Securities and
Exchange Commission pursuant to an effective registration statement on Form S-8,
or such other form as may be appropriate, in the discretion of the Company; or
(ii) an Opinion of Counsel, satisfactory to the Company, has been received,
which opinion sets forth the basis and availability of any exemption for resale
or transfer from federal or state securities registration requirements.
This Grant of Option relates to options granted on 14 SEPTEMBER 2000.
NETJ.COM CORP.
BY THE BOARD OF DIRECTORS
OR A SPECIAL COMMITTEE THEREOF
BY:/s/Wendy Paige
Wendy Paige, President
OPTIONEE:/s/Simon Blackman
Simon Blackman
24
<PAGE>
GRANT OF OPTION PURSUANT TO THE NETJ.COM 2000 STOCK PLAN.
OPTIONEE: Simon Blackman
OPTIONS GRANTED: One Million Shares
PURCHASE PRICE: $ 1.15 per Share
DATE OF GRANT: 14 September 2000
EXERCISE PERIOD: 14 September 2000 to 13 September 2010
VESTING SCHEDULE: OPTION ON 14 SEPTEMBER 2000
#SHARES DATE VESTED
(ASSUMING CONTINUED EMPLOYMENT, ETC.)
1,000,000 14 September 2000
__________ ___________
__________ ___________
__________ ___________
__________ ___________
__________ ___________
EXERCISED TO DATE INCLUDING THIS EXERCISE: ____________________
BALANCE TO BE EXERCISED: __________________
25
<PAGE>
NOTICE OF EXERCISE
(TO BE SIGNED ONLY UPON EXERCISE OF THE OPTION)
TO: NetJ.com Corp. ("Optionor")
---
The undersigned, the holder of the Option described above, hereby irrevocably
elects to exercise the purchase rights represented by such Option for, and to
purchase thereunder, _________________ shares of the Common Stock of NetJ.com
Corp., and herewith makes payment of ________________________ therefor.
Optionee requests that the certificates for such shares be issued in the name of
Optionee and be delivered to Optionee at the address of
_____________________________________________________, and if such shares shall
not be all of the shares purchasable hereunder, represents that a new Notice of
Exercise of like tenor for the appropriate balance of the shares, or a portion
thereof, purchasable under the Grant of Option pursuant to the NetJ.com 2000
Stock Plan, be delivered to Optionor when and as appropriate.
OPTIONEE:
By:___________________________________ __________________________
Date
26
<PAGE>
--------------------------------------------------------------------------------
EXHIBIT 5
GRANT OF OPTION TO JAMES MELILLO
--------------------------------------------------------------------------------
27
<PAGE>
GRANT OF OPTION PURSUANT TO THE
NETJ.COM 2000 STOCK PLAN
NetJ.com Corp., a Nevada corporation (the "Company"), hereby grants to JAMES
MELILLO ("Optionee") an Option to purchase TWO HUNDRED AND FIFTY THOUSAND
shares of common stock, $.001 par value (the "Shares") of the Company at the
purchase price of $1.15 per share (the "Purchase Price"), in accordance with and
subject to the terms and conditions of the NETJ.com 2000 Stock Plan (the
"Plan"). This option is exercisable in whole or in part, and upon payment in
cash or cancellation of fees, or other form of payment acceptable to the
Company, to the offices of the Company at 24843 Del Prado, Suite 318, Dana
Point, CA 92629. This Grant of Option supersedes and replaces any prior notice
of option grant, description of vesting terms or similar documents previously
delivered to Optionee for options granted on the date stated below.
Unless otherwise set forth in a separate written agreement, in the event that
Optionee's employee or consultant status with the Company or any of its
subsidiaries ceases or terminates for any reason whatsoever, including, but not
limited to, death, disability, or voluntary or involuntary cessation or
termination, this Grant of Option shall terminate with respect to any portion of
this Grant of Option that has not vested prior to the date of cessation or
termination of employee or consultant status, as determined in the sole
discretion of the Company. In the event of termination for cause, this Grant of
Option shall immediately terminate in full with respect to any un-exercised
options, and any vested but un-exercised options shall immediately expire and
may not be exercised. Unless otherwise set forth in a separate written
agreement, vested options must be exercised within five (5) years after the date
of termination (other than for cause), notwithstanding the Expiration Date set
forth below.
Subject to the preceding paragraph, this Grant of Option, or any portion hereof,
may be exercised only to the extent vested per the attached schedule, and must
be exercised by Optionee no later than 13 SEPTEMBER 2010 (the "Expiration Date")
by (i) notice in writing, signed by Optionee; and (ii) payment of the Purchase
Price pursuant to the terms of this Grant of Option and the Plan. Any portion of
this Grant of Option that is not exercised on or before the Expiration Date
shall lapse. The notice must refer to this Grant of Option, and it must specify
the number of shares being purchased, and recite the consideration being paid
therefor. Notice shall be deemed given on the date on which the notice is
received by the Company.
This Option shall be considered validly exercised once payment therefor has
cleared the banking system or the Company has issued a credit memo for services
in the appropriate amount, or receives a duly executed acceptable promissory
note, if the Option is granted with deferred payment, and the Company has
received written notice of such exercise. If payment is not received within two
business days after the date the notice is received, the Company may deem the
notice to be invalid.
If Optionee fails to exercise this Option in accordance with this Grant of
Option, then this Grant of Option shall terminate and have no force and effect,
in which event the Company and Optionee shall have no liability to each other
with respect to this Grant of Option. This Option may be executed simultaneously
in two or more counterparts, each of which shall
28
<PAGE>
be deemed an original, but all of which together shall constitute one and the
same instrument.
The validity, construction and enforceability of this Grant of Option shall be
construed under and governed by the laws of the State of Nevada, without regards
to its rules concerning conflicts of laws, and any and all actions brought to
enforce this Grant of Option or resolve any controversy, breach or disagreement
relative hereto shall only be brought in a court of comopetent jurisdiction
within the State of Nevada.
The shares of common stock issuable upon exercise of the Option (the "Underlying
Shares") may not be sold, exchanged, assigned, transferred or permitted to be
transferred, whether voluntarily, involuntarily or by operation of law,
delivered, encumbered, discounted, pledged, hypothecated or otherwise disposed
of until (i) the Underlying Shares have been registered with the Securities and
Exchange Commission pursuant to an effective registration statement on Form S-8,
or such other form as may be appropriate, in the discretion of the Company; or
(ii) an Opinion of Counsel, satisfactory to the Company, has been received,
which opinion sets forth the basis and availability of any exemption for resale
or transfer from federal or state securities registration requirements.
This Grant of Option relates to options granted on 14 SEPTEMBER 2000.
NETJ.COM CORP.
BY THE BOARD OF DIRECTORS
OR A SPECIAL COMMITTEE THEREOF
BY:___/S/Wendy Paige
Wendy Paige, President
OPTIONEE:/s/James Melillo
James Melillo
29
<PAGE>
GRANT OF OPTION PURSUANT TO THE NETJ.COM 2000 STOCK PLAN.
OPTIONEE: James Melillo
OPTIONS GRANTED: Two Hundred and Fifty Thousand Shares
PURCHASE PRICE: $ 1.15 per Share
DATE OF GRANT: 14 September 2000
EXERCISE PERIOD: 14 September 2000 to 13 September 2010
VESTING SCHEDULE: OPTION ON 14 SEPTEMBER 2000
#SHARES DATE VESTED
(ASSUMING CONTINUED EMPLOYMENT, ETC.)
250,000 14 September 2000
__________ ___________
__________ ___________
__________ ___________
__________ ___________
__________ ___________
EXERCISED TO DATE INCLUDING THIS EXERCISE: ____________________
BALANCE TO BE EXERCISED: __________________
30
<PAGE>
31
NOTICE OF EXERCISE
(TO BE SIGNED ONLY UPON EXERCISE OF THE OPTION)
TO: NetJ.com Corp. ("Optionor")
---
The undersigned, the holder of the Option described above, hereby irrevocably
elects to exercise the purchase rights represented by such Option for, and to
purchase thereunder, _________________ shares of the Common Stock of NetJ.com
Corp., and herewith makes payment of ________________________ therefor.
Optionee requests that the certificates for such shares be issued in the name of
Optionee and be delivered to Optionee at the address of
_____________________________________________________, and if such shares shall
not be all of the shares purchasable hereunder, represents that a new Notice of
Exercise of like tenor for the appropriate balance of the shares, or a portion
thereof, purchasable under the Grant of Option pursuant to the NetJ.com 2000
Stock Plan, be delivered to Optionor when and as appropriate.
OPTIONEE:
By:___________________________________ __________________________
Date
31
<PAGE>
