<PAGE>
File No.:__________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
----------------------
E-BIDD.COM, INC.
(Exact name of issuer as specified on its charter)
Minnesota 410951123
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
555 West Hastings Street, Suite 800
Vancouver, British Columbia V6B 4N5, Canada
(Address of principal executive offices)
E-BIDD.COM, INC.
STOCK OPTION PLAN
(Full title of the plan)
Please send copies of all communications to:
With copies to:
RAYMOND C. DABNEY JAMES L. VANDEBERG, ESQ.
President, e-bidd.com, Inc. Ogden Murphy Wallace, P.L.L.C.
555 West Hastings Street 1601 Fifth Avenue, Suite 2100
Vancouver, British Columbia V6B 4N5 Seattle, Washington 98101-1686
(604) 278-5996 (206) 447-7000
(Name, address including zip code,
telephone number, including area code, of
agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==========================================================================================================================
Title of Securities Amount Being Proposed Maximum Proposed Maximum Amount of
Being Registered Registered Offering Price Per Aggregate Offering Registration Fee
Share (1) Price (1)
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
($.001 ParValue) 1,000,000 $1.187 $1,187,000 $313.37
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
(1) Determined solely for the purpose of calculating the amount of the
registration fee. Pursuant to Rule 457(h)(1, 3) and Rule 457(c) under the
Securities Act of 1933 (the "Securities Act"), the price per share is
computed based on the average of the high and low prices reported for
shares of the Registrant's Common Stock as of May 8, 2000.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference in the
Registration Statement:
(a) The Registrant's annual report for the year ended December 31,
1999 filed with the Securities and Exchange Commission on Form 10-KSB.
(b) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year covered by the Registrant document
referred to in (a) above.
(c) The description of the Common Stock contained in the Registrant's
effective registration statement on Form 10-SB, including any amendments or
reports filed for the purpose of updating such description.
All documents filed by the Registrant pursuant to Sections
13(a),13(c), 14 and 15(d) of the Exchange Act, after the date hereof and prior
to the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities covered hereby
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof commencing on the respective
dates on which such documents are filed.
Item 5. Interests of Named Experts and Counsel.
James L. Vandeberg is a shareholder of the Registrant and of counsel in the
law firm of Ogden Murphy Wallace, P.L.L.C., counsel to the Registrant. Mr.
Vandeberg directly owns 25,000 shares of the Registrant's common stock and has
warrants to acquire 25,000 shares of the Registrant's common stock at a price of
either a) $0.30 per share if exercised by April 15, 2001 or b) $0.50 per share
if exercised by April 15, 2002.
Item 6. Indemnification of Directors and Officers.
The Registrant's Articles of Incorporation provide that the Registrant must
indemnify each of its (i) fiduciaries within the meaning of the Employee
Retirement Income Security Act of 1974, as amended, with respect to any employee
benefit plan, and (ii) directors and officers, to the fullest extent permitted
under the Minnesota Corporations Act, against all liabilities incurred by reason
of the fact that the person is or was a director or officer of the Registrant or
a fiduciary of an employee benefit plan, or is or was serving at the request of
the Registrant as a director or officer, or fiduciary of an employee benefit
plan, of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise.
The effect of these provisions is potentially to indemnify the Registrant's
directors and officers from all costs and expenses of liability incurred by them
in connection with any action, suit or proceeding in which they are involved by
reason of their affiliation with the Registrant.
<PAGE>
Item 7. Exemption from Registration Claimed.
No restricted securities are to be re-offered or resold pursuant to this
registration statement.
Item 8. Exhibits.
Exhibit Number Description
- -------------- ------------
4.1 Xraymedia.com, Inc. 2000 Stock Option Plan
4.2 Form of Stock Option Agreement
5.1 Opinion of Ogden Murphy Wallace, P.L.L.C.
23.1 Consent of Bendinger &Co.
23.2 Consent of Ogden Murphy Wallace, P.L.L.C. (see Exhibit 5.1)
Item 9. Undertakings.
a. The undersigned Registrant hereby undertakes:
(1) To file during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement 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, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered, which remain, unsold at the termination of the
offering.
b. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
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.
h. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is
therefore unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Vancouver, Province of British Columbia, CANADA, on
May 5, 2000.
E-BIDD.COM, INC.
/s/ Raymond C. Dabney
---------------------
Raymond C. Dabney
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<S> <C> <C>
/s/ Raymond C. Dabney President, Chief Executive Officer and 5/5/00
- ------------------------------------- Director ----------
Raymond C. Dabney (Date)
/s/ Gord Woodward Vice-President, Chief Information 5/5/00
- ------------------------------------- Officer and Director ----------
Gord Woodward (Date)
/s/ Brian Walker Director 5/5/00
- ------------------------------------- ----------
Brian Walker (Date)
/s/ Meir Kahtan Director 5/5/00
- ------------------------------------- ----------
Meir Kahtan (Date)
</TABLE>
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the locations and on the dates set
forth below.
E-BIDD.COM, INC. STOCK OPTION PLAN
/s/ Raymond C. Dabney Director 5/5/00
- ------------------------- ----------
Raymond C. Dabney (Date)
/s/ Gord Woodward Director 5/5/00
- ------------------------- ----------
Gord Woodward (Date)
/s/ Brian Walker Director 5/5/00
- ------------------------- ----------
Brian Walker (Date)
/s/ Meir Kahtan Director 5/5/00
- -------------------------- ----------
Meir Kahtan (Date)
<PAGE>
LIST OF EXHIBITS
Exhibit Number Description
4.1 Xraymedia.com, Inc. 2000 Stock Option Plan
4.2 Form of Stock Option Agreement
5.1 Opinion of Ogden Murphy Wallace, P.L.L.C.
23.1 Consent of Bendinger &Co.
23.2 Consent of Ogden Murphy Wallace, P.L.L.C. (see Exhibit 5.1)
<PAGE>
Exhibit 4.1
XRAYMEDIA.COM, INC.
2000 STOCK OPTION PLAN
1. Purpose. The purpose of this Plan is to provide additional incentives
-------
to key employees, officers, directors and consultants of E-Bidd.com, Inc. (to be
renamed Xraymedia.com), Inc., and any of its Subsidiaries, thereby helping to
attract and retain the best available personnel for positions of responsibility
with those corporations and otherwise promoting the success of the business
activities of such corporations. It is intended that Options issued under this
Plan constitute either "incentive stock options" within the meaning of Section
422 of the Code or nonqualified stock options.
2. Definitions. As used herein, the following definitions apply:
-----------
(a) "1934 Act" means the Securities Exchange Act of 1934, as amended.
(b) "Board" means the Board of Directors of the Employer.
(c) "Code" means the Internal Revenue Code of 1986, as amended.
(d) "Common Stock" means the Employer's common stock.
(e) "Committee" means the Board or the Committee appointed by the
Board in accordance with Section 4(a).
(f) "Continuous Status as an Employee" means the absence of any
interruption or termination of service as an Employee; Continuous Status as
an Employee will not be considered interrupted in the case of sick leave,
military leave, or any other approved leave of absence.
(g) "Employee" means any person employed by or serving as an
employee, consultant, officer or director of the Employer or any Subsidiary
of the Employer, which is hereafter organized or acquired by the Employer.
(h) "Employer" means E-Bidd.com, Inc. (to be renamed Xraymedia.com,
Inc.), a Minnesota corporation.
(i) "Nonemployee Director" has the meaning set forth in Rule 16b-3
under the 1934 Act.
XRAYMEDIA.COM,INC.
2000 Stock Option Plan
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(j) "Option" means a stock option granted under the Plan, which may
constitute either Incentive Stock Options (as provided for under Section
422 of the Code), or Nonqualified Stock Options.
(k) "Optioned Stock" means the Common Stock subject to an Option.
(l) "Optionee" means an Employee who receives an Option.
(m) "Plan" means this Employee Stock Option Plan, as amended from
time to time.
(n) "Shareholder-Employee" means an Employee who owns stock
representing more than ten percent (10%) of the total combined voting power
of all classes of stock of the Employer or of any Subsidiary; for this
purpose, the attribution of stock ownership rules provided in Section 424
of the Code apply.
(o) "Subsidiary" means any bank or other corporation of which not
less than fifty percent (50%) of the voting shares are held by the Employer
or a Subsidiary, whether or not such corporation now exists or is hereafter
organized or acquired by the Employer or a Subsidiary.
3. Stock Subject to Options.
------------------------
(a) Number of Shares Reserved. The maximum number of shares which may
-------------------------
be optioned and sold under the Plan is one million (1,000,000) shares of
Common Stock of the Employer, subject to adjustment as provided in Section
6(j). During the term of this Plan, the Employer will at all times reserve
and keep available a sufficient number of shares of its Common Stock to
satisfy the requirements of the Plan.
(b) Expired Options. If any outstanding Option expires or becomes
---------------
unexercisable for any reason without having been exercised in full, the
shares of Common Stock allocable to the unexercised portion of such Option
will again become available for other Option grants.
4. Administration of the Plan.
--------------------------
(a) The Committee. The Board administers the Plan directly, acting
as a Committee of the whole, or if the Board elects, by a separate
Committee appointed by the Board for that purpose and consisting solely of
two or more Nonemployee Directors. All references in the Plan to the
"Committee" are to such separate Committee, if any is established, or if
none is then in existence, then to the Board as a whole. Once appointed,
any such Committee must continue to serve until otherwise directed by the
Board. From
XRAYMEDIA.COM,INC.
2000 Stock Option Plan
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time to time the Board may increase the size of the Committee and appoint
additional members thereto, remove members (with or without cause), appoint
new members in substitution therefor, and fill vacancies (however caused).
At all times, the Board has the power to remove all members of the
Committee and thereafter to directly administer the Plan as a Committee of
the whole.
(b) Meetings; Reports. The Committee shall select one of its members
-----------------
as chairman, and hold meetings at such times and places as the chairman or
a majority of the Committee may determine. All actions of the Committee
must be either by (i) a majority vote of the members of the full Committee
at a meeting of the Committee, or (ii) by unanimous written consent of all
members of the full Committee without a meeting. At least annually, the
Committee must present a written report to the Board indicating the
Employees to whom Options have been granted since the date of the last such
report, and in each case the date or dates of Options granted, the number
of shares optioned, and the Option price per share.
(c) Powers of the Committee. Subject to all provisions and
-----------------------
limitations of the Plan, the Committee has the authority and discretion to:
(1) Determine the Employees to whom Options are to be granted,
the times of grant, and the number of shares to be represented by each
Option, subject to the provisions of Section 6(b) in the case of
Incentive Stock Options;
(2) Determine the Option price for the shares of Common Stock to
be issued pursuant to each Option, subject to the provisions of
Section 6(b) in the case of Incentive Stock Options;
(3) Determine all other terms and conditions of each Option
granted under the Plan (including specifying the dates upon which
Options become exercisable and whether and to whom Options are
transferable), which need not be identical;
(4) Modify or amend the terms of any Option previously granted,
or to grant substitute Options, subject to the provisions of Sections
6(l) and 6(m);
(5) Interpret the Plan;
(6) Authorize any person or persons to execute and deliver
Option agreements or to take any other actions deemed by the Committee
to be necessary or appropriate to effectuate the grant of Options by
the Committee; and
XRAYMEDIA.COM, INC.
2000 Stock Option Plan
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<PAGE>
(7) Make all other determinations and take all other actions
that the Committee deems necessary or appropriate to administer the
Plan in accordance with its terms and conditions.
(d) Final Authority; Limitation of Liability. The Committee's
----------------------------------------
decisions, determinations and interpretations are final and binding on all
persons, including all Optionees and any other holders or persons
interested in any Options, unless otherwise expressly determined by a vote
of the majority of the entire Board. No member of the Committee or of the
Board may be held liable for any action or determination made in good faith
with respect to the Plan or any Option.
5. Eligibility; Limitation of Rights. Options may be granted only to
---------------------------------
Employees whom the Committee, in its discretion, determines to be key Employees.
The grant of Options under the Plan is entirely discretionary with the
Committee, and the adoption of the Plan does not confer upon any Employee any
right to receive any Option or Options unless and until granted by the
Committee, in its sole discretion. Neither the adoption of the Plan nor the
grant of any Options to any Employee or Optionee will confer any right to
continued employment, nor shall the same interfere in any way with the
Employee's right or that of the Employer (or any Subsidiary) to terminate the
Employee's employment at any time.
6. Option Terms; Conditions. All Option grants under the Plan must be
------------------------
(i) approved in advance by the Committee; and (ii) documented in written Option
agreements in such form as the Committee approves from time to time. All Option
agreements must comply with, and are subject to the following terms and
conditions:
(a) Number of Shares; Annual Limitation. Each Option agreement must
-----------------------------------
state whether the Option is an Incentive Stock Option or a Nonqualified
Stock Option, and the number of shares subject to Option. Any number of
Options may be granted to a single eligible Employee at any time and from
time to time, except that, in the case of Incentive Stock Options, the
aggregate fair market value (determined as of the time each Option is
granted) of all shares of Common Stock with respect to which Incentive
Stock Options become exercisable for the first time by such Employee in any
one calendar year (under all incentive stock option plans of the Employer
and all of its Subsidiaries taken together) may not exceed one hundred
thousand dollars ($100,000).
(b) Option Price. The Option price for the shares of Common Stock to
------------
be issued under the Option will be the price determined by the Committee,
except that, in the case of Incentive Stock Options, the price may not be
less than the fair market value of the Common Stock on the date of grant of
the Incentive Stock Option. In the case of an Incentive Stock Option
granted to an Employee who, immediately before the grant of such Incentive
Stock Option, is a Shareholder-Employee, the Incentive Stock Option price
must be at least one hundred and ten percent (110%) of the fair market
value of the Common Stock on
XRAYMEDIA.COM,INC.
2000 Stock Option Plan
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<PAGE>
the date of grant of the Incentive Stock Option. Fair market value is
determined by the Committee in its discretion; provided, however, that in
-------- -------
the event that there is a public market for the Common Stock, the fair
market value is, if available, (i) the closing price of the Common Stock as
of the date of grant as reported (in descending order of priority) on (A) a
national securities exchange listing the Common Stock, (B) the NASDAQ Stock
Market, (C) a national automated quotation system with daily trading volume
in the Common Stock in excess of 10,000 shares, or (D) a regional
securities exchange listing the Common Stock, and otherwise (ii) the
average of the closing bid and asked prices of the Common Stock for the
previous five trading days.
(c) Consideration; Manner of Exercise. The Option price is payable
---------------------------------
either (i) in U.S. dollars upon exercise of the Option, or (ii) if approved
by the Board, other consideration including without limitation Common Stock
of the Employer, services, or other property. An Option is deemed to be
exercised when written notice of exercise has been given to the Employer in
accordance with the terms of the Option by the person entitled to exercise
the Option, together with full payment for the shares of Common Stock
subject to said notice.
(d) Term of Option. Under no circumstances may an Option granted
--------------
under the Plan be exercisable after the expiration of ten (10) years from
the date such Option is granted. Further, the term of an Incentive Stock
Option granted to an Employee who, immediately before such Incentive Stock
Option is granted, is a Shareholder-Employee may not exceed five (5) years
from the date of grant of such Option. Subject to the foregoing and other
applicable provisions of the Plan including but not limited to Section
6(e), the Committee, in its discretion, must determine the term of each
Option.
(e) Date of Grant; Holding Period. The grant date of an Option, for
-----------------------------
all purposes, is the date the Committee makes the determination granting
the Option, as set forth in the Option agreement. Shares of Common Stock
obtained upon the exercise of any Option may not be sold by any Optionee
that is subject to Section 16 of the 1934 Act until six (6) months have
elapsed since the date of the Option grant.
(f) Death of Optionee. In the event of the death of an Optionee who
-----------------
at the time of his death was an Employee and who had been in Continuous
Status as an Employee since the date of grant of the Option, the Option
terminates on the earlier of (i) six (6) months after the date of death of
the Optionee, or (ii) the expiration date otherwise provided in the Option
agreement (except that if the expiration date of a Nonqualified Stock
Option should occur during the 90-day period immediately following the
Optionee's death, such Option terminates at the end of such 90-day period).
Under these circumstances, the Option will be exercisable at any time prior
to such termination by the Optionee's estate, or by such person or persons
who have acquired the right to exercise the Option by bequest or by
inheritance or by reason of the death of the Optionee.
XRAYMEDIA.COM,INC.
2000 Stock Option Plan
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<PAGE>
(g) Disability of Optionee. If an Optionee's status as an Employee
----------------------
is terminated at any time during the Option period by reason of a
disability (within the meaning of Section 22(e)(3) of the Code) and if the
Optionee had been in Continuous Status as an Employee at all times between
the date of grant of the Option and the termination of his status as an
Employee, the Option terminates on the earlier of (i) one (1) year after
the date of termination of his status as an Employee, or (ii) the
expiration date otherwise provided in the Option agreement.
(h) Termination of Status as an Employee. If an Optionee's status as
------------------------------------
an Employee is terminated at any time after the grant of an Option by the
Optionee for any reason other than death or disability, as provided in
Sections 6(f) and 6(g), and not by the Company, as provided below, the
Option terminates on the earlier of (i) thirty (30) days following
termination of status as an Employee, or (ii) the expiration date otherwise
provided in the Option agreement. Except as expressly provided by the
Committee, if an Optionee's status as an Employee is terminated at any time
after the grant of an Option by the Company for any reason, then the Option
terminates on the date of termination of status as an Employee.
(i) Nontransferability of Options. Except as expressly provided by
-----------------------------
the Committee, no Option granted under the Plan may be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner other
than by will or by the laws of descent or distribution and may be
exercised, during the lifetime of the Optionee, only by the Optionee.
(j) Adjustments Upon Changes in Capitalization. Subject to any
------------------------------------------
required action by the shareholders of the Employer, the number of shares
of Common Stock covered by each outstanding Option, the number of shares of
Common Stock available for grant of additional Options, and the price per
share of Common Stock specified in each outstanding Option, must be
proportionately adjusted for any increase or decrease in the number of
issued shares of Common Stock resulting from any stock split or other
subdivision or consolidation of shares, the payment of any stock dividend
(but only on the Common Stock) or any other increase or decrease in the
number of such shares of Common Stock effected without receipt of
consideration by the Employer; provided, however, that conversion of any
-------- -------
convertible securities of the Employer will not be deemed to have been
"effected without receipt of consideration."
Any adjustments as a result of a change in the Employer's
capitalization will be made by the Committee, whose determination in that
respect is final, binding and conclusive, subject to the condition that no
Incentive Stock Option may be adjusted by the Committee under this Section
6(j) in a manner that causes the Option to fail to continue to qualify as
such within the meaning of Section 422 of the Code. Except as otherwise
expressly
XRAYMEDIA.COM,INC.
2000 Stock Option Plan
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<PAGE>
provided in this Section 6(j), no Optionee shall have any rights by reason
of any stock split or the payment of any stock dividend or any other
increase or decrease in the number of shares of Common Stock. Except as
otherwise expressly provided in this Section 6(j), any issue by the
Employer of shares of stock of any class, or securities convertible into
shares of stock of any class, shall not affect the number of shares or
price of Common Stock subject to any Options, and no adjustments in Options
shall be made by reason thereof. The grant of an Option under the Plan does
not in any way affect the right or power of the Employer to make
adjustments, reclassifications, reorganizations or changes of its capital
or business structure.
(k) Conditions Upon Issuance of Shares. Shares of Common Stock may
----------------------------------
not be issued with respect to an Option granted under the Plan unless the
exercise of the Option and the issuance and delivery of such shares
pursuant thereto complies with all applicable provisions of law, including,
applicable federal and state securities laws.
As a condition to the exercise of an Option, the Employer may require
the person exercising such Option to represent and warrant at the time of
exercise that the shares of Common Stock are being purchased only for
investment and without any present intention to sell or distribute such
Common Stock if, in the opinion of counsel for the Employer, such a
representation is required by any relevant provisions of law.
(l) Merger, Sale of Assets, Etc. In the event of the merger or
---------------------------
reorganization of the Employer with or into any other corporation, or in
the event of a proposed sale of substantially all of the assets of the
Employer, or in the event of a proposed dissolution or liquidation of the
Employer (collectively, "sale transaction"): (i) all outstanding Options
that are not then fully exercisable becomes exercisable immediately before
the date of closing of any sale transaction or such earlier date as the
Committee may fix; and (ii) the Committee may, in the exercise of its sole
discretion, terminate all outstanding Options as of a date fixed by the
Committee. In the event of such termination, however, the Committee must
notify each Optionee of such action in writing not less than sixty (60)
days prior to the termination date fixed by the Committee, and each
Optionee has the right to exercise his Option prior to said termination
date.
(m) Substitute Stock Options. In connection with the acquisition or
------------------------
proposed acquisition by the Employer or any Subsidiary, whether by merger,
acquisition of stock or assets, or other reorganization transaction, of a
business any employees of which have been granted incentive stock options,
the Committee is authorized to issue, in substitution of any such
unexercised stock option, a new Option under this Plan which confers upon
the Optionee substantially the same benefits as the old option; provided,
however, that the issuance of any new Option for an old incentive stock
option must satisfy the requirements of Section 424(a) of the Code.
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2000 Stock Option Plan
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<PAGE>
(n) Tax Compliance. The Employer, in its sole discretion, may take
--------------
any actions that it reasonably believes to be required in order to comply
with any local, state, or federal tax laws relating to the reporting or
withholding of taxes attributable to the grant or exercise of any Option or
the disposition of any shares of Common Stock issued upon exercise of an
Option, including, but not limited to: (i) withholding from any Optionee
exercising an Option a number of shares of Common Stock having a fair
market value equal to the amount required to be withheld by Employer under
applicable tax laws, and (ii) withholding from any form of compensation or
other amount due an Optionee or holder of shares of Common Stock issued
upon exercise of an Option any amount required to be withheld by Employer
under applicable tax laws. Withholding or reporting is considered required
for purposes of this Section 6(n) if any tax deduction or other favorable
tax treatment available to Employer is conditioned upon such reporting or
withholding.
(o) Other Provisions. Option agreements executed under the Plan may
----------------
contain such other provisions as the Committee deems advisable, provided
that: (i) they are not inconsistent with any of the other terms and
conditions of the Plan or applicable laws, and (ii) in the case of
Incentive Stock Options, the provisions are not inconsistent with the
provisions of Section 422 of the Code.
7. Term of the Plan. The Plan is effective on adoption of the Plan by
----------------
the Board, subject to shareholder approval if required under Section 9. Unless
sooner terminated as provided in Section 8, the Plan will terminate on the tenth
(10th) anniversary of its effective date. Options may be granted at any time
after the effective date and prior to the date of termination of the Plan.
8. Amendment; Early Termination. The Board may terminate or amend the
----------------------------
Plan at any time and in such respects as it deems advisable, although no
amendment or termination would affect any previously-granted Options, which
would remain in full force and effect notwithstanding any amendment or
termination of the Plan. Shareholder approval of any amendments to the Plan must
be obtained whenever required by applicable law(s) or rules of any stock market
or exchange on which the Common Stock is listed.
9. Shareholder Approval. If required by applicable law(s) or rules of any
--------------------
stock market or exchange on which the Common Stock is listed, continuance of the
Plan is subject to approval of the Plan by affirmative vote of the holders of a
majority of the outstanding shares of Common Stock of the Employer at a duly
convened meeting of the shareholders of the Employer, which approval must occur
within twelve (12) months before or after the date of adoption of the Plan by
the Board.
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2000 Stock Option Plan
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<PAGE>
CERTIFICATE OF ADOPTION
-----------------------
I certify that the foregoing plan was adopted by the Board on May 5, 2000,
and will be submitted for approval within one year after adoption by the
Employer's shareholders.
/s/ Brian Walker
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Brian Walker
Secretary
E-bidd.com, Inc. (to be renamed
Xraymedia.com, Inc.)
XRAYMEDIA.COM,INC.
2000 Stock Option Plan
Page 9 of 9
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EXHIBIT 4.2
XRAYMEDIA.COM, INC.
2000 STOCK OPTION PLAN
STOCK OPTION AGREEMENT
(Nonqualified Stock Option)
Employee/Optionee: [Name]
Number of Shares: [Total Shares] Shares
Option Exercise Price: $ _________ per Share
Date of Grant: [Grant Date]
Vesting Schedule: Percentage
of Shares Date (from Grant Date)
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*
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*rounded to the next whole number of Shares
THIS OPTION AGREEMENT (the "Agreement") is entered into effective as
of the _______ day of May, 2000 by and between EBIDD.COM, INC., a Minnesota
corporation (to be renamed Xraymedia.com) (the "Company"), and the individual
designated above (the "Optionee").
RECITALS
A. The xraymedia.com, Inc. 2000 Stock Option Plan (the "Plan") was
adopted by the Company, effective May 5, 2000; and
B. The Optionee performs valuable services for the Company, a Subsidiary
or a Parent; and
C. As of the date hereof, the Board of Directors of the Company granted
the Option as provided herein;
NOW, THEREFORE, the parties agree to the terms and conditions herein,
including the recitals.
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1. Grant of Option.
1.1 Option. An option to purchase shares of the Company's Common
Stock, $.001 par value per share, (the "Shares") is hereby granted to the
Optionee (the "Option").
1.2 Number of Shares. The number of Shares that the Optionee can
purchase upon exercise of the Option and the dates upon which the Option can
first be exercised are set forth above.
1.3 Option Exercise Price. The price the Optionee must pay to exercise
the Option (the "Option Exercise Price") is set forth above.
1.4 Date of Grant. The date the Option is granted (the "Date of
Grant") is set forth above.
1.5 Type of Option. The Option is intended to be a Nonqualified Stock
Option. It is not intended to qualify as an Incentive Stock Option within
the meaning of Section 422 of the Internal Revenue Code of 1986, as amended from
time to time, or any successor provision thereto.
1.6 Construction. This Agreement shall be construed in accordance
and consistent with, and subject to, the provisions of the Plan (the provisions
of which are incorporated herein by reference) and, except as otherwise
expressly set forth herein, the capitalized terms used in this Agreement shall
have the same definitions as set forth in the Plan.
1.7 Condition. The Option is conditioned on the Optionee's execution
of this Agreement. If this Agreement is not executed by the Optionee it may be
canceled by the Board.
2. Duration.
The Option shall be exercisable to the extent and in the manner
provided herein for a period of ten (10) years from the Grant Date (the
"Exercise Term"); provided, however, that the Option may be earlier terminated
as provided in Section 1.7 and Section 5 hereof.
3. Vesting.
The Option shall vest, and may be exercised, with respect to the Shares,
on or after the dates set forth above, subject to earlier termination of
the Option as provided in Section 1.7 and Section 5 hereof or in the Plan. The
right to purchase the Shares as they become vested shall be cumulative and shall
continue during the Exercise Term unless sooner terminated as provided herein.
4. Manner of Exercise and Payment.
4.1 To exercise the Option, the Optionee must deliver a completed
copy of the Option Exercise Form, attached hereto as Exhibit A, to the address
indicated on such Form or such other address designated by the Company from time
to time. The Option may be exercised in whole or
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in part with respect to the vested Shares; provided, however, the Committee may
establish a minimum number of Shares (e.g., 100) for which an Option may be
exercised at a particular time. Within thirty (30) days of delivery of the
Option Exercise Form, the Company shall deliver certificates evidencing the
Shares to the Optionee, duly endorsed for transfer to the Optionee, free and
clear of all liens, security interests, pledges or other claims or charges.
Contemporaneously with the delivery of the Option Exercise Form, Optionee shall
tender the Option Exercise Price to the Company, by cash, check, wire transfer
or such other method of payment (e.g., delivery or attestation of Shares already
owned) as may be acceptable to the Committee pursuant to the Plan.
4.2 The Optionee shall not be deemed to be the holder of, or to have
any of the rights of a holder with respect to any Shares subject to the Option
until (i) the Option shall have been exercised pursuant to the terms of this
Agreement and the Optionee shall have paid the full purchase price for the
number of Shares in respect of which the Option was exercised, (ii) the Company
shall have issued and delivered the Shares to the Optionee, and (iii) the
Optionee's name shall have been entered as a stockholder of record on the books
of the Company, whereupon the Optionee shall have full voting and other
ownership rights with respect to such Shares.
5. Termination of Employment.
5.1 Termination for Cause. If the Optionee's employment is terminated
by the Company for Cause, all outstanding unvested Options granted to
the Optionee shall expire, and Optionee's right to exercise any then outstanding
Options (whether or not vested) shall terminate immediately upon the date that
the Committee determines is the Optionee's date of termination of employment.
5.2 Termination of Employment for Other Reasons. If the Optionee's
employment is terminated by the Company without Cause or the Optionee
voluntarily terminates his employment (including a termination due to
Retirement, death or disability), all outstanding unvested Options shall expire,
and any Options vested as of his date of termination shall remain exercisable at
any time prior to their expiration date or for two (2) years after his date of
termination of employment, whichever period is shorter.
5.3 Employment by Subsidiary. For purposes of this Section and
Section 8, employment with the Company includes employment with any Parent or
Subsidiary of the Company and service as a Director of the Company or any Parent
or Subsidiary shall be considered employment with the Company. A change of
employment between the Company and any Parent or Subsidiary (or between
Subsidiaries or between a Subsidiary and a Parent) is not a termination of
employment under this Agreement.
6. Nontransferability.
The Option shall not be transferable other than by will or by the laws
of descent and distribution. During the lifetime of the Optionee, the Option
shall be exercisable only by the Optionee.
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7. Restrictions on the Options; Restrictions on the Shares.
The Option may not be exercised at any time unless, in the opinion of
counsel for the Company, the issuance and sale of the Shares issued upon such
exercise is exempt from registration under the Securities Act of 1933, as
amended, or any other applicable federal or state securities law, rule or
regulation, or the Shares have been duly registered under such laws. The
Company shall not be required to register the Shares issuable upon the exercise
of the Option under any such laws. Unless the Shares have been registered under
all applicable laws, the Optionee shall represent, warrant and agree, as a
condition to the exercise of the Option, that the Shares are being purchased for
investment only and without a view to any sale or distribution of such Shares
and that such Shares shall not be transferred or disposed of in any manner
without registration under such laws, unless it is the opinion of counsel for
the Company that such a disposition is exempt from such registration. The
Optionee acknowledges that an appropriate legend, in such form as the Company
shall determine, giving notice of the foregoing restrictions shall appear
conspicuously on all certificates evidencing the Shares issued upon the exercise
of the Option.
The Optionee also acknowledges and agrees that, in connection with any
public offering of the Company's stock, upon request of the Company or the
underwriters managing any underwritten public offering of the Company's stock
and making such request with the approval of the Company's Board of Directors,
not to sell, make any short sale of, loan, grant any option for the purchase of,
or otherwise dispose of any of his Shares without the prior written consent of
the Company or such underwriters, as the case may be, from the effective date of
such registration for so long as the Company or the underwriters may specify,
but in any event not to exceed 210 days.
8. No Right to Continued Employment.
Nothing in this Agreement or the Plan shall be interpreted or construed
to confer upon the Optionee any right with respect to continuance of
employment by the Company or any Parent or Subsidiary, nor shall this Agreement
or the Plan interfere in any way with the right of the Company or a Parent or
Subsidiary to terminate the Optionee's employment at any time.
9. Adjustments Upon Certain Events.
In the event of a change in capitalization, such as a stock split, the
Committee shall make appropriate adjustments to the number and class of Shares
or other stock or securities subject to the Option and the purchase price for
such Shares or other stock or securities. The Committee's adjustment shall be
made in accordance with the provisions of Section 4.3 of the Plan and shall be
effective and final, binding and conclusive for all purposes of the Plan and
this Agreement.
Subject to Section 6.9 of the Plan, upon a merger, consolidation,
separation, reorganization or other business combination involving the Company,
the Option shall be adjusted as provided in Section 4.3 of the Plan and/or the
Option shall be assumed or replaced with a substitute equivalent option.
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10. Withholding of Taxes.
The Company shall have the right to deduct from any distribution of
cash to the Optionee an amount equal to the federal, state and local income
taxes and other amounts as may be required by law to be withheld (the
"Withholding Taxes") with respect to the Option. If the Optionee is entitled to
receive Shares upon exercise of the Option, the Optionee shall pay the
Withholding Taxes (if any) to the Company in cash prior to the issuance of such
Shares. In satisfaction of the Withholding Taxes, the Optionee may make a
written election (the "Tax Election"), which may be accepted or rejected in the
discretion of the Committee, to have withheld a portion of the Shares issuable
to him or her upon exercise of the Option, having an aggregate Fair Market Value
equal to the withholding Taxes, provided that, if the Optionee may be subject to
liability under Section 16(b) of the Exchange Act, the election must comply with
the requirements applicable to Share transactions by such Optionees.
11. Modification of Agreement.
This Agreement may be modified, amended, suspended or terminated, and
any terms or conditions may be waived, only by a written instrument executed by
the parties hereto.
12. Severability.
Should any provision of this Agreement be held by a court of competent
jurisdiction to be unenforceable or invalid for any reason, the remaining
provisions of this Agreement shall not be affected by such holding and shall
continue in full force in accordance with their terms.
13. Governing Law.
The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the State of Minnesota without giving
effect to the conflicts of laws principles thereof.
14. Successors in Interest.
This Agreement shall be binding upon, and inure to the benefit of, the
Company and its successors and assigns, and upon any person acquiring, whether
by merger, consolidation, reorganization, purchase of stock or assets, or
otherwise, all or substantially all of the Company's assets and business. This
Agreement shall inure to the benefit of the Optionee's heirs and legal
representatives. All obligations imposed upon the Optionee and all rights
granted to the Company under this Agreement shall be final, binding and
conclusive upon the Optionee's heirs, executors, administrators and successors.
15. Resolution of Disputes.
Any dispute or disagreement which may arise under, or as a result of, or
in any way relate to, the interpretation, construction or application of this
Agreement shall be determined by the Board. Any determination made hereunder
shall be final, binding and conclusive on the Optionee and the Company for all
purposes.
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IN WITNESS WHEREOF, the parties have executed this Agreement effective as
of the date first above written.
E-BIDD.COM, INC.
By:
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Name:
-------------------------------
Title:
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By signing below, Optionee hereby accepts the Option subject to all its
terms and provisions and agrees to be bound by the terms and provisions of the
Plan. Optionee hereby agrees to accept as binding, conclusive and final all
decisions or interpretations of the Board of Directors of the Company, and of
the Committee responsible for administration of the Plan, upon any questions
arising under the Plan. Optionee authorizes the Company to withhold, in
accordance with applicable law, from any compensation payable to him or her, any
taxes required to be withheld by federal, state or local law as a result of the
grant, existence or exercise of the Option or subsequent sale of the Shares.
OPTIONEE
Signature:
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Name: [Name]
[EXHIBIT FOLLOWS]
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EXHIBIT A
OPTION EXERCISE FORM
I, _____________________________, do hereby exercise the Option with a Date
of Grant of ___________________, ______ granted to me pursuant to the Option
Agreement. The Shares being purchased and the Total Option Exercise Price are
set forth below:
Number of Shares: Shares
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Option Exercise Price Per Share x $ per Share
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Total Option Exercise Price: = $ .
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The Total Option Exercise Price is included with this Form.
Date:
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Signature
Send or deliver this Form with an original signature to
e-bidd.com, Inc. (to be renamed xraymedia.com, Inc.)
800-555 West Hastings Street
Vancouver, B.C. V6B 4N5
Attn: Chief Financial Officer
EXHIBIT A
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EXHIBIT 5.1
(Letterhead of Ogden Murphy Wallace, P.L.L.C.)
May 5, 2000
E-BIDD.COM, INC.
55 West Hastings Street, Suite 800
Vancouver, British Columbia V6B 1N5, Canada
Re: Registration Statement on form S-8 of e-bidd.com, Inc.;
e-bidd.com Stock Option Plan
Ladies and Gentlemen:
We have acted as counsel to e-bidd.com, Inc. (the "Company") in
connection with the filing of the above-referenced Registration statement (the
"Registration Statement") relating to the registration of 1,000,000 shares (the
"Shares") of Common Stock, .001 par value per share, of the Company issuable
under the xraymedia.com, Inc. 2000 Stock Option Plan (the "Plan"). In connection
therewith, we have reviewed the Company's Articles of Incorporation, Bylaws,
minutes of appropriate meetings, a copy of the Plan and such other matters we
deemed appropriate.
Based on that review, it is our opinion that the Shares will be, when sold
pursuant to the terms contemplated by the Registration Statement, validly
issued, fully paid and non-assessable shares.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references to our firm included in or made a
part of the Registration Statement.
Very truly yours,
OGDEN MURPHY WALLACE, P.L.L.C.
/s/ James L. Vandeberg
James L. Vandeberg
JLV:cdi
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EXHIBIT 23.1
CONSENT OF BENDINGER & CO.
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the registration of 1,000,000 shares of
common stock to be issued under the xraymedia.com, Inc. 2000 Stock Option Plan
of e-bidd.com, Inc. of our report dated March 15, 2000, relating to the
Financial Statements of e-bidd.com, Inc. for the year ended December 31, 1999
and 1998 included in its Annual Report (Form 10-KSB) for the year ending
December 31, 1999.
/s/ Bendinger & Co.
Vancouver, Canada
May 5, 2000
