AMENDED
SCHEDULE 14 C
INFORMATION STATEMENT PURSUANT TO SECTION 14 (C)
OF THE SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
[ ] Preliminary information statement
[X] Definitive information statement
Confidential, for use of the Commission only (as permitted by Rule
14c-5(d)(2))
PLANET RESOURCES, INC.
(NAME OF COMPANY AS SPECIFIED IN ITS CHARTER)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies: Not
Applicable.
(2) Aggregate number of securities to which transaction applies: Not
Applicable.
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined): Not Applicable.
(4) Proposed maximum aggregate value of transaction: Not Applicable.
(5) Total fee paid: Not Applicable.
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11 (a) (2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: Not Applicable.
(2) Form, Schedule or Registration Statement No. : Not Applicable.
(3) Filing Party: Not Applicable.
(4) Date Filed: Not Applicable.
<PAGE>
3
PLANET RESOURCES, INC.
4301 WINDFERN, SUITE 2001
HOUSTON, TEXAS 77041
June 18, 1999
Dear Stockholder:
This Information Statement is being provided to inform you that the
holders of a majority of the outstanding common stock of Planet Resources,
Inc. (the "Company"), has delivered to the Company written consent to the
following actions:
1. Amending the Certificate of Incorporation of the Company to
change the name of the corporation to "Internet Law Library, Inc."
2. Amending the Certificate of Incorporation of the Company to
increase its authorized shares of common stock from 10,000,000 shares, par
value $0.001, to 30,000,000 shares, par value $0.001.
3. Amending the By Laws of the Company to increase the maximum
age a director and officer is permitted to serve from 70 to 80.
4. Approving the Company's 1999 Stock Option Plan;
5. Approving the Company 1999 Director Option Plan;
6. Approving the Company Employee Stock Purchase Plan; and
The actions taken by the holders of a majority of the outstanding common
stock will become effective twenty (20) days from the date hereof.
This Information Statement is being provided to you for information
purposes only. Your vote is not required to approve the Actions. This
Information Statement does not relate to an annual meeting or special meeting
in lieu of an annual meeting. You are not being asked to send a proxy and you
are requested not to send one.
Very truly yours,
/s/Jonathan C. Gilchrist
--------------------------
Jonathan C. Gilchrist, Secretary
<PAGE>
INFORMATION STATEMENT
OF
PLANET RESOURCES, INC.
NOTICE TO STOCKHOLDERS PURSUANT TO
SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934
This Information Statement is being furnished to the holders of common
stock, par value $.001 per share (the "Company Common Stock"), of Planet
Resources, Inc., a Delaware corporation (the "Company") to inform you that the
Board of Directors of the Company and the holders of a majority of the
outstanding Company Common Stock have authorized, by written consent dated
March 31, 1999: (i) an amendment to the Certificate of Incorporation of the
Company to change the name of the corporation to "Internet Law Library, Inc.,"
(ii) an amendment to the Certificate of Incorporation of the Company to
increase its authorized shares of common stock from 10,000,000 shares, par
value $0.001, to 30,000,000 shares, par value $0.001, (iii) an amendment to
the By Laws of the Company to increase the maximum age a director and officer
is permitted to serve from 70 to 80, (iv) approval of the Company's 1999 Stock
Option Plan, (v) approval of the Company 1999 Director Option Plan, and (vi)
approval of the Company Employee Stock Purchase Plan.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY
AMENDMENT TO THE CERTIFICATE OF
INCORPORATION TO CHANGE NAME OF COMPANY
Pursuant to the Consent, the name of the Company will be changed from
"Planet Resources, Inc." to "Internet Law Library, Inc." The name change will
become effective upon the proper filing of Certificate of Amendment to the
Certificate of Incorporation
The decision to change the name of the Company was based on the desire of
management that the name of the Company reflect the Company's present business
purpose.
AMENDMENT TO THE CERTIFICATE OF
INCORPORATION TO INCREASE THE NUMBER OF SHARES OF
COMMON STOCK THE COMPANY IS AUTHORIZED TO ISSUE
Pursuant to the Consent, the Certificate of Incorporation of the Company
will be amended to increase the number of shares of Common Stock the Company
is authorized to issue from 10 million shares, par value $.001 per share to 30
million shares, par value $.001 per share.
1999 STOCK OPTION PLAN
On March 30, 1999, the Board of Directors of the Company adopted the 1999
Stock Option Plan for the Company (the "Plan"). Under the Plan, the Option
Committee of the Board of Directors (a committee which consists of a minimum
of two members of the Board of Directors, none of whom may be an employee of
the Company) in its discretion may grant stock options to purchase common
stock of the Company (either incentive or non-qualified stock options) and
stock appreciation rights ("SARs") to officers and employees, including
directors who are employees, of the Company. Subject to certain limitations
set forth in the Plan, the Option Committee has discretion to determine the
terms and conditions upon which the options may be exercised. The Company has
reserved 300,000 shares of common stock for the grant of options under the
Plan, subject to anti-dilution provisions.
SUMMARY OF PLAN PROVISIONS
The following is a summary of the terms of the Plan. This summary is
qualified in its entirety by reference to the full text of the Plan.
Employees of the Company or any subsidiary of the Company who are
executive, administrative, professional or technical personnel with
responsibilities affecting the management, direction, development and
financial success of the Company or its subsidiaries are eligible to
participate in the Plan. As of the date of this Information Statement there
are no employees eligible to participate in the Plan.
Subject to certain limitations in the Plan, the Option Committee under
the Plan has the discretion from time to time to grant incentive stock
options, non-qualified options, stock appreciation rights ("SARs"), either
individually or in combination.
Stock options under the Plan give the optionee the right to purchase a
number of shares of the Company's common stock at future dates within ten
years of the date of grant. The exercise price may be the fair market value
of the stock on the date of grant or such other price as the committee may
determine, but with respect to incentive stock options, not less than 100% of
such fair market value or, if granted to an individual who owns stock
possessing more than 10% of the combined voting power of all classes of stock
of the Company, 110% of fair market value. The purchase price to be paid upon
exercise of the option may be paid in the committee's discretion: (i) in cash
or by certified check; (ii) by delivery of shares of the Company's common
stock or by authorizing the Company to retain shares of the Company's common
stock which would be issuable on exercise of the option or by certifying
shares of common stock for later delivery with a fair market value at the time
of exercise equal to the total option price; (iii) by delivery of a note; (iv)
by extension of credit by a broker-dealer; or (v) in the discretion of the
committee, by a combination of the methods described above. The fair market
value of shares of common stock on a particular date is defined as (i) the
closing price of the common stock as quoted on an established stock exchange
or a national market system as quoted on that date, (ii) a mean between the
highest and lowest bid and asked price per share of the common stock on the
National Association of Securities Dealers Automatic Quotation System
("NASDAQ") or as regularly quoted by a recognized securities dealer for the
last trading day before such date or (iii) in the absence of a reliable
market, by a formula fixed by the Board of Directors.
The Option Committee may grant SARs in conjunction with all or part of
any stock option granted under the Plan and the exercise of such an SAR shall
require the cancellation of a corresponding portion of the stock option (and
the exercise of a stock option shall result in a corresponding cancellation of
the SAR). In the case of a stock option other than an incentive stock option,
such SARs may be granted either at or after the time of grant of such stock
option. In the case of an incentive stock option, such SARs may be granted
only at the time of grant of such stock option. An SAR may also be granted on
a stand alone basis.
The term of an SAR shall be established by the Option Committee. If
granted in conjunction with a stock option, the SAR shall have a term which is
the same as the period for the stock option and shall be exercisable only at
such time or times and to the extent the related stock options would be
exercisable. An SAR which is granted on a stand alone basis shall be for such
period and shall be exercisable at such times and to the extent determined by
the Option Committee.
Upon the exercise of an SAR, an employee shall be entitled to receive an
amount in cash, shares of common stock or both as determined by the Option
Committee equal in value to the excess of the fair market value per share of
the common stock over the exercise price per share of common stock subject to
the option multiplied by the number of shares of common stock in respect of
which the SAR is exercised. In the case of an SAR granted on a stand-alone
basis, the Option Committee shall specify the value to be used.
The Option Committee has the right to amend any provision of an option or
SAR at any time after issuance; provided, however, no amendment may be made to
increase the exercise price, extend the date on which such option or SAR or
any installment thereof shall become exercisable or shorten the term of the
option or SAR without the consent of the holder.
The Plan permits an optionee to exercise any outstanding option or SAR
during the three months after termination of employment, unless the optionee's
employment is terminated for cause (as determined by the committee) or is
terminated without the consent of the Company. A holder's legal
representatives have twelve months after the holder's death to exercise an
outstanding option or SAR. In either instance, such option or SAR may be
exercised only to the extent that the option or SAR was exercisable on the
date of termination and only prior to the time the option or SAR expires. If
the holder terminates employment due to retirement, the exercise period of an
outstanding option or SAR which is exercisable on the retirement date shall
continue for a period of sixty months after such termination or the remainder
of the option period, whichever is less. The Company may in its discretion
cause an option to be forfeited if, at any time more than three months after
termination of employment due to retirement, the holder engages in detrimental
activity, as defined in the Plan.
The Board is authorized to amend or terminate the Plan. Stockholder
approval will be required for a Plan amendment only if and to the extent such
approval is required (i) to maintain compliance of the Plan with Rule 16b-3
under the Securities and Exchange Act of 1934; or (ii) by Section 422 of the
United States Internal Revenue Code, as amended (the "Code"). If not sooner
terminated, the Plan will terminate on, and no options or SARs will be granted
after, June 30, 2004.
FEDERAL INCOME TAX CONSEQUENCES
The following summary is limited to United States federal income tax
laws, as in effect on the date of this Information Statement, applicable to
persons who are both citizens and residents of the United States. This
summary does not purport to cover any foreign, state or local taxes.
Some of the options issued under the Plan are intended to constitute
"incentive stock options" within the meaning of Section 422 of the Code, while
other options granted under the Plan are non-qualified stock options. The
Code provides for tax treatment of stock options qualifying as incentive stock
options that may be more favorable to employees than the tax treatment
accorded non-qualified stock options. Generally, upon the exercise of an
incentive stock option, the optionee will recognize no income for U.S.
federal income tax purposes. The difference between the exercise price of the
incentive stock option and the fair market value of the stock at the time of
purchase is an item of tax preference which may require payment of an
alternative minimum tax. On the sale of shares acquired by exercise of an
incentive stock option (assuming that the sale does not occur within two years
of the date of grant of the option or within one year from the date of
exercise) any gain will be taxed to the optionee as long-term capital gain.
In contrast, upon the exercise of a non-qualified option, the optionee
recognizes taxable income (subject to withholding) in an amount equal to the
difference between the then fair market value of the shares on the date of
exercise and the exercise price. Upon any sale of such shares by the
optionee, any difference between the sale price and the fair market value of
the shares on the date of exercise of the non-qualified option will be treated
generally as capital gain or loss. Under rules applicable to U.S.
corporations, no deduction is available to the employer corporation upon the
grant or exercise of an incentive stock option (although a deduction may be
available if the employee sells the shares so purchased before the applicable
holding period expires), whereas, upon exercise of an non-qualified stock
option, the employer corporation is entitled to a deduction in an amount equal
to the income recognized by the employee.
Except with respect to death, an optionee has three months after
termination of employment in which to exercise an incentive stock option and
retain favorable tax treatment at exercise. An option exercised more than
three months after an optionee's termination of employment due to retirement
cannot qualify for the tax treatment accorded incentive stock options. Such
option would be treated as a non-qualified stock option instead. An optionee
who retires from employment and exercises an incentive stock option during the
three months following his or her termination should qualify to receive
incentive stock option tax treatment for that option.
SARs are taxed as compensation to the employee upon the exercise of the
SARs. The employee will recognize ordinary taxable income in the amount
received upon the exercise of an SAR. Generally, the employer corporation
will realize a deduction for compensation paid upon the exercise of an SAR.
1999 DIRECTOR OPTION PLAN
The 1999 Director Option Plan (the "Director Plan") was approved by the
Board of Directors on March 30, 1999 subject to stockholder approval. The
Director Plan provides for automatic grants of stock options to non-employee
directors. As of the date of this Information Statement, there are five
directors of which three are non-employee directors and eligible to
participate in the Director Plan. The Company has reserved 200,000 shares of
common stock for the grant of options under the Director Plan, subject to
anti-dilution adjustments.
SUMMARY OF PLAN PROVISIONS
The following is a summary of the terms of the Director Plan. This
summary is qualified in its entirety by reference to the full text of the
Director Plan.
The Director Plan provides for the automatic grant to non-employee
directors of stock options to purchase shares of common stock of the Company.
The automatic grants of stock options consist of an initial grant upon the
election of a director after March 30, 1999 or, for those non-employee
directors serving on August 14, 1996, the adoption of the Plan (the "Initial
Grant") and a subsequent grant ("Subsequent Grants") at the time of the annual
meeting of stockholders each year.
Stock options under the Director Plan give the optionee the right to
purchase a number of shares of the Company's common stock at future dates
within ten years of the date of the grant. Each Initial Grant shall become
exercisable in installments cumulatively as follows: on the date which is the
six month anniversary of the date of grant, for the greater of 1/8th of the
shares of common stock subject to the Initial Grant or 1/48th of the shares of
common stock subject to the Initial Grant multiplied by the number of full
months that the Director has served as a director of the Company on the date
of such six month anniversary. Each Subsequent Grant shall become fully
exercisable on the first anniversary of the date of grant.
The exercise price of each option granted under the Director Plan is 100%
of the fair market value of the stock on the date of grant. The purchase
price to be paid upon exercise of the stock option grants may be paid by (i)
cash, (ii) check, (iii) other shares of common stock of the Company which (x)
in the case of shares of common stock acquired upon the exercise of a stock
option granted under the Director Plan have been owned for more than six
months on the date of surrender, and (y) have a fair market value on the date
of surrender equal to the aggregate exercise price of the shares of common
stock as to which the option is to be exercised, (iv) the sale or loan
proceeds from the sale or pledge of all or part of the shares of common stock
to be received upon exercise of the option, or (v) any combination of these
methods. The fair market value of shares of common stock on a particular date
is defined as (i) the closing price of the common stock as quoted on an
established stock exchange or a national market system as quoted on such date,
(ii) a mean between the highest and lowest bid and asked price per share of
the common stock on the National Association of Securities Dealers Automatic
Quotation System ("NASDAQ") or as regularly quoted by a recognized securities
dealer for the last trading day before such date, or (iii) in the absence of a
reliable market by a formula fixed by the Board of Directors.
The Director Plan permits an optionee to exercise any outstanding option
during the three months after termination as a director, other than
termination as a result of death or total and permanent disability To the
extent an optionee terminates as a director as a result of death or total and
permanent disability, the optionee or the optionee's representative has twelve
months from the date of death or termination to exercise the options granted
under the Director Plan. An outstanding option may only be exercised to the
extent it was exercisable on the date of termination.
The Board of Directors may amend or terminate the Director Plan subject,
to the extent required by Rule 16b-3 under the Securities Exchange Act of
1934, to stockholder approval. No amendment may impair the rights of an
option holder of an existing option without his or her consent. If not sooner
terminated, the Plan will terminate on and no options may be granted after May
21, 2007.
FEDERAL INCOME TAX CONSEQUENCES
The following summary is limited to United States federal income tax
laws, as in effect on the date of this Information Statement, applicable to
persons who are both citizens and residents of the United States. This
summary does not purport to cover any foreign, state or local taxes.
The options granted under the plan will be non-qualified stock options.
Upon the exercise of a non-qualified option the optionee recognized taxable
income (subject to withholding) in an amount equal to the difference between
the then fair market value of the shares on the date of exercise and the
exercise price. Upon any sale of such shares by the optionee, any difference
between the sale price and the fair market value of the shares on the date of
exercise of the non-qualified option will be treated generally as capital gain
or loss. Under the rules applicable to U.S. corporations, no deduction is
available to the corporation until the exercise of a non-qualified stock
option at which time the corporation is entitled to a deduction in the amount
of the income recognized by the optionee.
EMPLOYEE STOCK PURCHASE PLAN
Subject to the approval of the stockholders, the Board of Directors
approved an Employee Stock Purchase Plan on March 30, 1999 and approved the
form of the Employee Stock Purchase Plan on February 19, 1997 (the "Stock
Purchase Plan"). The Stock Purchase Plan affords eligible employees of the
Company the option to purchase shares of the common stock of the Company at a
discount. The Board of Directors has reserved 100,000 shares of common stock
for purchase under the terms of the Stock Purchase Plan, subject to
anti-dilution adjustments. The Stock Purchase Plan is intended to qualify as
an "employee stock purchase plan" under Section 423 of the Internal Revenue
Code.
SUMMARY OF PLAN PROVISIONS
The following is a summary of the terms of the Stock Purchase Plan. This
summary is qualified in its entirety by reference to the full text of the
Stock Purchase Plan.
The Stock Purchase Plan will be open to all eligible employees of the
Company. Eligible employees are all part-time and full-time employees of the
Company who are regularly scheduled to work more than 20 hours per week and
have completed six consecutive months of employment with the Company at an
Offering Commencement Date. No employee will be eligible if, after the grant
of the option under the Stock Purchase Plan, (i) in the aggregate, the
employee owns or has options to purchase more than 5% of the outstanding
shares of common stock of the Company or (ii) the employee's right to purchase
stock under all employee stock purchase plans of the Company would accrue at a
rate which would exceed $25,000 per calendar year.
The Board of Directors will establish a date to begin each offering under
the Stock Purchase Plan. Offering Commencement Dates can be set by the Board
of Directors no more often then once every six months. Each offering will
last six months.
During each offering, each eligible employee will be able to elect to
apply up to 5% of his base earnings or salary during the six month period of
the offering to purchase shares of common stock at a purchase price equal to
the lower of (i) 85% of the fair market value of the stock at the Offering
Commencement Date, or (ii) 85% of the fair market value of the stock at the
sixth month anniversary of the Offering Commencement Date which will be the
Offering Termination Date. For purposes of the Stock Purchase Plan, the fair
market value of shares of common stock on a particular date is defined as the
closing sales price per share of the common stock on NASDAQ as reported for
that date, or if there shall have been no reported prices for that date, the
closing price on the last preceding date on which a sale or sales were
effected on the NASDAQ. If the common stock is not admitted to trading on
NASDAQ on the Offering Commencement Date or Offering Termination Date, fair
market value is determined by the Board of Directors of the Company. The
amount of the employee contributions are applied to the purchase price of the
stock on the Offering Termination Date.
The Board of Directors will have the right to terminate or amend the
Stock Purchase Plan, provided, however, the stockholders must approve any
amendment (i) to increase the maximum number of shares of common stock which
may be issued under the Stock Purchase Plan or (ii) to change the employees
who are eligible to purchase common stock under the terms of the Stock
Purchase Plan. No amendment or termination of the Stock Purchase Plan will
terminate or affect any outstanding options to purchase stock. The Stock
Purchase Plan has no fixed termination date.
FEDERAL INCOME TAX CONSEQUENCES
The following summary is limited to United States federal income tax
laws, as in effect on the date of this Information Statement, applicable to
persons who are both citizens and residents of the United States. This
summary does not purport to cover any foreign, state or local taxes.
Enrollment or Purchase of Shares under the Stock Purchase Plan. No
--------------------------------------------------------------------
federal income tax consequences arise at the time of a participating
employee's enrollment in the Stock Purchase Plan or upon the purchase of
common stock under the Stock Purchase Plan. However, as discussed below, if a
participating employee disposes of common stock acquired under the Stock
Purchase Plan, the employee will have the federal income tax consequences
described below in the year of disposition. Amounts withheld by payroll
deduction are subject to federal income tax as though such amounts had been
paid in cash.
Dispositions Prior to End of Holding Period. If a participating employee
-------------------------------------------
disposes of common stock purchased under the Stock Purchase Plan within two
years after the enrollment date or within one year after the transfer of the
common stock to the employee (the "Holding Period"), the employee will have
included in his or her compensation taxable as ordinary income in the year of
disposition an amount equal to the difference between (A) the fair market
value of the common stock on the date of purchase of the shares and (B) the
price paid by the employee for the shares, regardless of the price received in
connection with the disposition of the shares. The amount of such ordinary
income is added to the purchase price and becomes part of the cost basis for
that common stock for federal income tax purposes. If the disposition of the
common stock involves a sale or exchange, the employee generally will also
realize a short-term capital gain or loss equal to the difference between the
employee's cost basis (calculated pursuant to the preceding sentence) and the
proceeds from the sale or exchange.
Dispositions after the End of the Holding Period. If a participating
----------------------------------------------------
employee disposes of common stock purchased under the Stock Purchase Plan
after the end of the Holding Period or if the employee dies at any time while
owning such common stock, the employee (or his or her estate) will have
included in their compensation taxable as ordinary income in the year of
disposition (or death) an amount equal to the lesser of (1) the excess of the
fair market value of the common stock on the enrollment date over the purchase
price paid by the employee for the shares, or (2) the excess of the fair
market value of the common stock on the date of disposition (or death) over
the purchase price paid by the employee for the shares. The amount of any
such ordinary income is added to the cost basis of that common stock for
federal income tax purposes. The cost basis is therefore the sum of the
purchase price of the common stock and the ordinary income recognized from the
formula above. If the disposition of the common stock involves a sale or
exchange, the employee will also realize a long-term capital gain or loss
equal to the difference between his or her cost basis (calculated pursuant to
the preceding sentence) and the proceeds from the sale or exchange.
Tax Consequences to the Company. The Company is not entitled to a tax
----------------------------------
deduction upon the grant, exercise, purchase or subsequent transfer of shares
of common stock acquired on the purchase date, provided the participating
employee holds the shares received for the Holding Period. If the employee
transfers the common stock before the end of that period, the Company will
have a deduction at the time the employee recognizes ordinary income in an
amount equal to the amount of ordinary income such person is required to
recognize as the result of such transfer during that period; provided,
however, that the Company may not be entitled to the deduction to the extent
that the employee's compensation (including the ordinary income that the
employee is required to recognize as a result of such transfer) exceeds $1
million.
A COPY OF THE COMPANY'S FORM 10-KSB MAY BE OBTAINED BY WRITTEN REQUEST
FROM JONATHAN C. GILCHRIST, ESQ., 4301 WINDFERN, SUITE 2001, HOUSTON, TEXAS
77041.
AMENDMENT TO BY LAWS
Pursuant to the Consent the By Laws of the Company will be amended to
increase the maximum age of officers and directors from 70 years to 80 years.
The decision to amend the By Laws was based on the desire of management
to include the persons of significant business experience and not eliminate
their eligibility because of age.
