INTERNATIONAL MERCANTILE CORPORATION
FILING TYPE: S-8
DESCRIPTION: REGISTRATION STATEMENT
FILING DATE: APR 19, 2000
PERIOD END: N/A
PRIMARY EXCHANGE: OVER THE COUNTER INCLUDES OTC AND OTCBB
TICKER: IMTL
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INTERNATIONAL MERCANTILE CORP -S-8- REGISTRATION STATEMENT DATE FILED: 4/19/2000
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TABLE OF CONTENTS
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TO JUMP TO A SECTION, DOUBLE-CLICK ON THE SECTION NAME.
S-8
PART I.........................................................................2
PART II........................................................................2
Item 3.........................................................................2
Item 4.........................................................................2
Item 5.........................................................................2
Item 6.........................................................................2
Item 7.........................................................................3
Item 8.........................................................................3
Item 9.........................................................................4
Item 10........................................................................4
EX-5
EX-5...........................................................................5
EX-10.1
Table1.........................................................................7
EX-10.2
Table2........................................................................11
EX-10.3
Table3........................................................................17
EX-10.4
Table4........................................................................19
EX-23
EX-23.........................................................................23
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INTERNATIONAL MERCANTILE CORP -S-8- REGISTRATION STATEMENT DATE FILED: 4/19/2000
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1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM S-8
CURRENT REPORT
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: APRIL 19, 2000
INTERNATIONAL MERCANTILE CORPORATION
Missouri 0-7963 43-0970243
- -------- ------ ----------
(State or other juris- (Commission (IRS Employer
diction of incorporation) File Number) Identification No.)
1625 KNECHT AVENUE, BALTIMORE, MD 21227
---------------------------------------------------
(Address of principal executive offices) (Zip Code)
<TABLE>
<CAPTION>
Title of Class of Securities Amount to be Proposed Maximum Offering Amount of
to be Registered Registered Price Per Share (1) Fee
- ---------------- ---------- ------------------- ---
<S> <C> <C> <C>
Common Stock, $.001 3,027,000 $.75 $ 1,500.00
par value
</TABLE>
1) Computed pursuant to Rule 457(c) of the Securities Act of 1933, as amended,
solely for the purpose of calculating the registration fee and not as a
representation as to any actual proposed price. The offering price per share,
maximum aggregate offering price and registration fee is based upon the average
of the high and the low price in the market for the common stock on April 19,
2000.
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PAGE 1
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INTERNATIONAL MERCANTILE CORP -S-8- REGISTRATION STATEMENT DATE FILED: 4/19/2000
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to Rule 428(b)(1), the information required by Part 1 is included in
documents sent or given to each employee of International Mercantile Corp, a
Missouri corporation ("Company").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference into this Registration
Statement and made a part hereof:
(a) The registrant's Form 10-K for the year ended December 31, 1999 filed on
April 14, 2000 under Section 13(a) or 15(d) of Securities Exchange Act of 1934,
as amended (the "Exchange Act").
(b) All other reports which may be filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by
the registrant document referred to in (a) immediately above.
(c) Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposed 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 statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
The class of securities to be offered hereby has been registered under Section
12 of the Exchange Act by the registrant, and incorporated by reference.
Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Art Fillmore, special securities counsel to the Registrant for the
purpose of this Registration Statement, and whose opinion as to the legality of
the issuance of the Shares hereunder is attached hereto as Exhibit 5. Fillmore
will be issued shares of Registrant in payment for legal services rendered,
which have a value of over $50,000.
Item 6. Indemnification of Directors and Officers.
We shall indemnify to the fullest extent permitted by, and in the manner
permissible under the laws of the State of Missouri, any person made, or
threatened to be made, a party to an action or proceeding, whether criminal,
civil, administrative or investigative, by reason of the fact that he is or was
a director or officer, or served any other enterprise as director, officer or
employee at our request. The Board of Directors, in its discretion, shall have
the power on our behalf to indemnify any person, other than a director or
officer, made a party to any action, suit or proceeding by reason of the fact
that he/she is or was an employee.
Missouri Code provides that Missouri corporations may indemnify an individual
made a party to a proceeding because he is or was a director, against liability
incurred in the proceeding if the person's conduct was in good faith, was not
opposed to the best interests of the corporation and in the case of any criminal
proceeding, the person had no reasonable cause to believe his conduct was
unlawful. The termination of a proceeding by judgment, order, settlement,
conviction, or a plea of nolo contendere or its equivalent is not, of itself,
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INTERNATIONAL MERCANTILE CORP -S-8- REGISTRATION STATEMENT DATE FILED: 4/19/2000
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determinative that the director did not meet the required standard of conduct.
Indemnification is not available in a proceeding by the corporation in which the
director is adjudged liable or, in connection with any other proceeding where
the director derived an improper personal gain.
Further, in an action brought by us or in our right, if the person, after
exhaustion of all appeals, is found to be liable to us, or if the person makes
payment to us in settlement of the action, indemnification is available only to
the extent a court of competent jurisdiction determines the person is fairly and
reasonably entitled to indemnification. Such discretionary indemnification is
available only as authorized on a case-by-case basis by: (1)
the stockholders; (2) a majority of a quorum of the Board of Directors
consisting of members of the Board who were not parties to the action, suit or
proceeding; (3) if a majority of a quorum of the Board of Directors consisting
of members of the board who were not parties to the action, suit or proceeding
so orders, by independent legal counsel in a written opinion; or (4) if a quorum
of the Board of Directors consisting of members of the Board who were not
parties to the action cannot be obtained, by independent legal counsel in a
written opinion.
To the extent that our director or officer is successful in defending against an
action, suit or proceeding brought against that person as a result of their
current or former status as an officer or director, we must indemnify the person
against all expenses actually and reasonably incurred by the person in
connection with their defense. Missouri law also allows Missouri corporations to
advance expenses of officers and directors incurred in defending a civil or
criminal action as they are incurred, upon receipt of an undertaking by or on
behalf of the director or officer to repay such expenses if it is ultimately
determined by a court of competent jurisdiction that such officer or director is
not entitled to be indemnified by the corporation because such officer or
director did not act in good faith and in a manner reasonably believed to be in
or not opposed to the best interests of the corporation.
Our By-laws provide for the indemnification of its directors and officers to the
maximum extent provided by law. It is the position of the SEC and certain state
securities administrators that any attempt to limit the liability of persons
controlling an issuer under the federal securities laws or state securities laws
is contrary to public policy and therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Consultants and Advisors
The following consultants, none of whom are being, paid for capital raising
transacitons will be issued securities pursuant to this Registration statement:
Name Number Type of Services Provided
- ---- ------ ----------------------
Barry Klein, Esq. 677,000 Legal Services
Art Fillmore, Esq. 600,000 Legal Services
Roger LeBlanc, Esq. 250,000 Legal Services
Albert Randolph 400,000 Consulting Services
Steven Davis 100,000 Consulting Services
Aron Langsam 250,000 Consulting Services
Eric Attia 750,000 Consulting Services
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INTERNATIONAL MERCANTILE CORP -S-8- REGISTRATION STATEMENT DATE FILED: 4/19/2000
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Item 9. Exhibits.
See Exhibit Index and Exhibits attached hereto.
Item 10. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells securities, a post
effective amendment to this Registration Statement to:
(i) Include any prospectus required by section 10(a)(3) of the
Securities Act;
(ii) Reflect in the prospectus any facts or events which, individually
or together, represent a fundamental change in the information in the
registration statement; and notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation
from the low or high of the estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in the volume and price represent no more than twenty
percent (20%) change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement.
(iii) Include any additional or changed material information on the
plan of distribution.
(2) For determining liability under the Securities Act, treat each post
effective amendment as a new registration statement of the securities offered,
and the offering of the securities at that time to be the initial bona fide
offering.
(3) For determining any liability under the Securities Act, treat the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the small business issuer under Rule 424(b)(1), or (4) or
497(h) under the Securities Act as part of this registration statement as of the
time Commission declared it effective.
(4) For determining any liability under the Securities Act, treat each post
effective amendment as a new registration statement for the securities offered,
and the offering of the securities at that time to be the initial bona fide
offering. Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "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 in 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
Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
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 on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Baltimore, State of Maryland, on April 19, 2000.
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INTERNATIONAL MERCANTILE CORP -S-8- REGISTRATION STATEMENT DATE FILED: 4/19/2000
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Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated:
IMTL
Frederic Richardson
- --------------------------
Executive V. P.
By: Frederic Richardson, Executive V. P.
1625 Knecht Avenue
Baltimore, Maryland 21227
Telephone: (410) 242-5000
Facsimile: (410) 247-8576
EXHIBIT INDEX
Exhibit #
Exhibit Item
3.1 Articles of Incorporation (Incorporated by Reference, Form 10-SB)
3.2 Bylaws (Incorporated by Reference, Form 10-SB)
Opinion Re: Legality and Consent
10.1 Roger LeBlanc, Esq. and Barry Klein, Esq., Art Fillmore Esq. Agreement
10.2 Consulting Agreement between the Company and Eric Attia, Albert
Randolph
10.3 Consulting Agreement between the Company and Aron Langsam
10.4 Compensation Plan Agreement between the Company
10.5 Compensation Plan Agreement
23 Consent of Experts
EX-5
2
OPINION RE: LEGALITY AND CONSENT
EXHIBIT 5
CONSENTS OF EXPERTS AND COUNSEL
Art Fillmore
April 19, 2000
IMTL
Attn: Frederic Richardson, Executive V. P.
1625 Knecht Avenue
Baltimore, Maryland 21227
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INTERNATIONAL MERCANTILE CORP -S-8- REGISTRATION STATEMENT DATE FILED: 4/19/2000
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RE: SEC Registration Statement on Form S-8
Dear Sir/Madam:
This firm (the "Firm") has been engaged as counsel for IMTL, a Missouri
corporation (the "Company"), in connection with its proposed offering under the
Securities Act of 1933, as amended (the "Act"), of 3,027,000 shares of its
common stock which are to be issued under a plan for consulting services by the
Company, by a filing of a Registration Statement under Form S-8 to which this
opinion is a part, to be filed with the Securities and Exchange Commission (the
"Commission"). In connection with rendering the opinion as set forth below, the
Firm has reviewed and examined originals or copies of the following:
1. Articles of Incorporation of the Company, and any amendments, as filed with
the Secretary of State of Missouri;
2. By Laws of the Company
3. Written Consent or Minutes of a Meeting of the Board of Directors on or about
April 19, 2000 , authorizing the Consultant Agreement Plan (the "Plan") with the
consultant and certain other matters;
4 The Company's Registration Statement on Form S-8 and exhibits thereto as filed
with the Commission.
In our examination, we have assumed the genuineness of all signatures, the legal
capacity of all persons, the authenticity of all documents submitted to the Firm
as originals, the conformity with the original documents of all documents
submitted to the Firm as certified or photostatic copies, and the authenticity
of the originals of such copies and the truth of all information supplied us.
We have further assumed, among other things, that no shares are being issued as
compensation for capital raising transaction that the recipient of the Shares
will have completed the required services, and/or provided considerations
required acceptable to the Board of Directors and in compliance with Form S-8
and that any Shares to be issued will have been registered in accordance with
the Act, absent the application of an exemption from registration, prior to the
issuance of such Shares. We have not independently investigated or verified any
matter, assumption, or representation.
Based upon the foregoing and in reliance thereof, it is our opinion that,
subject to the limitations set forth herein, the Shares to be issued will be
duly and validly authorized, legally issued, fully paid and non-assessable. This
opinion is expressly limited in scope to the Shares enumerated herein which are
to be expressly covered by the referenced Registration Statement and does not
cover subsequent issuances of shares, pertaining to services to be performed in
the future (such transactions are required to be included in either a new
registration Statement or a Post Effective Amendment to the Registration
Statement including updated opinions).
This opinion is limited. We consent to you filing this opinion with the
Commission as an exhibit to the Registration Statement on Form S-8. 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 upon our
assumptions as to application of the law and facts as of the date hereof. We
assume no duty to communicate with you with respect to any matters, which may
come to our attention hereafter.
Sincerely yours,
/S/ Art Fillmore
- -----------------------------
Art Fillmore
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INTERNATIONAL MERCANTILE CORP -S-8- REGISTRATION STATEMENT DATE FILED: 4/19/2000
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EX-10.1
Roger LeBlanc, ESQ., Barry Klein and Art Fillmore, ESQ.
LEGAL CONSULTING AGREEMENT
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is entered into this ___
day of April, 2000 by and between IMTL, a Missouri corporation (the "Company")
and, doing business as, a partnership of professional associations (the
"Consultant").
WHEREAS, Consultant is skilled in providing legal services, and has
provided legal services to Company in the past;
WHEREAS, the Company desires to continue to engage Consultant to
provide legal services; and
NOW THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration receipt whereof is hereby
acknowledged it is agreed.
1. The Company hereby engages the Consultant and the Consultant
hereby accepts this engagement on a non-exclusive basis
pursuant to the terms and conditions of this Consulting
Agreement.
2. Consultant has assisted and shall assist the Company with
the preparation of its Registration Statement on Form S-8.
Consultant will also assist the Company in connection with
general securities law over the past several years and matters
for a period of 60 calendar days from the date hereof. Any
additional work will be dealt with on a case by case basis.
Consultant is not being retained in conjunction with any
capital raising transaction.
3. In order to assist Consultant with his duties, the Company
will provide Consultant with such information, as may be
required by Consultant. Company will make available to
Consultant copies of all material agreements, notice of
pending or threatened litigation and notice of all proposed
press releases.
4. In consideration of the services to be provided, Consultant
shall receive a fee equal to 677,000 shares of the Company's
common stock.
5. The Company will register these shares pursuant to a
registration statement on Form S-8.
6. During the term of this Agreement, each party may have access
to trade secrets, know how, formulae, customer and price lists
all of which are valuable, special, proprietary and unique
assets of each. The parties agree that all knowledge and
information which each other shall acquire during the term of
this Agreement shall be held in trust and in a fiduciary
capacity for the sole benefit of the other party, its
successors and assigns, and each agrees not to publish or
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divulge either during the term of this Agreement or subsequent
thereto, knowledge of any technical or confidential
information acquired during their term of this Agreement. At
the termination of this Agreement, or at any other time either
party may request the other party to deliver to the other,
without retaining any copies, notes or excerpts thereof, all
memoranda, diaries, notes, records, plans, specifications,
formulae or other documents relating to, directly or
indirectly, to any confidential information made or compiled
by, or delivered or made available to or otherwise obtained by
the respective parties. However, the foregoing provision shall
not prohibit Consultant from engaging in any work at any time
following his termination of this Agreement which does not
conflict with the terms of this Agreement.
7. Except as otherwise provided herein, any notice or other
communication to any party pursuant to or relating to this
Agreement and the transactions provided for
herein shall be deemed to have been given or delivered when
deposited in the United States Mail, registered or certified,
and with proper postage and registration or certification fees
prepaid, addressed at their principal place of business or to
such other address as may be designated by either party in
writing.
8. This Agreement shall be governed by and interpreted pursuant
to the laws of the state of Maryland. By entering into this
Agreement, the parties agree to the jurisdiction of the
Maryland courts with venue in Montgomery County, Maryalnd. In
the event of any breach of this Agreement, the prevailing
party shall be entitled to recover all costs including
reasonable attorney's fees and those that may be incurred on
appeal.
9. This Agreement may be executed in any number of counterparts,
each of which when so executed an delivered shall be deemed an
original, and it shall not be necessary, in making proof of
this Agreement to produce or account for more than one
counterpart.
IN WITNESS WHEREOF, the parties hereto have subscribed their hands an
seals the day and year first above written.
CONSULTANT: COMPANY:
IMTL
/s/ Barry Klein, Esq.
- ---------------------- By: /s/ Frederic Richardson
Barry Klein, Esq. ---------------------------
Frederic Richardson, Executive V. P.
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is entered into this ___
day of April, 2000 by and between IMTL, a Missouri corporation (the "Company")
and, doing business as, a partnership of professional associations (the
"Consultant").
WHEREAS, Consultant is skilled in providing legal services, and has
provided legal services to Company in the past;
WHEREAS, the Company desires to continue to engage Consultant to
provide legal services; and
NOW THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration receipt whereof is hereby
acknowledged it is agreed.
1. The Company hereby engages the Consultant and the Consultant
hereby accepts this engagement on a non-exclusive basis
pursuant to the terms and conditions of this Consulting
Agreement.
2. Consultant has assisted and shall assist the Company with
the
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preparation of its Registration Statement on Form S-8.
Consultant will also assist the Company in connection with
general securities law over the past several years and matters
for a period of 60 calendar days from the date hereof. Any
additional work will be dealt with on a case by case basis.
Consultant is not being retained in conjunction with any
capital raising transaction.
3. In order to assist Consultant with his duties, the Company
will provide Consultant with such information, as may be
required by Consultant. Company will make available to
Consultant copies of all material agreements, notice of
pending or threatened litigation and notice of all proposed
press releases.
4. In consideration of the services to be provided, Consultant
shall receive a fee equal to 250,000 shares of the Company's
common stock.
5. The Company will register these shares pursuant to a
registration statement on Form S-8.
6. During the term of this Agreement, each party may have access
to trade secrets, know how, formulae, customer and price lists
all of which are valuable, special, proprietary and unique
assets of each. The parties agree that all knowledge and
information which each other shall acquire during the term of
this Agreement shall be held in trust and in a fiduciary
capacity for the sole benefit of the other party, its
successors and assigns, and each agrees not to publish or
divulge either during the term of this Agreement or subsequent
thereto, knowledge of any technical or confidential
information acquired during their term of this Agreement. At
the termination of this Agreement, or at any other time either
party may request the other party to deliver to the other,
without retaining any copies, notes or excerpts thereof, all
memoranda, diaries, notes, records, plans, specifications,
formulae or other documents relating to, directly or
indirectly, to any confidential information made or compiled
by, or delivered or made available to or otherwise obtained by
the respective parties. However, the foregoing provision shall
not prohibit Consultant from engaging in any work at any time
following his termination of this Agreement which does not
conflict with the terms of this Agreement.
7. Except as otherwise provided herein, any notice or other
communication to any party pursuant to or relating to this
Agreement and the transactions provided for
herein shall be deemed to have been given or delivered when
deposited in the United States Mail, registered or certified,
and with proper postage and registration or certification fees
prepaid, addressed at their principal place of business or to
such other address as may be designated by either party in
writing.
8. This Agreement shall be governed by and interpreted pursuant
to the laws of the state of Maryland. By entering into this
Agreement, the parties agree to the jurisdiction of the
Maryland courts with venue in Montgomery Count, Maryland. In
the event of any breach of this Agreement, the prevailing
party shall be entitled to recover all costs including
reasonable attorney's fees and those that may be incurred on
appeal.
9. This Agreement may be executed in any number of counterparts,
each of which when so executed an delivered shall be deemed an
original, and it shall not be necessary, in making proof of
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this Agreement to produce or account for more than one
counterpart.
IN WITNESS WHEREOF, the parties hereto have subscribed their hands an
seals the day and year first above written.
CONSULTANT: COMPANY:
IMTL
/s/ Roger LeBlanc, Esq.
- ---------------------- By: /s/ Frederic Richardson
Roger LeBlanc, Esq. --------------------------
Frederic Richardson, Executive V. P.
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is entered into this ___
day of April, 2000 by and between IMTL, a Missouri corporation (the "Company")
and, doing business as, a partnership of professional associations (the
"Consultant").
WHEREAS, Consultant is skilled in providing legal services, and has
provided legal services to Company in the past;
WHEREAS, the Company desires to continue to engage Consultant to
provide legal services; and
NOW THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration receipt whereof is hereby
acknowledged it is agreed.
1. The Company hereby engages the Consultant and the Consultant
hereby accepts this engagement on a non-exclusive basis
pursuant to the terms and conditions of this Consulting
Agreement.
2. Consultant has assisted and shall assist the Company with
the preparation of its Registration Statement on Form S-8.
Consultant will also assist the Company in connection with
general securities law over the past several years and matters
for a period of 60 calendar days from the date hereof. Any
additional work will be dealt with on a case by case basis.
Consultant is not being retained in conjunction with any
capital raising transaction.
3. In order to assist Consultant with his duties, the Company
will provide Consultant with such information, as may be
required by Consultant. Company will make available to
Consultant copies of all material agreements, notice of
pending or threatened litigation and notice of all proposed
press releases.
4. In consideration of the services to be provided, Consultant
shall receive a fee equal to 600,000 shares of the Company's
common stock.
5. The Company will register these shares pursuant to a
registration statement on Form S-8.
6. During the term of this Agreement, each party may have access
to trade secrets, know how, formulae, customer and price lists
all of which are valuable, special, proprietary and unique
assets of each. The parties agree that all knowledge and
information which each other shall acquire during the term of
this Agreement shall be held in trust and in a fiduciary
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capacity for the sole benefit of the other party, its
successors and assigns, and each agrees not to publish or
divulge either during the term of this Agreement or subsequent
thereto, knowledge of any technical or confidential
information acquired during their term of this Agreement. At
the termination of this Agreement, or at any other time either
party may request the other party to deliver to the other,
without retaining any copies, notes or excerpts thereof, all
memoranda, diaries, notes, records, plans, specifications,
formulae or other documents relating to, directly or
indirectly, to any confidential information made or compiled
by, or delivered or made available to or otherwise obtained by
the respective parties. However, the foregoing provision shall
not prohibit Consultant from engaging in any work at any time
following his termination of this Agreement which does not
conflict with the terms of this Agreement.
7. Except as otherwise provided herein, any notice or other
communication to any party pursuant to or relating to this
Agreement and the transactions provided for
herein shall be deemed to have been given or delivered when
deposited in the United States Mail, registered or certified,
and with proper postage and registration or certification fees
prepaid, addressed at their principal place of business or to
such other address as may be designated by either party in
writing.
8. This Agreement shall be governed by and interpreted pursuant
to the laws of the state of Maryland. By entering into this
Agreement, the parties agree to the jurisdiction of the
Maryland courts with venue in Montgomery County, Maryland. In
the event of any breach of this Agreement, the prevailing
party shall be entitled to recover all costs including
reasonable attorney's fees and those that may be incurred on
appeal.
9. This Agreement may be executed in any number of counterparts,
each of which when so executed an delivered shall be deemed an
original, and it shall not be necessary, in making proof of
this Agreement to produce or account for more than one
counterpart.
IN WITNESS WHEREOF, the parties hereto have subscribed their hands an
seals the day and year first above written.
CONSULTANT: COMPANY:
IMTL
/s/ Art Fillmore, Esq.
- ---------------------- By: /s/ Frederic Richardson
Art Fillmore, Esq. ---------------------------
Frederic Richardson, Executive V. P.
EX-10.2
CONSULTING AGREEMENT
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is entered into this day of
April, 2000 by and between IMTL, a Missouri corporation (the "Company") and
Albert Randolph, Steven Davis and Eric Attia (the "Consultant").
WHEREAS, Consultant is skilled in providing strategic business
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planning, and has provided these services to Company in the past;
WHEREAS, the Company desires to continue to engage Consultant to
provide consulting services; and NOW THEREFORE, in consideration of the mutual
covenants contained herein and other good and valuable consideration receipt
whereof is hereby acknowledged it is agreed.
1. The Company hereby engages the Consultant and the Consultant
hereby accepts this engagement on a non-exclusive basis
pursuant to the terms and conditions of this Consulting
Agreement.
2. Consultant shall assist the Company with public mergers and
acquisitions. Consultant will also assist the Company in
connection with general business strategy and marketing.
Consultant will not be compensated hereunder for capital
raising transaction.
3. In order to assist Consultant with his duties, the Company
will provide Consultant with such information, as may be
required by Consultant. Company will make available to
Consultant copies of all material agreements, notice of
pending or threatened litigation and notice of all proposed
press releases.
4. Consultant agrees that he/she has not been retained for any of
the following activities and/or purposes:
5. for capital raising or for promotional activities regarding
the Company's securities.
6. to directly or indirectly promote or maintain a market for the
Company's securities.
7. to act as a conduit to distribute S-8 Securities to the
general public.
8. to render investor relations services or shareholder
communications services to the Company.
9. to render advice to the Company regarding the arrangement or
effecting of mergers involving the Company that have the
effect of taking a private company public.
10 In consideration of the services to be provided, Consultant
shall receive a fee equal to shares of the Company's common
stock.
11. The Company will register these shares pursuant to a
registration statement on Form S-8.
12. During the term of this Agreement, each party may have access
to trade secrets, know how, formulae, customer and price lists
all of which are valuable, special, proprietary and unique
assets of each. The parties agree that all knowledge and
information which each other shall acquire during the term of
this Agreement shall be held in trust and in a fiduciary
capacity for the sole benefit of the other party, its
successors and assigns, and each agrees not to publish or
divulge either during the term of this Agreement or subsequent
thereto, knowledge of any technical or confidential
information acquired during their term of this Agreement. At
the termination of this Agreement, or at any other time either
party may request the other party to deliver to the other,
without retaining any copies, notes or excerpts thereof, all
memoranda, diaries, notes, records, plans, specifications,
formulae or other documents relating to, directly or
- --------------------------------------------------------------------------------
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- --------------------------------------------------------------------------------
indirectly, to any confidential information made or compiled
by, or delivered or made available to or otherwise obtained by
the respective parties. However, the foregoing provision shall
not prohibit Consultant from engaging in any work at any time
following his termination of this Agreement which does not
conflict with the terms of this Agreement.
13. Except as otherwise provided herein, any notice or other
communication to any party pursuant to or relating to this
Agreement and the transactions provided for herein shall be
deemed to have been given or delivered when deposited in the
United States Mail, registered or certified, and with proper
postage and registration or certification fees prepaid,
addressed at their principal place of business or to such
other address as may be designated by either party in writing.
14. This Agreement shall be governed by and interpreted pursuant
to the laws of the state of Maryland. By entering into this
Agreement, the parties agree to the jurisdiction of the
Maryland courts with venue in Baltimore, Maryland. In
the event of any breach of this Agreement, the prevailing
party shall be entitled to recover all costs including
reasonable attorney's fees and those that may be incurred on
appeal.
15. This Agreement may be executed in any number of counterparts,
each of which when so executed an delivered shall be deemed an
original, and it shall not be necessary, in making proof of
this Agreement to produce or account for more than one
counterpart.
IN WITNESS WHEREOF, the parties hereto have subscribed their hands and
seals the day and year first above written.
COMPANY:
IMTL
CONSULTANT:
By: /s/ Frederic Richardson
--------------------------------
1. /s/ Eric Attia Frederic Richardson, Executive V. P.
- ------------------------
Eric Attia
CONSULTING AGREEMENT
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is entered into this day of
April, 2000 by and between IMTL, a Missouri corporation (the "Company") and
Albert Randolph, Steven Davis and Eric Attia (the "Consultant").
WHEREAS, Consultant is skilled in providing strategic business
planning, and has provided these services to Company in the past;
WHEREAS, the Company desires to continue to engage Consultant to
provide consulting services; and NOW THEREFORE, in consideration of the mutual
covenants contained herein and other good and valuable consideration receipt
whereof is hereby acknowledged it is agreed.
1. The Company hereby engages the Consultant and the Consultant
hereby accepts this engagement on a non-exclusive basis
pursuant to the terms and conditions of this Consulting
- --------------------------------------------------------------------------------
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INTERNATIONAL MERCANTILE CORP -S-8- REGISTRATION STATEMENT DATE FILED: 4/19/2000
- --------------------------------------------------------------------------------
Agreement.
2. Consultant shall assist the Company with public mergers and
acquisitions. Consultant will also assist the Company in
connection with general business strategy and marketing.
Consultant will not be compensated for capital raising
transactions.
3. In order to assist Consultant with his duties, the Company
will provide Consultant with such information, as may be
required by Consultant. Company will make available to
Consultant copies of all material agreements, notice of
pending or threatened litigation and notice of all proposed
press releases.
4. Consultant agrees that he/she has not been retained for any of
the following activities and/or purposes:
5. for capital raising or for promotional activities regarding
the Company's securities.
6. to directly or indirectly promote or maintain a market for the
Company's securities.
7. to act as a conduit to distribute S-8 Securities to the
general public.
8. to render investor relations services or shareholder
communications services to the Company.
9. to render advice to the Company regarding the arrangement or
effecting of mergers involving the Company that have the
effect of taking a private company public.
10. In consideration of the services to be provided, Consultant
shall receive a fee equal to shares of the Company's common
stock.
11. The Company will register these shares pursuant to a
registration statement on Form S-8.
12. During the term of this Agreement, each party may have access
to trade secrets, know how, formulae, customer and price lists
all of which are valuable, special, proprietary and unique
assets of each. The parties agree that all knowledge and
information which each other shall acquire during the term of
this Agreement shall be held in trust and in a fiduciary
capacity for the sole benefit of the other party, its
successors and assigns, and each agrees not to publish or
divulge either during the term of this Agreement or subsequent
thereto, knowledge of any technical or confidential
information acquired during their term of this Agreement. At
the termination of this Agreement, or at any other time either
party may request the other party to deliver to the other,
without retaining any copies, notes or excerpts thereof, all
memoranda, diaries, notes, records, plans, specifications,
formulae or other documents relating to, directly or
indirectly, to any confidential information made or compiled
by, or delivered or made available to or otherwise obtained by
the respective parties. However, the foregoing provision shall
not prohibit Consultant from engaging in any work at any time
following his termination of this Agreement which does not
conflict with the terms of this Agreement.
13. Except as otherwise provided herein, any notice or other
communication to any party pursuant to or relating to this
Agreement and the transactions provided for herein shall be
- --------------------------------------------------------------------------------
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- --------------------------------------------------------------------------------
deemed to have been given or delivered when deposited in the
United States Mail, registered or certified, and with proper
postage and registration or certification fees prepaid,
addressed at their principal place of business or to such
other address as may be designated by either party in writing.
14. This Agreement shall be governed by and interpreted pursuant
to the laws of the state of Maryland. By entering into this
Agreement, the parties agree to the jurisdiction of the
Maryland courts with venue in Baltimore, Maryland. In
the event of any breach of this Agreement, the prevailing
party shall be entitled to recover all costs including
reasonable attorney's fees and those that may be incurred on
appeal.
15. This Agreement may be executed in any number of counterparts,
each of which when so executed an delivered shall be deemed an
original, and it shall not be necessary, in making proof of
this Agreement to produce or account for more than one
counterpart.
IN WITNESS WHEREOF, the parties hereto have subscribed their hands and
seals the day and year first above written.
COMPANY:
IMTL
CONSULTANT:
By: /s/ Frederic Richardson
--------------------------------
2. /s/ Albert Randolph Frederic Richardson, Executive V. P.
- ------------------------
Albert Randolph
CONSULTING AGREEMENT
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is entered into this day of
April, 2000 by and between IMTL, a Missouri corporation (the "Company") and
Albert Randolph, Steven Davis and Eric Attia (the "Consultant").
WHEREAS, Consultant is skilled in providing strategic business
planning, and has provided these services to Company in the past;
WHEREAS, the Company desires to continue to engage Consultant to
provide consulting services; and NOW THEREFORE, in consideration of the mutual
covenants contained herein and other good and valuable consideration receipt
whereof is hereby acknowledged it is agreed.
1. The Company hereby engages the Consultant and the Consultant
hereby accepts this engagement on a non-exclusive basis
pursuant to the terms and conditions of this Consulting
Agreement.
2. Consultant shall assist the Company with public mergers and
acquisitions. Consultant will also assist the Company in
connection with general business strategy and marketing.
Consultant will not be compensated for capital raising
transactions.
3. In order to assist Consultant with his duties, the Company
- --------------------------------------------------------------------------------
PAGE 15
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INTERNATIONAL MERCANTILE CORP -S-8- REGISTRATION STATEMENT DATE FILED: 4/19/2000
- --------------------------------------------------------------------------------
will provide Consultant with such information, as may be
required by Consultant. Company will make available to
Consultant copies of all material agreements, notice of
pending or threatened litigation and notice of all proposed
press releases.
4. Consultant agrees that he/she has not been retained for any of
the following activities and/or purposes:
5. for capital raising or for promotional activities regarding
the Company's securities.
6. to directly or indirectly promote or maintain a market for the
Company's securities.
7. to act as a conduit to distribute S-8 Securities to the
general public.
8. to render investor relations services or shareholder
communications services to the Company.
9. to render advice to the Company regarding the arrangement or
effecting of mergers involving the Company that have the
effect of taking a private company public.
10. In consideration of the services to be provided, Consultant
shall receive a fee equal to shares of the Company's common
stock.
11. The Company will register these shares pursuant to a
registration statement on Form S-8.
12. During the term of this Agreement, each party may have access
to trade secrets, know how, formulae, customer and price lists
all of which are valuable, special, proprietary and unique
assets of each. The parties agree that all knowledge and
information which each other shall acquire during the term of
this Agreement shall be held in trust and in a fiduciary
capacity for the sole benefit of the other party, its
successors and assigns, and each agrees not to publish or
divulge either during the term of this Agreement or subsequent
thereto, knowledge of any technical or confidential
information acquired during their term of this Agreement. At
the termination of this Agreement, or at any other time either
party may request the other party to deliver to the other,
without retaining any copies, notes or excerpts thereof, all
memoranda, diaries, notes, records, plans, specifications,
formulae or other documents relating to, directly or
indirectly, to any confidential information made or compiled
by, or delivered or made available to or otherwise obtained by
the respective parties. However, the foregoing provision shall
not prohibit Consultant from engaging in any work at any time
following his termination of this Agreement which does not
conflict with the terms of this Agreement.
12. Except as otherwise provided herein, any notice or other
communication to any party pursuant to or relating to this
Agreement and the transactions provided for herein shall be
deemed to have been given or delivered when deposited in the
United States Mail, registered or certified, and with proper
postage and registration or certification fees prepaid,
addressed at their principal place of business or to such
other address as may be designated by either party in writing.
14. This Agreement shall be governed by and interpreted pursuant
to the laws of the state of Maryland. By entering into this
Agreement, the parties agree to the jurisdiction of the
- --------------------------------------------------------------------------------
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<PAGE>
INTERNATIONAL MERCANTILE CORP -S-8- REGISTRATION STATEMENT DATE FILED: 4/19/2000
- --------------------------------------------------------------------------------
Maryland courts with venue in Baltimore, Maryland. In
the event of any breach of this Agreement, the prevailing
party shall be entitled to recover all costs including
reasonable attorney's fees and those that may be incurred on
appeal.
15. This Agreement may be executed in any number of counterparts,
each of which when so executed an delivered shall be deemed an
original, and it shall not be necessary, in making proof of
this Agreement to produce or account for more than one
counterpart.
IN WITNESS WHEREOF, the parties hereto have subscribed their hands and
seals the day and year first above written.
COMPANY:
IMTL
CONSULTANT:
By: /s/ Frederic Richardson
--------------------------------
3. /s/ Steven Davis Frederic Richardson, Executive V. P.
- ------------------------
Steven Davis
EX-10.3
COMPENSATION PLAN AGREEMENT
COMPENSATION PLAN AGREEMENT
THIS Agreement is made effective as of this ____ day of April, 2000 by
and between IMTL, whose address is 1625 Knecht Avenue, Baltimore, Maryland 21227
referred to as the "Company", and Aron Langsam, referred to as the "Employee:
1. Employment: The Company hereby employs the Employee as a Sales and
Business Development Manager and the Employee hereby accepts such employment in
accordance with the terms and conditions of this Contract.
2. Duties of Employee:
a. The duties of the Employee are generally described as follows: to
oversee telecommunications and computer sales and product and business
development for IMTL and any of its subsidiaries
b. The Company's Rules and Regulations. The Employee shall strictly
adhere to all the rules and regulations of the Company which are presently in
force or which may be established hereafter with respect to the conduct of
Employees. The Employee shall also strictly follow the directions of the Company
with respect to the methods to be used in performing his or her duties. The
Employee is responsible to continue and maintain the Company's standards of
uniformity, purity and quality with respect to all services performed by the
Company.
c. Employee agrees that he/she has not been employed for any of the
following activities and/or purposes:
1. for capital raising or for promotional activities regarding
the Company's securities.
2. to directly or indirectly promote or maintain a market for the
Company's securities.
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- --------------------------------------------------------------------------------
3. to act as a conduit to distribute S-8 Securities to the
general public.
4. to render investor relations services or shareholder
communications services to the Company.
5. to render advice to the Company regarding the arrangement or
effecting of mergers involving the Company that have the
effect of taking a private company public.
3. Power of Employee to Bind Company: The Employee may not enter into
any contract or otherwise bind the Company in any way without authority from the
Company. Any contracts which the Employee enters into without the authorization
will not be binding upon the company.
4. Other Employment: It is the Company's intention that the Employee
devote at least 20 hours per week of the Employee's work effort towards the
fulfillment of the Employee's obligation under this contract. However during the
Employment period and any subsequent period during which he is employed
hereunder; it is understood that ownership of less than 10% of the issued and
outstanding capital stock of a corporation, the securities of which are listed
on a national securities exchange or regularly included in the national list of
over-the-counter securities as it may from time to time be published in a
newspaper of general circulation, shall not be deemed to constitute such a
business activity as contemplated hereunder.
5. Compensation of Employee:
During the Employment Period:
(a) As compensation for his services hereunder Company shall pay
Employee, 250,000 shares of free trading S8 stock.
(b) In addition to his salary, Employee shall be entitled to all
perquisites which Company makes available to employees of similar class and
station, and be included, to the extent eligible, under any and all present
plans of Company providing benefits for its employees including, but not limited
to, retirement benefits, thrift plan, group life insurance, hospitalization,
medical, accidental death and dismemberment, and any and all other similar or
comparable benefits made available to employees of similar class and station;
provided, however, that in no event shall employee have perquisites or benefits
less favorable than the comparable perquisites or benefits he is presently
receiving from Company.
6. Employee Expenses: Employee shall be authorized, to incur reasonable
and necessary expenses (such as travel and telephone). Company will reimburse
Employee for all such expenses authorized by Company upon the presentation by
Employee to Company. Employee is required to submit an itemized request for
reimbursement of such expenditures supported by sufficient documentation of the
expenditures and explanation of their purpose.
7. Term: The term of this Agreement shall commence on the date hereof
and shall continue for one (1) year.
8. Termination of Employment: Either party may terminate this contract
in the employment hereunder, without cause and at any time, upon thirty days
notice by Certified or Registered Mail, or facsimile to the other party at the
addresses set forth above.
9. Remedies for Breach of Contract:
a. In the event the breach or threatened breach of any provision of the
contract of the Employee, the Company shall be entitled to injunctions, both
preliminary and final, and join in or understanding such breach or threatened
breach. Such remedies shall be in addition to all other remedies available at
law or in equity including the Company's right to recover from the Employee any
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- --------------------------------------------------------------------------------
damages that may be sustained as a result of the Employee's breach of contract.
b. In addition to any other remedies the Company may have available to
it under the terms of this contract, the Company shall be entitled to stop
Employee, by means of injunction, from violating any part of this Agreement, and
to recover by means of an accounting, any profits the Employee may have obtained
in violation of this contract. The Company shall be entitled to recover its
attorneys fees and expenses in any successful action by the Company to enforce
this Agreement.
10. Affiliates. The term "affiliate" as used herein shall mean any
corporation controlling, controlled by or under common control with Company. The
term "control" shall mean the ownership, directly or indirectly, of a sufficient
number of shares of voting stock of any corporation to elect a majority of the
Board of Directors of that corporation.
11. Complete Agreement: This Contract supersedes all prior contracts
and understandings between the Employee and the Company may not be modified,
changed or altered by any promise or statement by whomever made; nor shall any
modification of it be binding upon the Company until such written modification
shall have been approved in writing by an officer of the Company.
12. Waiver of Breach: The waiver by the Company of any breach of any
provision of this Contract by the Employee shall not operate or be construed as
a waiver of any subsequent breach by the Employee.
EX-10.4
GROUP COMPENSATION PLAN
EXHIBIT 3.2
INTERNATIONAL MERCANTILE CORPORATION GROUP COMPENSATION PLAN
THIS AGREEMENT is made this 19 day of April, 2000.
Section 1. Purpose
The Compensation Plan (hereinafter referred to as the "Plan") is
intended to promote the best interest of International Mercantile Corporation,
Inc. a Missouri corporation (the "Company") and its stockholders by providing a
means of non-cash remuneration to consultants, and services providers who
contribute to the operating progress and earning power of the Company.
Section 2. Definitions
The following definitions shall be applicable to the terms used in the
Plan:
2.1 "Code" means the Internal Revenue Code of 1986, as presently in
effect or as hereunder amended.
2.2 "Committee" means a committee of two (2) Directors (none of whom is
an Eligible Participant) appointed by the Board of Directors to implement,
interpret and administer the Plan, subject at all times to the approval of the
entire Board of Directors unless and to the extent that the Committee is
composed of all of the persons then comprising the Board of Directors of the
Company. The Board of Directors, in its sole discretion, may at any time remove
any member of the Committee and appoint another Director (who may or may not be
an Eligible Participant to fill any vacancy on the Committee or may act itself
as the Committee:
2.3 "Company" means International Mercantile Corporation, a Mo.
corporation.
2.4 "Eligible Participant" or "Participant" means any consultant or
service provider of the Company who is determined (in accordance with the
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- --------------------------------------------------------------------------------
provisions of Section 4 hereof, provided however that no provider was or is an
employee of the company), to be
eligible to receive stock hereunder.
2.5 "Plan" means this International Mercantile Corporation Compensation
Plan.
2.6 "Registered Stock" means shares of common stock, par value .001, of
the Company which are, upon issuance, freely tradable by virtue of having been
registered with the Securities and Exchange Commission under cover of Form S-8,
or another appropriate registration statement, and which shares have been issued
subject to the "blue sky" provisions of any appropriate state jurisdiction.
Special resale restrictions may, however, apply to officers, directors, control
shareholders and affiliates of the Company and such individuals or entities will
be required to obtain an opinion of counsel as regards their ability to resell
shares received pursuant to this Plan.
2.7 "Restricted Stock" means shares of common stock, par value .001, of
the Company issuable directly under the Plan which are, upon issuance, subject
to the restrictions set forth in Section 10 hereof. Wherever appropriate, words
used in the Plan in the singular may mean that plural, the plural may mean the
singular, and the masculine may mean the feminine or neuter.
Section 3. Adoption and Administration of the Plan
Upon the adoption by the Company's Board of Directors, the Plan shall
become effective immediately. In the absence of contrary action by the Board of
Directors, and expect 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 the Plan shall be final, conclusive and
binding.
Section 4. Eligibility and Awards
The Committee shall determine, as soon as practicable after the
effective date of the Plan, and at any time and from time to time thereafter:
(i) the Eligible Participants; (ii) the number of shares of Stock
issuable directly or to be granted pursuant to the Plan which an
Eligible Participant may exercise; (iii) the price at which each grant may be
exercised, or the price per share in cash, or cancellation of fees or other
payment for which the Company is liable if a direct issue of stock; and (iv) the
terms on which each grant may be granted. Such determination, as may from time
to time be amended or altered at the sole discretion of the Committee, shall be
set forth on Exhibit A to this Plan, attached hereto. 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 all the person then comprising the Board of Directors of the
Company, such approval by the Board of Directors shall not be necessary.
Section 5. Issuance of Stock
Subject to the terms and provisions of this Plan, the terms and
conditions under which the issuance of Registered Stock or Restricted Stock may
be granted to an Eligible Participant shall be set forth in a written agreement
(i.e., a Consulting Agreement, Services Agreement, Fee Agreement, or Employment
Agreement) and the grant of such Registered Stock or Restricted Stock hereunder
shall be made a part hereof and containing such modifications thereto and such
other provisions as the Committee, in its sole discretion, may determine.
Notwithstanding the foregoing provisions of this Section 5, each Grant of any
Registered Stock or Restricted Stock shall incorporate the provisions of this
Plan by reference.
- --------------------------------------------------------------------------------
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- --------------------------------------------------------------------------------
Section 6. Total Number of Shares of Stock
The total number of shares of Stock reserved for issuance by the
Company directly under this Plan shall not, initially be more than Eight Hundred
Thousand (800,000) for year 2000. The total number of shares of Stock reserved
for such issuance may be increased only by a resolution adopted by the Board of
Directors and an amendment of the Plan. Such Stock may be authorized and
unissued or reacquired common stock of the Company.
Section 7. Purchase of Shares of Stock.
7.1 As soon as practicable after the determination by the Committee and
approval by the Board of Directors (if necessary, pursuant to SecItion 4 hereof)
of the Eligible Participants and the number of shares an Eligible Participant
and be issued directly, the Committee shall give notice (written or oral)
thereof to each Eligible participant, which notice be accompanied by the
issuance, to be acknowledged by such Eligible Participant.
Upon receipt of said acknowledge by the Company, the Company will forward
instructions to the Company's transfer agent to issue Stock to such Eligible
Participant.
7.2 The negotiated cost basis of stock issued directly to purchase
shares pursuant to paragraph 71. 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
of a share of Stock, the Committee shall take into consideration, among other
factors, the restrictions set forth in Section 10 hereof.
Section 8. Payment upon Direct Issuance
The Committee shall determine the terms of the direct issue price for
payment by each Participant for his shares of Stock granted thereunder. Such
terms shall be set forth or referred to in the Board Resolution authorizing
issuance. The terms so set by the Committee may vary from one Participant to
another.
Section 9. Delivery of Shares of Registered Stock Upon Exercise
The Company shall deliver to or on behalf of each Participant such
number of shares of Registered Stock as such Participant elects to purchases
upon direct issuance. Such shares, which shall be fully paid and non-assessable
upon the issuance thereof, shall be represented by a certificates registered in
the name of the Participant and stamped with an appropriate legend referring to
the restriction thereon, if such stock is to be restricted. Subject to the terms
and provisions of the Missouri Business Corporation Act, 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 dividend or other
distributions paid or made with respect thereto, 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 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 any
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 10 shall be made solely by the acquiring corporation.
Section 10. Restrictions On Shares Of Stock Issued Upon Direct ssuance
10.1 The shares of Stock issued directly shall not be sold, exchanged,
assigned, transferred or permitted to be transferred, whether voluntarily,
involuntarily or by operation of law, delivered, encumbered, discounted,
- --------------------------------------------------------------------------------
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- --------------------------------------------------------------------------------
pledged, hypothecated or otherwise disposed of unless the shares underlying the
direct issuance have been registered with the Securities and Exchange Commission
("SEC") pursuant to a registration statement on Form S-8, or such other forms as
may be appropriate, or an Opinion of Counsel, satisfactory to the Company, is
received, which opinion established that an exemption from the registration
provisions of the Securities Act of 1933, as amended the "33 Act") is available.
10.2 The direct issuance of stock hereunder, to any Eligible
Participant may be subject in the sole discretion of the Committee, to other and
further restrictions on transferability, which may provide, among other
restrictions, that such shares may not be sold, exchanged, assigned, transferred
or permitted to be transferred, whether voluntarily, involuntarily or by
operation of law, delivered, encumbered, discount, pledged, hypothecated or
otherwise disposed of for a period of six (6) months from effective date of such
other period as may be determined by the Committee.
Section 11. Plan Binding Upon Assigns of Transferees
In the event that, at any time or from time to time, any shares to
Stock are sold, exchanged, assigned or transferred to any party (other than the
Company) pursuant to the provisions of Section 10 hereof, such party shall take
such shares to Stock pursuant to all provisions and conditions of this Plan,
and, as a condition precedent to the transfer of such shares of Stock, 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 12. Costs and Expenses
All costs and expenses with respect to the adoption, implementation,
interpretations and administration of the Plan shall be borne by the Company.
Section 13. No Prior Right of Award
Nothing in the Plan shall be deemed to give any officer or employee of
the Company, or his legal representatives or assigns, or any other person or
entity claiming under or through him, any contract or other right to participate
in the benefits of this Plan. Nothing in the Plan shall be construed as
constituting a commitment, guarantee, agreement or understanding of any kind or
nature that the Company shall continue to employ any individual (whether or not
a Participant). The Plan shall not affect in any way the right of the Company to
terminate the employment or contract of any individual (whether or not a
participant) at any time.
Section 14. Changes in Capital Structure Of The Company
Unless otherwise agreed to by the Company in writing or unless
otherwise required by law, the shares of Stock issued directly under the Plan
and which are held by an Eligible Participant, or is successor in interest,
shall be adjusted in any manner for (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 15. Amendment or Termination of The Plan
The Plan may be amended or terminated whole or in part by the Board of
Directors of the Company (in its sole discretion), but no such action shall
adversely affect or alter any right or obligation with respect to any reward
therefore made.
Section 16. Burden and Benefit
The terms and provisions of this Plan shall be binding upon, and shall
inure to the benefit of, each Participant, his executives or administrations,
heirs, and personal and legal representatives.
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PAGE 22
<PAGE>
INTERNATIONAL MERCANTILE CORP -S-8- REGISTRATION STATEMENT DATE FILED: 4/19/2000
- --------------------------------------------------------------------------------
International Mercantile Corporation
IN WITNESS WHEREOF, the undersigned has executed this Agreement the day
and year first above written.
WITNESSES:
IMTL
By: /s/ Frederic Richardson
----------------------------
Frederic Richardson, Executive V. P.
EX-23
6
LETTER OF CONSENT
LETTER OF CONSENT
RE: AUDITED FINANCIAL INFORMATION
We hereby consent to the incorporation by reference of our report as of
December 31, 1999 relating to the audited financial statements of IMTL that are
included in the Form 10-KSB for the year ended December 31, 1999, in the April
14, 2000 filing of IMTL on Form S-8.
Caruso and Caruso, CPA
/s/ Michael Caruso, CPA
- ----------------------
By: Michael Caruso, CPA
6971 N. Federal Highway, Suite 402
Boca Raton, FL 33487
Telephone: (561) 995-1070
Facsimile: (561) 994-5506
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of this Registrant and in the capacities and
on the dates indicated.
Dated: April 19, 2000 By:
--------------- ---------------------
MAJORITY OF BOARD OF DIRECTORS:
Dated: April 19, 2000 By:
/s/ Tim Jewell
--------------- ---------------------
Tim Jewell
Dated: April 19, 2000 By:
/s/ Frederic Richardson
-------------- -----------------
Frederic Richardson
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PAGE 23
<PAGE>
INTERNATIONAL MERCANTILE CORP -S-8- REGISTRATION STATEMENT DATE FILED: 4/19/2000
- --------------------------------------------------------------------------------
Dated: April 19, 2000 By:
/s/ Max Apple
-------------- -----------------
Max Apple
Dated: April 19, 2000 By:
/s/ Ed Hutya
--------------- ------------------
Ed Hutya
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PAGE 24
