SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CORFACTS, INC.
(Exact name of Issuer as specified in Charter)
New Jersey 22-2478379
(State of Incorporation) (I.R.S. Employer I.D. Number)
3499 Highway 9 North, Suite 3B, Freehold, NJ 07728
(Address of Issuer's Principal Executive Offices)
1997 STOCK AND STOCK OPTION PLAN
1999 STOCK AND STOCK OPTION PLAN
(Full Title of Plans)
LARRY FINKELSTEIN
Corfacts, Inc.
3499 Hwy. 9N, Suite 3B
Freehold, NJ 07728
(800) 696-7788
(Address and Telephone Number of Agent for Service)
Copy to:
ROBERT BRANTL, ESQ.
322 Fourth Street
Brooklyn, NY 11215
(718) 768-6045
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered be Registered (1) per Share (2) Offering Price (2) Fee
- -----------------------------------------------------------------------------
Common Stock, 2,400,000 $ 0.435 $ 1,044,200 $ 290.29
no par value shares
(1)This Registration Statement also covers an indeterminable number of
additional shares that may be issued as a result of an adjustment in the
shares in the event of a stock split, stock dividend or similar capital
adjustment, as required by the Plan.
(2)The price stated is estimated solely for purposes of calculation of the
registration fee and is the average of the sum of (i) the aggregate
exercise price of options for 1,180,000 shares previously granted under
the 1997 Stock and Stock Option Plan and (ii) the product resulting from
multiplying the remaining 1,220,000 shares by $0.76, the closing prices
of shares of the Common Stock on the OTC Bulletin Board on November 22,
1999.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Corfacts, Inc. is incorporating by reference the following documents
previously filed with the Securities and Exchange Commission:
(a) Corfacts Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1998;
(b) Corfacts Quarterly Report on Form 10-QSB for the quarter ended March
31, 1999;
(c) Corfacts Quarterly Report on Form 10-QSB for the quarter ended
June 30, 1999;
(d) Corfacts Quarterly Report on Form 10-QSB for the quarter ended
September 30, 1999;
(e) the description of Corfacts Common Stock contained in its
Registration Statement on Form 8-A.
Corfacts is also incorporating by reference all documents hereafter
filed by Corfacts pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Robert Brantl, Esq., counsel to Corfacts, has passed upon the validity
of the shares registered pursuant to this Registration Statement. Mr. Brantl
holds no interest in the securities of Corfacts.
Item 6. Indemnification of Directors and Officers.
Section 14A:3-5 of the New Jersey Business Corporation Act ( BCA )
generally allows New Jersey corporations to indemnify, and purchase insurance
for, any director, officer, employee, or agent (a corporate agent ) who is
subject to expenses and liabilities in connection with proceedings involving
such individual by reason of his being such a corporate agent (provided such
corporate agent s conduct met the applicable standards set forth in the BCA.
Corfacts Certificate of Incorporation provides that no director or
officer will be liable for breach of duty as a director or officer, except for
breach of the duty of loyalty, acts not in good faith or involving a knowing
violation of law, or acts resulting in receipt by the director or officer of
an improper benefit.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 1997 Stock and Stock Option Plan
4.2 1999 Stock and Stock Option Plan
5 Opinion of Robert Brantl, Esq.
23.1 Consent of Schuhalter, Coughlin & Suozzo, L.L.C., independent
certified public accountants
23.2 Consent of Robert Brantl, Esq. is contained in his opinion, filed
as Exhibit 5.
Item 9. Undertakings.
Corfacts hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof;
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering;
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of Corfacts pursuant to the provisions of the Business Corporation Act
of the State of New Jersey, or otherwise, Corfacts has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by Corfacts of expenses incurred or paid by a director,
officer or controlling person of Corfacts 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,
Corfacts will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Corfacts
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Freehold and the State of New Jersey on the 22nd
day of November, 1999.
CORFACTS, INC.
By: /s/ Larry Finkelstein
Larry Finkelstein
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated on November 22, 1999.
Name Title
/s/ Larry Finkelstein President (Chief Executive Officer,
Larry Finkelstein Chief Financial Officer), Chairman of
the Board
/s/ Ariel Freud Vice President and Director
Ariel Freud
<PAGE>
INDEX TO EXHIBITS
4.1 1997 Stock and Stock Option Plan
4.2 1999 Stock and Stock Option Plan
5 Opinion of Robert Brantl, Esq.
23.1 Consent of Schuhalter, Coughlin & Suozzo, L.L.C., independent
certified public accountants
<PAGE>
EXH. 4.1
AMENDED AND RESTATED
1997 STOCK AND STOCK OPTION PLAN OF
CORFACTS, INC.
Adopted by the Board of Directors
on December 15, 1997
and amended by the Board of Directors
on October 22, 1999
1. Purpose.
The purpose of this Corfacts 1997 Stock and Stock Option Plan
(the "Plan") is to reward directors, officers, key employees and consultants
for their best efforts on behalf of the Company and its subsidiary, to induce
such employees to remain in the employ of the Company, to attract talented
individuals to join the Company, to motivate such employees to exert their
best efforts on behalf of the Company, and to encourage such employees to
secure or increase their stock ownership in the Company. Consistent with
these objectives, the Plan authorizes the granting to key employees and
consultants of options to acquire shares of the Company's Common Stock, no
par value (the "Common Stock") or the granting of Common Stock, pursuant to
the terms and conditions set forth herein.
2. Definitions
As used in the Plan, the following terms have the following meanings:
- "Code" means the Internal Revenue Code of 1986, as amended
from time to time;
- "nonqualified stock options" means options which are not
intended to qualify as incentive stock options, and which are designated
as nonqualified stock options in the Option Agreement;
- "grant" means either (a) the issuance of shares of Common
Stock, either with or without payment therefor by the recipient of the
grant, or (b) the grant of an option;
- "Eligible Individual" shall have the meaning set forth in
Section 4 hereof;
- "Act" means the Securities Act of 1933, as amended.
3. Stock Subject to the Plan.
The stock to be granted under the Plan or issued upon exercise
of options granted under the Plan shall consist of authorized but
unissued shares (or of reacquired shares) of the Common Stock of the
Company. The maximum number of shares which may be granted or for which
options may be granted under the Plan is 1,200,000 shares. Said maximum
number shall be proportionately adjusted for any increase or decrease in
the number of issued shares of Common Stock resulting from a stock split
or other subdivision or consolidation of shares or other capital adjust
ment or the payment of a stock dividend.
If any options granted under the Plan expire or terminate for
any reason without having been exercised in full, the unpurchased shares
shall become available for further options pursuant to the Plan.
4. Eligibility of Grantees.
Grants may be made only to officers, key employees, directors
or consultants of the Company or any subsidiary (an "Eligible Individ
ual"). All references in this Plan to officers, key employees, directors or
consultants of the Company shall also refer to and include officers, key
employees, directors or consultants of the Company or any subsidiary of the
Company. For purposes of this Plan, an individual shall be deemed to be a
consultant if the individual performs services for the Company in a capacity
other than as employee or director. More than one grant may be made to any
Eligible Individual.
5. Administration.
The Plan shall be administered by the Board of Directors of the
Company (the "Board") or, at the Board's discretion, by a Committee of
the Board which shall be composed of at least two (2) members of the
Board. Any authority granted to the Board by this Plan is also hereby
granted to the Committee, if one is created. All Committee members
shall serve, and may be removed, at the pleasure of the Board of Directors.
Subject to the express provisions of the Plan, the Board shall
have full authority (a) to determine, in its discretion, the individuals
to whom, and the times at which, grants shall be made, the number of
shares to be granted or subject to each option, the price or prices at
which such shares may be purchased from the Company, and the provisions
of the respective option agreements (which need not be identical),
including provisions concerning the time or times, when, and the extent
to which, the options may be exercised, the conditions of exercise
(including non-competition with the Company after termination of employment)
and the effect of approved leaves of absence on continuity of
service; (b) to prescribe, amend and rescind rules and regulations
relating to the Plan; (c) to interpret the Plan and the respective
option agreements; and (d) to make all other determinations necessary or
advisable for administering the Plan. All determinations and interpretations
by the Board shall be binding and conclusive upon all parties.
No member of the Board shall be liable for any action, determination or
omission taken or made in good faith with respect to the Plan or any
grant or option hereunder.
6. Terms and Conditions of Grants.
The Board may, in its discretion, grant to an Eligible Individual only
options or shares of Common Stock, or a combination of both. Subject to
the following provisions, all options granted under this Plan shall be
in such form and upon such terms and conditions as the Board, in its
discretion, may from time to time determine:
(a) Option Price. The option price per share under each Option granted
under the Plan shall be determined and fixed by the Board in its discretion.
(b) Term. Each option granted under the Plan shall terminate
no later than ten years after the date on which it was granted, but the
Board in its discretion may prescribe a shorter period for any individual
option or options.
(c) Offset provisions. If the Board so determines and the applicable
instrument or instruments evidencing the option so provide, the exercise
of all or any part of an option granted under this Plan may result in
the reduction or termination of another option granted under this Plan
to the extent so determined and provided.
(d) Vesting. The vesting of each option or share of Common Stock
granted hereunder shall be determined by the Board. Only the vested
portions of Options may be exercised. Only the vested portions of
grants of Common Stock may be disposed of.
(e) Exercise of Options. An option shall be exercised by
written notice of such exercise, in the form prescribed by the Board, to
the Secretary or Treasurer of the Company, at its principal office. The
notice shall specify the number of shares for which the option is being
exercised (which number, if less than all of the shares then subject to
exercise, shall be 50 or a multiple thereof) and shall be accompanied by
payment in full of the purchase price of such shares. No shares shall
be delivered upon exercise of any option until all laws, rules and
regulations which the Board may deem applicable have been complied with.
If a registration statement under the Act is not then in effect with
respect to the shares issuable upon such exercise, it shall be a condition
precedent that the person exercising the option give to the Company
a written representation and undertaking, satisfactory in form and
substance to the Board of Directors or the Board, that s/he is acquiring
the shares for his/her own account for investment and not with a view to
the distribution thereof.
(f) Payment. Payment for shares granted or purchased upon exercise of
an option shall be made either in full or installments, as shall be
determined by the Board and provided in the applicable instrument or
instruments evidencing such grant or option. If payment is made in
installments, the option holder shall be required to make a down payment
in cash of an amount equal to at least 20 percent of the total purchase
price of the shares purchased and to deliver to the Company his or her
promissory installment note payable to the Company for an amount equal
to the difference between the total purchase price of the shares then
being purchased and the amount of such down payment. Such note shall
bear interest at such rate as the Board shall determine of not less than
the applicable federal rate (as defined in the Internal Revenue code of
1986, as amended), and the payor under the note must pledge the shares
purchased as security. The payor shall pay the balance of the purchase
price as provided in such note and subject to such terms and conditions
as may be provided in the applicable instrument or instruments evidencing
the grant or option; in any event, he or she shall make such payments as
may be necessary to make the aggregate payments on account of the total
purchase price equal to:
(1) at least 40 percent of the total purchase price of the shares
purchased by the end of 18 months from the date of purchase,
(2) at least 60 percent of the total purchase price by the end of
three years from the date of purchase,
(3) at least 80 percent of the total purchase price by the end of
four years from the date of purchase and
(4) the entire amount of the total purchase price by the end of
five years from the date of purchase.
Dividends on partly paid shares issued hereunder (other than dividends
in stock of the Company) shall be declared and paid only upon the basis
of the percentage of the total purchase price actually received thereon
by the Company, and any such dividends paid prior to final payment for
the shares shall be applied by the Company against unpaid installments
of the promissory notes evidencing the grantee's indebtedness for the
purchase price in the order of their maturity. Certificates for partly
paid shares shall be registered in the name of the grantee and shall,
immediately upon issue, be delivered to the Company, endorsed in blank
by the grantee or accompanied by a separate stock power so endorsed, in
pledge as security for the payment of the unpaid balance of the option
price. The certificates issued to represent partly paid shares shall
state thereon the total amount of the consideration to be paid therefor
and the amount paid thereon.
(g) Transferability. Options shall not be transferable other than by
will or the laws or descent or distribution, and an option may not be
exercised by anyone other than the grantee; except that it the grantee
dies or becomes incapacitated, the option may be exercised by his or her
estate, legal representative or beneficiary, as the case may be, subject
to all the terms and conditions contained in the Plan.
(h) No Rights of Option Holder as Shareholder. No holder of
any option under the Plan shall, by virtue of holding such option, be
entitled to any rights of a stockholder in the Company. The person
exercising an option shall not be considered a record holder of the
stock so purchased for any purpose until the date on which s/he is
actually recorded as the holder of such stock upon the stock records of
the Company.
(i) Fees and Taxes. The Company shall pay all original issue
and transfer taxes with respect to the issue and transfer of shares of
Common Stock of the Company pursuant hereto and all other fees and
expenses necessarily incurred by the Company in connection therewith.
(j) Termination of employment. Upon the termination of
an option holder's employment for any reason other than death, termination
for cause, or retirement pursuant to the terms of a retirement
program of the Company, his or her option privileges shall be limited to
the shares which were immediately purchasable by him at the date of such
termination, and such option privileges shall expire unless exercised
within thirty (30) days after the date of such termination, but not
later than the date of expiration of the option. If an option holder's
employment is terminated for cause, all rights under his or her option
shall expire immediately upon the giving to the option holder of the
notice of such termination. Upon the termination of an option holder's
employment by reason of retirement pursuant to the terms of a retirement
program of the Company, his or her option privileges shall be limited to
the shares which were immediately purchasable at the date of such
retirement, and such option privileges shall expire unless exercised
within the period not to exceed two years specified by the Board in the
applicable instrument or instruments evidencing the option, but not
later than the date of expiration of the option.
(k) Death of Option Holder. Upon the death of an option holder, his
or her option privileges shall apply to those shares which were immediately
purchasable at the time of death, and such privileges shall expire
unless exercised (by the executor or administrator of the option
holder's estate or by a person who acquired the right to exercise such
option by bequest or inheritance or by reason of the option holder's
death) within (1) 12 months after the date of death, or (2) in the event
of death following termination of employment by reason or retirement
pursuant to the terms of a retirement program of the Company, the period
in which the option privileges may be exercised upon termination by
reason of such retirement as provided by the Board in the applicable
instrument or instruments evidencing the option, whichever period
terminates last, or such longer period as may be permitted by the Board
in a special case, but in no event later than the date of expiration of
the option.
7. Restrictions on Shares
The Company shall, within 20 business days after the Board has
approved a grant of shares of Common Stock or an option has been
exercised, deliver to the grantee one or more certificates, registered
in the name of such person, for the number of shares granted or for
which an option has been exercised. The Company may legend any
certificate issued hereunder or upon exercise of any option granted
hereunder to reflect any restrictions provided for in this Plan.
The Company shall not be obliged to sell or issue any shares of Common
Stock pursuant to the grant of shares or the exercise of an option
hereunder unless and until the Company is satisfied that such sale or
issuance complies with all applicable provisions of the Act and all
other laws and regulations by which the Company is bound or to which the
Company or such shares are subject.
8. Adjustments Upon Changes in Capitalization
The option agreements shall contain such provisions as the
Board shall determine to be appropriate for the adjustment of the kind
and number of shares subject to each outstanding option, or the option
prices, or both, in the event of any changes in the outstanding Common
Stock of the Company by reason of stock dividends, stock splits,
recapitalizations, reorganizations, mergers, consolidations, sales or
exchanges of assets, combinations or exchange of shares, offering of
subscription rights or any other type of change.
9. Term of Plan.
The Board of Directors may terminate this Plan at any time.
No termination will affect rights and obligations theretofore granted
and then in effect. No grants may be made later than ten years from the
date listed on page one hereof as the date of the Plan's adoption by the
Board of Directors.
10. Amendment and Revocation.
The Board of Directors alone shall have the right to alter,
amend or revoke the Plan or any part thereof at any time and from time
to time, provided, however, that without the consent of the optionees,
no change may be made in any option theretofore granted which will
impair the rights of existing optionees; and provided further that the
Board of Directors may not, without the approval of the holders of a
majority of the outstanding Common Stock, make any alteration or amendment
to the Plan which changes the aggregate number of shares of Common
Stock which may be issued under the Plan, extend the term of the Plan or
of options granted thereunder, reduce the option price below that now
provided for in the Plan, change the conditions for exercise of options
now provided for in the Plan, or change the employees or class of
employees eligible to receive options thereunder.
* * * * *
<PAGE>
EXH. 4.2
CORFACTS, INC.
1999 Stock and Stock Option Plan
Article 1. Establishment and Purpose
1.1 Establishment of the Plan. Corfacts, Inc., a New Jersey
corporation (the "Company" or "Corfacts"), hereby establishes an incentive
compensation plan (the "Plan"), as set forth in this document.
1.2 Purpose of the Plan. The purpose of the Plan is to promote the
success and enhance the value of the Company by linking the personal
interests of Participants to those of the
Company's shareholders, and by providing Participants with an incentive
for outstanding performance. The Plan is further intended to attract and
retain the services of Participants upon whose judgment, interest, and special
efforts the successful operation of Corfacts and its subsidiaries is
dependent.
1.3 Effective Date of the Plan. The Plan shall become effective on
October 22, 1999.
Article 2. Definitions
Whenever used in the Plan, the following terms shall have the meanings
set forth below and, when the meaning is intended, the initial letter of
the word is capitalized:
(a) "Award" means, individually or collectively, a grant under this
Plan of Nonqualified Stock Options, Incentive Stock Options, Restricted
Stock, or Performance Shares.
(b) "Award Agreement" means an agreement which may be entered into
by each Participant and the Company, setting forth the terms and provisions
applicable to Awards granted to Participants under this Plan.
(c) "Board" or "Board of Directors" means the Corfacts Board of Directors.
(d) "Cause" shall mean willful and gross misconduct on the part of an
Eligible Person that is materially and demonstrably detrimental to the
Company or any Subsidiary as determined by the Committee in its sole
discretion.
(e) "Code" means the Internal Revenue Code of 1986, as amended from
time to time.
(f) "Committee" means the committee or committees, as specified in
Article 3, appointed by the Board to administer the Plan with respect
to grants of Awards.
(g) Consultant means a natural person under contract with the
Company to provide bona fide services to the Company which are not in
connection with the offer or sale of securities in a capital-raising
transaction and do not directly or indirectly promote or maintain a
market for the Company s securities.
(h) "Director" means any individual who is a member of the Corfacts
Board of Directors.
(i) "Disability" shall mean the Participant's inability to perform
the Participant's normal Employment functions due to any medically
determinable physical or mental disability, which can last or has
lasted 12 months or is expected to result in death.
(j) Eligible Person means an Employee, Director or Consultant.
(k) "Employee" means any officer or employee of the Company or of one
of the Company's Subsidiaries. Directors who are not otherwise employed
by the Company shall not be considered Employees under this Plan.
(l) "Employment," with reference to an Employee, means the condition
of being an officer or employee of the Company or one of its Subsidiaries.
Employment, with reference to a Consultant, means the condition of being a
Consultant. Employment, with reference to a Director, means the condition
of being a Director. The change in status of an Eligible Person among the
categories of Employee, Director and Consultant shall not be deemed a
termination of Employment.
(m) "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time, or any successor Act thereto.
(n) "Exercise Price" means the price at which a Share may be purchased by
a Participant pursuant to an Option, as determined by the Committee.
(o) "Fair Market Value" shall mean (i) at such time as there are
closing prices quoted for the Shares, the closing price of Shares on
the relevant date, or (if there were no sales on such date) the next
preceding trading date, all as reported on the principal market for the
Shares, or (ii) at such time as there is a public market quoted without
closing prices, the mean of the closing high bid and low asked on the
relevant date, as reported on the principal market for the Shares, or
(iii) at such time as there is no public market for the Shares, the
value determined from time to time by the Board of Directors.
(p) "Incentive Stock Option" or "ISO" means an option to purchase
Shares from Corfacts, granted under this Plan, which is designated as
an Incentive Stock Option and is intended to meet the requirements of
Section 422 of the Code.
(q) "Insider" shall mean an Eligible Person who is, on the relevant
date, an officer, director, or ten percent (10%) beneficial owner of the
Company, as those terms are defined under Section 16 of the Exchange
Act.
(r) "Nonqualified Stock Option" or "NQSO" means the option to
purchase Shares from Corfacts, granted under this Plan, which is not
intended to be an Incentive Stock Option.
(s) "Option" or "Stock Option" shall mean an Incentive Stock Option
or a Nonqualified Stock Option.
(t) "Participant" means a person who holds an outstanding Award
granted under the Plan.
(u) "Performance Share" shall mean an Award granted to an Eligible
Person pursuant to Article 8 herein.
(v) "Plan" means this 1999 Stock and Stock Option Plan.
(w) "Restricted Stock" means an Award of Stock granted to an Eligible
Person pursuant to Article 7 herein.
(x) "Restriction Period" means the period during which Shares of
Restricted Stock are subject to restrictions or conditions under
Article 7.
(y) "Shares" or "Stock" means the shares of common stock of the Company.
(z) "Subsidiary" shall mean any corporation in which the Company
owns directly, or indirectly through subsidiaries, more than fifty
percent (50%) of the total combined voting power of all classes of
Stock, or any other entity (including, but not limited to, partner
ships and joint ventures) in which the Company owns more than fifty
percent (50%) of the combined equity thereof.
Article 3. Administration
3.1 The Committee. The Plan and all Awards hereunder shall be
administered by one or more Committees of the Board as may be appointed
by the Board for this purpose. The Board may appoint a Committee
specifically responsible for Awards to Insiders (the "Disinterested
Committee"), where each Director on such Disinterested Committee is a
"Non-Employee Director" (or any successor designation for determining
who may administer plans, transactions or awards exempt under Section
16(b) of the Exchange Act), as that term is used in Rule 16b-3 under
the Exchange Act, as that rule may be modified from time to time. If
no specific Committee is appointed by the Board, then the Board in its
entirety shall be the Committee. Any Committee may be replaced by the
Board at any time.
3.2 Authority of the Committee. The Committee shall have full power,
except as limited by law and subject to the provisions herein, to select
the recipients of Awards; to determine the size and types of Awards; to
determine the terms and conditions of such Awards in a manner consistent
with the Plan; to construe and interpret the Plan and any agreement or
instrument entered into under the Plan; to establish, amend, or waive
rules and regulations for the Plan's administration; and (subject to the
provisions of Article 10 herein) to amend the terms and conditions of
any outstanding Award to the extent such terms and conditions are within
the discretion of the Committee as provided in the Plan. Further, the
Committee shall make all other determinations which may be necessary or
advisable for the administration of the Plan.
No Award may be made under the Plan after August 31, 2009.
All determinations and decisions made by the Committee pursuant to the
provisions of the Plan and all related orders or resolutions of the
Board shall be final, conclusive, and binding on all persons, including
the Company, its stockholders, Eligible Persons, Participants, and their
estates and beneficiaries.
Subject to the terms of this Plan, the Committee is authorized, and
shall not be limited in its discretion, to use any of the Performance
Criteria specified herein in its determination of Awards under this Plan.
Article 4. Shares Subject to the Plan
4.1 Number of Shares. Subject to adjustment as provided in Section
4.3 herein, the number of Shares available for grant under the Plan
shall not exceed one million two hundred thousand (1,200,000) Shares.
The Shares granted under this Plan may be either authorized but unissued
or reacquired Shares.
Without limiting the discretion of the Committee under this section,
unless otherwise provided by the Committee, the following rules will
apply for purposes of the determination of the number of Shares available
for grant under the Plan or compliance with the foregoing limits:
(a) The grant of a Stock Option or a Restricted Stock Award shall
reduce the Shares available for grant under the Plan by the number of
Shares subject to such Award. However, to the extent the Participant
uses previously owned Shares to pay the Exercise Price or any taxes, or
Shares are withheld to pay taxes, these Shares shall be available for
regrant under the Plan.
(b) With respect to Performance Shares, the number of Performance
Shares granted under the Plan shall be deducted from the number of
Shares available for grant under the Plan. The number of Performance
Shares which cannot be, or are not, converted into Shares and distributed
to the Participant (after any applicable tax withholding) following
the end of the Performance Period shall increase the number of Shares
available for regrant under the Plan by an equal amount.
4.2 Lapsed Awards. If any Award granted under this Plan is canceled,
terminates, expires, or lapses for any reason, Shares subject to such
Award shall be again available for the grant of an Award under the Plan.
4.3 Adjustments in Authorized Plan Shares. In the event of any
merger, reorganization, consolidation, recapitalization, separation,
liquidation, Stock dividend, split-up, Share combination, or other
change in the corporate structure of the Company affecting the Shares,
an adjustment shall be made in the number and class of Shares which may
be delivered under the Plan, and in the number and class of and/or price
of Shares subject to outstanding Awards granted under the Plan, and/or
the number of outstanding Options, Shares of Restricted Stock, and
Performance Shares constituting outstanding Awards, as may be determined
to be appropriate and equitable by the Committee, in its sole discretion,
to prevent dilution or enlargement of rights.
Article 5. Eligibility and Participation
5.1 Eligibility. All Eligible Persons are eligible to participate
in this Plan.
5.2 Actual Participation. Subject to the provisions of the Plan, the
Committee may, from time to time, select from all Eligible Persons,
those to whom Awards shall be granted and shall determine the nature and
amount of each Award. No Eligible Person is entitled to receive an
Award unless selected by the Committee.
Article 6. Stock Options
6.1 Grant of Options. Subject to the terms and provisions of the
Plan, Options may be granted to Eligible Persons at any time and from
time to time, and under such terms and conditions, as shall be determined
by the Committee. The Committee shall have discretion in determining the
number of Shares subject to Options granted to each Eligible Person. The
Committee may grant ISOs, NQSOs, or a combination thereof. ISOs, however,
may be granted only to Employees.
6.2 Form of Issuance. Each Option grant may be issued in the form of
an Award Agreement and/or may be recorded on the books and records of
the Company for the account of the Participant. If an Option is not
issued in the form of an Award Agreement, then the Option shall be
deemed granted as determined by the Committee. The terms and conditions
of an Option shall be set forth in the Award Agreement, in the notice of
the issuance of the grant, or in such other documents as the Committee
shall determine. Such terms and conditions shall include the Exercise
Price, the duration of the Option, the number of Shares to which an
Option pertains (unless otherwise provided by the Committee, each Option
may be exercised to purchase one Share), and such other provisions as
the Committee shall determine, including, but not limited to whether the
Option is intended to be an ISO or a NQSO.
6.3 Exercise Price.
(a) Unless a greater Exercise Price is determined by the Committee,
the Exercise Price for each ISO awarded under this Plan shall be equal
to one hundred percent (100%) of the Fair Market Value of a Share on the
date the Option is granted. If, however, the Eligible Person owns stock
possessing more than ten percent (10%) of the total combined voting
power of all classes of stock of the Company or of its parent or subsidiary
corporations, then the Exercise Price of an ISO shall be not less
than one hundred ten percent (110%) of the Fair Market Value of a Share
on the date the Option is granted.
(b) The Exercise Price of a NQSO shall be determined by the Committee
in its sole discretion.
6.4 Duration of Options. Each Option shall expire at such time as
the Committee shall determine at the time of grant (which duration may
be extended by the Committee); provided, however, that no Option shall
be exercisable later than the tenth (10th) anniversary date of its grant.
If, however, the Eligible Person owns stock possessing more than ten
percent (10%) of the total combined voting power of all classes of stock
of the Company or of its parent or subsidiary corporations, then no
Option shall be exercisable later than the fifth (5th) anniversary date
of its grant.
6.5 Vesting of Options. Options shall vest at such times and under
such terms and conditions as determined by the Committee; provided,
however, unless a different vesting period is provided by the Committee
at or before the grant of an Option, the Options will vest on the
first anniversary of the grant.
6.6 Exercise of Options. Options granted under the Plan shall be
exercisable at such times and be subject to such restrictions and
conditions as the Committee shall in each instance approve, which need
not be the same for each grant or for each Participant.
Options shall be exercised by delivery of a written notice (including
e-mail and telecopies) to the Secretary of the Company (or, if so
provided by the Company, to its designated agent), which notice shall be
irrevocable, setting forth the exact number of Shares with respect to
which the Option is being exercised and including with such notice
payment of the Exercise Price. When Options have been transferred, the
Company or its designated agent may require appropriate documentation
that the person or persons exercising the Option, if other than the
Participant, has the right to exercise the Option. No Option may be
exercised with respect to a fraction of a Share.
6.7 Payment. The Exercise Price shall be paid in full at the time of
exercise. No Shares shall be issued or transferred until full payment
has been received therefor.
Payment may be made:
(a) in cash, or
(b) unless otherwise provided by the Committee at any time, and
subject to such additional terms and conditions and/or modifications as
the Committee or the Company may impose from time to time, and further
subject to suspension or termination of this provision by the Committee
or Company at any time, by:
(i) delivery of Shares of Stock owned by the Participant
in partial (if in partial payment, then together with cash) or full
payment (if a fractional Share remains after payment of the Exercise
Price in full by previously owned Shares, then the fractional Share
shall be withheld for taxes); provided, however, as a condition to
paying any part of the Exercise Price in Stock, at the time of exercise
of the Option, the Participant must establish to the satisfaction of
the Company that the Stock tendered to the Company has been held by the
Participant for a minimum of six (6) months preceding the tender; or
(ii) if the Company has designated a stockbroker to act as the
Company's agent to process Option exercises, issuance of an exercise
notice together with instructions to such stockbroker irrevocably
instructing the stockbroker: (A) to immediately sell a sufficient
portion of the Shares to pay the Exercise Price of the Options being
exercised and the required tax withholding, and (B) to deliver on the
settlement date the portion of the proceeds of the sale equal to the
Exercise Price and tax withholding to the Company. In the event the
stockbroker sells any Shares on behalf of a Participant, the stockbroker
shall be acting solely as the agent of the Participant, and the Company
disclaims any responsibility for the actions of the stockbroker in
making any such sales. No Stock shall be issued until the settlement
date and until the proceeds (equal to the Option Price and tax with
holding) are paid to the Company.
If payment is made by the delivery of Shares of Stock, the value of
the Shares delivered shall be equal to the Fair Market Value of the
Shares on the day preceding the date of exercise of the Option.
6.8 Termination of Employment. Unless otherwise provided by the
Committee, the following limitations on exercise of Options shall apply
upon termination of Employment:
(a) Termination by Death or Disability. In the event the Employment
of a Participant shall terminate by reason of death or Disability, all
outstanding Options granted to that Participant shall immediately vest
as of the date of termination of Employment and may be exercised, if at
all, no more than three (3) years from the date of the termination of
Employment, unless the Options, by their terms, expire earlier.
(b) Termination for Cause. If the Employment of a Participant shall
be terminated by the Company for Cause, all outstanding Options held by
the Participant shall immediately be forfeited to the Company and no
additional exercise period shall be allowed, regardless of the vested
status of the Options.
(c) Retirement or Other Termination of Employment. If the Employment
of a Participant shall terminate for any reason other than the reasons set
forth in (a) or (b) above, all outstanding Options which are vested as of the
effective date of termination of Employment may be exercised, if at all,
no more than thirty (30) days from the date of termination of Employment,
unless the Options, by their terms, expire earlier. In the event of the
death of the Participant after termination of Employment, this paragraph
(c) shall still apply and not paragraph (a), above.
(d) Options not Vested at Termination. Except as provided in
paragraph (a) above, all Options held by the Participant which are not
vested on or before the effective date of termination of Employment
shall immediately be forfeited to the Company (and shall once again
become available for grant under the Plan).
(e) Notwithstanding the foregoing, the Committee may, in its sole
discretion, establish different terms and conditions pertaining to the
effect of termination of Employment, but no such modification shall
shorten the terms of Options issued prior to such modification.
6.9 Restrictions on Exercise and Transfer of Options. Unless otherwise
provided by the Committee:
(a) During the Participant's lifetime, the Participant's Options
shall be exercisable only by the Participant or by the Participant's
guardian or legal representative. After the death of the Participant,
an Option shall only be exercised by the holder thereof (including, but
not limited to, an executor or administrator of a decedent's estate) or
his guardian or legal representative.
(b) No Option shall be transferable except: (i) in the case of the
Participant, only upon the Participant's death; and (ii) in the case of
any holder after the Participant's death, only by will or by the laws
of descent and distribution.
Article 7. Restricted Stock
7.1 Grant of Restricted Stock. Subject to the terms and provisions
of the Plan, the Committee, at any time and from time to time, may grant
Shares of Restricted Stock to Eligible Persons in such amounts and upon
such terms and conditions as the Committee shall determine. In addition
to any other terms and conditions imposed by the Committee, vesting of
Restricted Stock may be conditioned upon the attainment of Performance
Goals based on Performance Criteria in the same manner as provided in
Section 8.3, herein with respect to Performance Shares.
7.2 Restricted Stock Agreement. The Committee may require, as a
condition to an Award, that a recipient of a Restricted Stock Award
enter into a Restricted Stock Award Agreement, setting forth the terms
and conditions of the Award. In lieu of a Restricted Stock Award
Agreement, the Committee may provide the terms and conditions of an
Award in a notice to the Participant of the Award, on the Stock certificate
representing the Restricted Stock, in the resolution approving the Award, or
in such other manner as it deems appropriate.
7.3 Transferability. Except as otherwise provided in this Article 7,
the Shares of Restricted Stock granted herein may not be sold, trans
ferred, pledged, assigned, or otherwise alienated or hypothecated until
the end of the applicable Restriction Period established by the Committee,
which shall not be less than a period of one year.
7.4 Other Restrictions. The Committee shall impose such other
conditions and/or restrictions on any Shares of Restricted Stock granted
pursuant to the Plan as it may deem advisable including, without limitation,
a requirement that Participants pay a stipulated purchase price
for each Share of Restricted Stock and/or restrictions under applicable
Federal or state securities laws; and may legend the certificates
representing Restricted Stock to give appropriate notice of such restrictions.
The Company shall also have the right to retain the certificates
representing Shares of Restricted Stock in the Company's possession
until such time as all conditions and/or restrictions applicable to such
Shares have been satisfied.
7.5 Removal of Restrictions. Except as otherwise provided in this
Article 7, Shares of Restricted Stock covered by each Restricted Stock
grant made under the Plan shall become freely transferable by the
Participant after the last day of the Restriction Period and completion
of all conditions to vesting, if any. However, unless otherwise pro
vided by the Committee, the Committee, in its sole discretion, shall
have the right to immediately waive all or part of the restrictions and
conditions with regard to all or part of the Shares held by any Participant
at any time.
7.6 Voting Rights, Dividends and Other Distributions. During the
Restriction Period, Participants holding Shares of Restricted Stock
granted hereunder may exercise full voting rights and shall receive all
regular cash dividends paid with respect to such Shares. Except as
provided in the following sentence, in the sole discretion of the
Committee, other cash dividends and other distributions paid to Participants
with respect to Shares of Restricted Stock may be subject to the
same restrictions and conditions as the Shares of Restricted Stock with
respect to which they were paid. If any such dividends or distributions
are paid in Shares, the Shares shall be subject to the same restrictions
and conditions as the Shares of Restricted Stock with respect to which
they were paid.
7.7 Termination of Employment Due to Death or Disability. In the
event the Employment of a Participant shall terminate by reason of death
or Disability, unless otherwise provided by the Committee prior to or at
the time of the Award, all Restriction Periods and all restrictions
imposed on outstanding Shares of Restricted Stock held by the Participant
shall immediately lapse and the Restricted Stock shall immediately become
fully vested as of the date of termination of Employment.
7.8 Termination of Employment for Other Reasons. If the Employment
of a Participant shall terminate for any reason other than those specifically
set forth in Section 7.7 herein, all Shares of Restricted Stock
held by the Participant which are not vested as of the effective date of
termination of Employment immediately shall be forfeited and returned to
the Company.
Article 8. Performance Shares
8.1 Grants of Performance Shares. A Performance Share is equivalent
in value to a Share of Stock. Subject to the terms of the Plan, Performance
Shares may be granted to Eligible Persons at any time and from
time to time, as determined by the Committee. The Committee shall have
complete discretion in determining the number of Performance Shares
awarded to each Participant.
8.2 Performance Period. The Performance Period for Performance
Shares is the period over which the Performance Goals are measured. The
Performance Period is set by the Committee for each Award; however, in
no event shall an Award have a Performance Period of less than one year.
8.3 Performance Goals. For each Award of Performance Shares, the
Committee shall establish performance objectives ("Performance Goals")
for the Company, its Subsidiaries, and/or divisions of any of foregoing,
based on the Performance Criteria and other factors set forth below.
Performance Goals shall include payout tables, formulas or other standards
to be used in determining the extent to which the Performance
Goals are met, and, if met, the number of Performance Shares distributed
to Participants in accordance with Section 8.5. All Performance Shares
which may not be converted under the Performance Goals or which are
reduced by the Committee under Section 8.5 or which may not be converted
for any other reason after the end of the Performance Period shall be
canceled at the time they would otherwise be distributable. When the
Committee desires an Award to qualify under Section 162(m) of the Code,
as amended, the Committee shall establish the Performance Goals for the
respective Performance Shares prior to or within 90 days of the begin
ning of the service relating to such Performance Goal, and not later
than after 25% of such period of service has elapsed. For all other
Awards, the Performance Goals must be established before the end of the
respective Performance Period.
(a) The Performance Criteria which the Committee is authorized to
use, in its sole discretion, are any of the following criteria or any
combination thereof:
(1) Financial performance of the Company (on a consolidated ba
sis), of one or more of its Subsidiaries, and/or a division
of any of the foregoing. Such financial performance may be
based on net income and/or Value Added (after-tax cash operating
profit less depreciation and less a capital charge).
(2) Service performance of the Company (on a consolidated basis),
of one or more of its Subsidiaries, and/or of a division of
any of the foregoing. Such service performance may be based
upon measured customer perceptions of service quality.
(3) The Company's Stock price; return on shareholders' equity;
total shareholder return (Stock price appreciation plus dividends,
assuming the reinvestment of dividends); and/or earnings per share.
(4) With respect to the Company (on a consolidated basis), to one
or more of its Subsidiaries, and/or to a division of any of
the foregoing: sales, costs, market share of a product or
service, return on net assets, return on assets, return on
capital, profit margin, and/or operating revenues, expenses or
earnings.
(b) Except to the extent otherwise provided by the Committee in
full or in part, if any of the following events occur during a Performance
Period and would directly affect the determination of whether or
the extent to which Performance Goals are met, they shall be disregarded
in any such computation: changes in accounting principles; extraordinary
items; changes in tax laws affecting net income and/or Value Added; natural
disasters, including floods, hurricanes, and earthquakes; and intentionally
inflicted damage to property which directly or indirectly damages the
property of the Company or its Subsidiaries. No such adjustment shall be
made to the extent such adjustment would cause the Performance Shares to
fail to satisfy the performance-based exemption of Section 162(m) of the Code.
8.4 Dividend Equivalents on Performance Shares. Unless reduced or
eliminated by the Committee, a cash payment in an amount equal to the
dividend payable on one Share will be made to each Participant for each
Performance Share which on the record date for the dividend had been
awarded to the Participant and not converted, distributed or canceled.
8.5 Form and Timing of Payment of Performance Shares. As soon as
practicable after the applicable Performance Period has ended and all
other conditions (other than Committee actions) to conversion and
distribution of a Performance Share Award have been satisfied (or, if
applicable, at such other time determined by the Committee at or before
the establishment of the Performance Goals for such Performance Period),
the Committee shall determine whether and the extent to which the
Performance Goals were met for the applicable Performance Shares. If
Performance Goals have been met, then the number of Performance Shares
to be converted into Stock and distributed to the Participants shall be
determined in accordance with the Performance Goals for such Awards,
subject to any limits imposed by the Committee. Conversion of Perfor
mance Shares shall occur as soon as reasonably administratively possible
following the determination of the number of Shares to which the Participant
is entitled. At any time prior to the distribution of the Performance Shares,
unless otherwise provided by the Committee, the Committee shall have the
authority to reduce or eliminate the number of Performance Shares to be
converted.
8.6 Termination of Employment Due to Death or Disability. Unless
otherwise provided by the Committee prior to or at the time of an Award,
if the Employment of a Participant shall terminate by reason of death or
Disability, the Participant shall receive a distribution of all out
standing Performance Shares calculated as if all unfinished Performance
Periods had ended with 100% of the Performance Goals achieved, payable
in the year following the date of termination of Employment.
8.7 Termination of Employment for Other Reasons. If the Employment of
a Participant shall terminate for other than a reason set forth
in Section 8.6 (and other than for Cause), the number of Performance
Shares to be converted and distributed shall be converted and distributed
based upon the achievement of the Performance Goals and in accordance with
all other terms of the Award and the Plan; however, the Participant may
receive no more than a prorated payout of all Performance Shares, based on
the portions of the respective Performance Periods that have been completed.
8.8 Termination of Employment for Cause. In the event that a
Participant's Employment shall be terminated by the Company for Cause,
all Performance Shares shall be forfeited by the Participant to the Company.
8.9 Nontransferability. Performance Shares may not be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated, other than by will
or laws of intestacy.
Article 9. Employee Matters
9.1 Employment Not Guaranteed. Nothing in the Plan shall interfere with
or limit in any way the right of the Company or any Subsidiary to terminate
any Participant's Employment at any time, nor confer upon any Participant any
right to continue in the employ of the Company or one of its Subsidiaries.
9.2 Participation. No Eligible Person shall have the right to be
selected to receive an Award under this Plan, or, having been so selected,
to be selected to receive a future Award.
9.3 Claims and Appeals. Any claim under the Plan by a Participant
or anyone claiming through a Participant shall be presented to the
Committee. Any person whose claim under the Plan has been denied may,
within sixty (60) days after receipt of notice of denial, submit to the
Committee a written request for review of the decision denying the
claim. The Committee shall determine conclusively for all parties all
questions arising in the administration of the Plan.
Article 10. Amendment, Modification, and Termination
10.1 Amendment, Modification, and Termination. The Board of
Directors alone shall have the right to alter, amend or revoke the Plan
or any part thereof at any time and from time to time, provided, how
ever, that the Board of Directors may not, without the approval of the
holders of a majority of the voting Shares, make any alteration or
amendment to the Plan which changes the aggregate number of shares of
Common Stock which may be issued under the Plan, extend the term of the
Plan, or change the employees or class of employees eligible to receive
Awards thereunder. The Board may at any time suspend or terminate the
Plan in whole or in part.
10.2 Awards Previously Granted. No termination, amendment, or
modification of the Plan shall adversely affect in any material way any
Award previously granted under the Plan, without the written consent of
the Participant holding such Award.
Article 11. Withholding
11.1 Tax Withholding. The Company shall deduct or withhold an
amount sufficient to satisfy Federal, state, and local taxes (including
the Participant's employment tax obligations) required by law to be
withheld with respect to any taxable event arising or as a result of
this Plan ("Withholding Taxes").
11.2 Share Withholding. With respect to withholding required upon
the exercise of Options, upon the lapse of restrictions on Restricted
Stock, upon the distribution of Performance Shares in the form of Stock,
or upon any other taxable event hereunder involving the transfer of
Stock to a Participant, the Company shall withhold Stock having a Fair
Market Value on the date the tax is to be determined in an amount equal
to the Withholding Taxes on such Stock. Any fractional Share remaining
after the withholding shall be withheld as additional Federal withhold
ing.
Unless otherwise determined by the Committee, when the method of
payment for the Exercise Price is from the sale by a stockbroker,
pursuant to Section 6.7(b)(ii), herein, of the Stock acquired through
the Option exercise, then the tax withholding shall be satisfied out of
the proceeds. For administrative purposes in determining the amount of
taxes due, the sale price of such Stock shall be deemed to be the Fair
Market Value of the Stock.
Prior to the end of any Performance Period a Participant may elect
to have a greater amount of Stock withheld from the distribution of
Performance Shares to pay withholding taxes; provided, however, the
Committee may prohibit or limit any individual election or all such
elections at any time.
11.3 Payment In Lieu of Share Withholding. In any situation in
which the Company would be required to withhold Stock pursuant to Sec 11.2
above, the Participant may, in lieu of all or part of such withholding,
remit to the Company an amount in cash sufficient to satisfy the federal,
state and local withholding tax requirements or may direct the Company to
withhold from other amounts payable to the Participant, including salary.
Article 12. Successors
All obligations of the Company under the Plan, with respect to
Awards granted hereunder, shall be binding on any successor to the
Company, whether the existence of such successor is the result of a
direct or indirect purchase, merger, consolidation, or otherwise, of all
or substantially all of the business and/or assets of the Company.
Article 13. Legal Construction
13.1 Severability. In the event any provision of the Plan shall
be held illegal or invalid for any reason, the illegality or invalidity
shall not affect the remaining parts of the Plan, and the Plan shall be
construed and enforced as if the illegal or invalid provision had not
been included.
13.2 Requirements of Law. The granting of Awards and the issuance
of Shares under the Plan shall be subject to all applicable laws, rules,
and regulations, and to such approvals by any governmental agencies or
national securities exchanges as may be required.
13.3 Securities Law Compliance. With respect to Insiders, transactions
under this Plan are intended to comply with all applicable conditions of Rule
16b-3 or its successors under the Exchange Act. To the extent any provision
of the plan or action by the Committee fails to comply with a condition of
Rule 16b-3 or its successors, it shall not apply to the Insiders or
transactions thereby.
13.4 Governing Law. To the extent not preempted by Federal law,
the Plan, and all agreements hereunder, shall be construed in accordance
with and governed by the laws of the State of New Jersey.
EXH. 5
ROBERT BRANTL, ESQ.
322 Fourth Street
Brooklyn, NY 11215
718-768-6045
November 21, 1999
Corfacts, Inc.
3499 Highway 9 North
Suite 3B
Freehold, New Jersey 07728
Gentlemen:
With reference to the registration statement on Form S-8 which Corfacts, Inc.
proposes to file with the Securities and Exchange Commission, registering (a)
1,200,000 common shares which may be offered and sold by Corfacts, Inc. under
the 1997 Stock and Stock Option Plan and (b) 1,200,000 common shares which may
be offered and sold by Corfacts, Inc. under the 1999 Stock and Stock Option
Plan (collectively, the Shares ), I am of the opinion that all proper
corporate proceedings have been taken so that the Shares, upon sale and
payment therefor in accordance with the Plans, will be legally issued, fully
paid, and nonassessable.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the registration statement referred to
above.
Yours,
/s/ Robert Brantl
------------------
Robert Brantl
<PAGE>
EXH. 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
on Form S-8 of Corfacts, Inc. of our report dated March 31, 1999 on our audit
of the financial statements of Corfacts, Inc. included in the Annual Report
on Form 10-KSB of Corfacts, Inc. for the year ended December 31, 1998.
/s/ Schuhalter, Coughlin & Suozzo, LLC
- --------------------------------------
Schuhalter, Coughlin & Suozzo, LLC
Raritan, New Jersey
November 21, 1999
