As filed with the U.S. Securities and Exchange Commission on May 22, 2000
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
NewBridge Capital, Inc.
(Exact name of Registrant as specified in its charter)
Nevada 33-0877143
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
4695 MacArthur Ct., Suite 530
(Address of Principal Executive Offices, including Zip Code)
The NewBridge Capital Inc. 2000 Stock Plan
(Full title of the plan)
Fred G. Luke, President, 4695 MacArthur Ct., Suite 530, Newport Beach, CA 92660
(Name and address of agent for service)
(949) 833-2094
(Telephone number, including area code, of agent for service)
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Proposed Proposed Maximum Amount of
Title of Amount of Maximum Aggregate Registration
Securities to Shares to be Offering Price Offering Price(1) Fee
be Registered Registered Per Share(1)
$.001 par value
common stock 1,000,000 $4.00 $4,000,000 $1,112.00
Total 1,000,000 $4,000,000 $1,112.00
</TABLE>
________________________________________________________________________________
(1) This calculation is made solely for the purposes of determining the
registration fee pursuant to the provisions of Rule 457(h) under the
Securities Act and is calculated on the basis of (a) the average of the
high and low prices per share of the Common Stock as of May 16, 2000, a
date within five business days prior to the filing of this Registration
Statement.
2
<PAGE>
PROSPECTUS
Newbridge Capital, Inc.
1,000,000 Shares of Common Stock underlying
The NewBridge Capital, Inc. 2000 Stock Plan
This Prospectus relates to the offer and sale by NewBridge Capital,
Incorporated, a Nevada corporation ("NewBridge"), of shares of its $.001 par
value per share common stock (the "Common Stock") to certain employees,
consultants, officers and directors (collectively the "Consultants") pursuant to
The NewBridge Capital, Inc. 2000 Stock Plan (the "Stock Plan"). NewBridge is
registering hereunder and then issuing, as a bonus and/or option, to the
Consultants 1,000,000 shares of the Common Stock under the Stock Plan in
consideration for services rendered.
The Common Stock is not subject to any restriction on transferability.
Recipients of shares other than persons who are "affiliates" of NewBridge within
the meaning of the Securities Act of 1933 (the "Act") may sell all or part of
the shares in any way permitted by law, including sales in the over-the-counter
market at prices prevailing at the time of such sale. An affiliate is summarily,
any director, executive officer or controlling shareholder of NewBridge. The
"affiliates" of NewBridge may become subject to Section 16(b) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), which would limit their
discretion in transferring the shares acquired in NewBridge. If the Consultant
who is not now an "affiliate" becomes an "affiliate" of the NewBridge in the
future, he would then be subject to Section 16(b) of the Exchange Act.
The Common Stock is listed on the OTC bulletin board under the symbol "NBRG".
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is May 19, 2000
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This Prospectus is part of a Registration Statement which was filed and
became effective under the Securities Act of 1933, as amended (the "Securities
Act"), and does not contain all of the information set forth in the Registration
Statement, certain portions of which have been omitted pursuant to the rules and
regulations promulgated by the U.S. Securities and Exchange Commission (the
"Commission") under the Securities Act. The statements in this Prospectus as to
the contents of any contracts or other documents filed as an exhibit to either
the Registration Statement or other filings by NewBridge with the Commission are
qualified in their entirety by the reference thereto.
A copy of any document or part thereof incorporated by reference in this
Prospectus but not delivered herewith will be furnished without charge upon
written or oral request. Requests should be addressed to: 4695 MacArthur Ct.,
Suite 530, Newport Beach, California 92660.
In January 2000, NewBridge, a Nevada corporation completed its merger with
Scientific NRG, Inc., a Minnesota corporation ("Scientific"). As a result,
Scientific's operations merged into NewBridge and Scientific ceased to exist as
a separate entity and as such, all reports of NewBridge incorporated by
reference or referred to herein are reports of Scientific. NewBridge is subject
to the reporting requirements of the Exchange Act and in accordance therewith
files reports and other information with the Commission. These reports, as well
as the proxy statements, information statements and other information filed by
NewBridge under the Exchange Act may be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.
Washington D.C. 20549. Copies may be obtained at the prescribed rates. In
addition, the Common Stock is quoted on the automated quotation system
maintained by the National Association of Securities Dealers, Inc. ("NASD");
thus, copies of these reports, proxy statements, information statements and
other information may also be examined at the offices of the NASD at 1735 K.
Street, N.W. Washington, D.C. 20549.
No person has been authorized to give any information or to make any
representation, other than those contained in this Prospectus, and, if given or
made, such other information or representation must not be relied upon as having
been authorized by NewBridge. This Prospectus does not constitute an offer or a
solicitation by anyone in any state in which such is not authorized or in which
the person making such is not qualified or to any person to whom it is unlawful
to make an offer or solicitation.
Neither the delivery of this Prospectus nor any sale made hereunder shall,
under any circumstances, create any implication that there has not been a change
in the affairs of NewBridge since the date hereof.
4
<PAGE>
TABLE OF CONTENTS
Page
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS 6
ITEM 1. PLAN INFORMATION 6
DOCUMENTS INCORPORATED BY REFERENCE AND ADDITIONAL INFORMATION 7
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION 7
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 8
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE 8
ITEM 4. DESCRIPTION OF SECURITIES 8
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL 8
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS 9
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED 9
ITEM 8. EXHIBITS 9
ITEM 9. UNDERTAKINGS 10
SIGNATURES 12
EXHIBIT INDEX 13
5
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
GENERAL INFORMATION
NewBridge Capital Inc.
NewBridge has its principal executive offices at: 4695 MacArthur Ct., Suite
530, Newport Beach, California.
Purposes
The Common Stock will be issued by NewBridge pursuant to the Stock Plan
approved by the Board of Directors of NewBridge (the "Board of Directors"). The
Stock Plan is intended to provide a method whereby NewBridge may provide an
increased incentive for individuals to render services to NewBridge in the
future and to exert maximum effort for the success of NewBridge's business,
thereby advancing the interests of NewBridge, and all of its shareholders. The
Stock Plan is effective from April 6, 2000 and continues to April 6, 2003. A
copy of the Stock Plan has been filed as an exhibit to this Registration
Statement.
Common Stock
The Board of Directors has authorized the issuance of up to 1,000,000
shares of the Common Stock underlying the Stock Plan upon effectiveness of this
Registration Statement.
The Consultants
NewBridge's Board of Directors or Committee shall grant the right to
receive Common Stock to the Consultants for services rendered to, or to be
rendered to, or on behalf of, NewBridge such that the fair market value of the
Shares approximates the fair market value of services as determined at the
discretion of the Board of Directors.
No Restrictions on Transfer
The Consultants will become the record and beneficial owners of the shares
of Common Stock upon issuance and delivery and are entitled to all of the rights
of ownership, including the right to vote any shares awarded and to receive
ordinary cash dividends on the Common Stock.
Tax Treatment to the Consultant
The Common Stock is not qualified under Section 401 (a) of the Internal
Revenue Code. The Consultant, therefore, will be deemed for federal income tax
purposes to recognize ordinary income during the taxable year in which the first
of the following events occurs: (a) the shares become freely transferable, or
(b) the shares cease to be subject to a substantial risk of forfeiture.
Accordingly, the Consultant will receive compensation taxable at ordinary rates
equal to the fair market value of the shares on the date of receipt since there
will be no substantial risk of forfeiture or other restrictions on transfer. If,
however, the Consultant receives shares of common stock pursuant to the exercise
of an option or options at an exercise price below the fair market value of the
shares on the date of exercise, the difference between the exercise price and
the fair market value of the stock on the date of exercise will be deemed
ordinary income for federal income tax purposes. The Consultant is urged to
consult his tax advisor on this matter. Further, if any recipient is an
"affiliate", Section 16(b) of the Exchange Act is applicable and will affect the
issue of taxation.
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<PAGE>
Tax Treatment to NewBridge
The amount of income recognized by any recipient hereunder in accordance
with the foregoing discussion will be an expense deductible by NewBridge for
federal income tax purposes in the taxable year of NewBridge during which the
recipient recognizes income.
Restrictions on Resales
In the event that an affiliate of NewBridge acquires shares of of Common
Stock hereunder, the affiliate will be subject to Section 16(b) of the Exchange
Act. Further, in the event that any affiliate acquiring shares hereunder has
sold or sells any shares of Common Stock in the six months preceding or
following the receipt of shares hereunder, any so called "profit", as computed
under Section 16(b) of the Exchange Act, would be required to be disgorged from
the recipient to NewBridge. Services rendered have been recognized as valid
consideration for the "purchase" of shares in connection with the "profit"
computation under Section 16(b) of the Exchange Act. NewBridge has agreed that
for the purpose of any "profit" computation under 16(b) the price paid for the
common stock issued to affiliates is equal to the value of services rendered.
Shares of Common Stock acquired hereunder by persons other than affiliates are
not subject to Section 16(b) of the Exchange Act.
DOCUMENTS INCORPORATED BY REFERENCE AND ADDITIONAL INFORMATION
NewBridge hereby incorporates by reference reports of its predecessor,
Scientific NRG, Inc. including (i) its annual report on Form 10-KSB for the year
ended June 30, 1999 filed pursuant to Section 13 of the Exchange Act, (ii) any
and all Forms 10-Q (or 10-QSB) filed under the Securities or Exchange Act
subsequent to any filed Form 10K (or 10-KSB), as well as all other reports filed
under Section 13 of the Exchange Act, and Form 8-K filings, if any, and (iii)
its annual report, if any, to shareholders delivered pursuant to Rule 14a-3 of
the Exchange Act. In addition, all further documents filed by NewBridge pursuant
to Section 13, 14, or 15(d) of the Exchange Act prior to the termination of this
offering are deemed to be incorporated by reference into this Prospectus and to
be a part hereof from the date of filing. All documents which when together,
constitute this Prospectus, will be sent or given to participants by the
Registrant as specified by Rule 428(b)(1) of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information
A copy of any document or part thereof incorporated by reference in this
Registration Statement but not delivered with this Prospectus or any document
required to be delivered pursuant to Rule 428(b) under the Securities Act will
be furnished without charge upon written or oral request. Requests should be
addressed to: 4695 MacArthur Ct., Suite 530, Newport Beach, California 92660.
7
<PAGE>
Legal Opinion and Experts
Richard O. Weed has rendered an opinion on the validity of the securities
being registered. Mr. Weed is a former director of NewBridge's predecessor,
Scientific NRG, Inc., and owns, prior to this offering, 56,395 shares of
NewBridge common stock. Mr. Weed holds an option to acquire up to 100,000 shares
of NewBridge common stock at $3.00 per share.
The financial statements of NewBridge incorporated by reference in
NewBridge's Annual Report (Form 10-KSB), filed under the name Scientific NRG,
Inc., for the year ended June 30, 1999 have been audited by McKennon, Wilson &
Morgan LLP, independent auditors, as set forth in their report incorporated
herein by reference and are incorporated herein in reliance upon such report
given upon the authority of the firm as experts in auditing and accounting.
Indemnification of Officers and Directors
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, or persons controlling the Company, the
Company has been informed that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Registrant hereby states that (i) all documents set forth in (a) through
(c), below, are incorporated by reference in this registration statement, and
(ii) all documents subsequently filed by registrant pursuant to Section 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, 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, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents.
(a) Registrant's latest Annual Report, whether filed pursuant to Section
13(a) or 15(d) of the Exchange Act;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by annual report
referred to in (a), above; and
(c) The latest prospectus filed pursuant to Rule 424(b) under the
Securities Act.
Item 4. Description of Securities
No description of the class of securities (i.e. the $.001 par value Common
Stock) is required under this item because the Common Stock is registered under
Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel
Richard O. Weed, counsel to the NewBridge and a former Director of
NewBridge's predecessor, Scientific NRG, Inc., owns 56,395 shares of common
stock. Mr. Weed holds an option to acquire up to 100,000 shares of NewBridge
common stock at $3.00 per share.
8
<PAGE>
Item 6. Indemnification of Directors and Officers
Under Nevada law, a corporation may indemnify its officers, directors,
employees and agents under certain circumstances, including indemnification of
such person against liability under the Securities Act of 1933. A true and
correct copy of Section 78.7502 of Nevada Revised Statutes that addresses
indemnification of officers, directors, employees and agents is attached hereto
as Exhibit 99.
In addition, Section 78.037 of the Nevada Revised Statutes and NewBridge's
Articles of Incorporation and Bylaws provide that a director of this corporation
shall not be personally liable to the corporation or its stockholders for
monetary damages due to breach of fiduciary duty as a director except for
liability (a) for acts or omissions which involve intentional misconduct, fraud
or a knowing violation of law; or (b) for the payments of distribution in
violation of Nevada Revised Statute 78.300.
The effect of these provisions may be to eliminate the rights of NewBridge
and its stockholders (through stockholders' derivative suit on behalf of
NewBridge) to recover monetary damages against a director for breach of
fiduciary duty as a director (including breaches resulting from negligent or
grossly negligent behavior) except in the situations described in clauses (a) -
(b) of the preceding paragraph.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
(a) The following exhibits are filed as part of this registration
statement pursuant to Item 601 of Regulation S-K and are specifically
incorporated herein by this reference:
Exhibit No. Title
5.1 Opinion of Counsel re: Legality
10.1 The NewBridge Capital Inc. 2000 Stock Plan
23.1 Consent of Richard O. Weed, special counsel to
registrant, to the use of his opinion with
respect to the legality of the securities being
registered hereby and to the references to him in
the Prospectus filed as a part hereof.
23.2 Consent of McKennon, Wilson & Morgan LLP
99.1 Section 78.7502 of Nevada Revised Statutes
9
<PAGE>
Item 9. Undertakings
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of registrant
pursuant to the foregoing provisions, or otherwise, registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by registrant of expenses
incurred or paid by a director, officer or controlling person of 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, 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 is against public policy
as expressed in the Act and will be governed by the final adjudication of such
issue.
Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to:
(i) include any prospectus required by Section 10 (a) (3) of the
Securities Act;
(ii) reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represents a fundamental change in the information
set forth in the registration statement; and
(iii) 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.
provide, however, paragraphs (i) and (ii) shall not apply if the
information required to be included in a post-effective amendment by
those paragraph is incorporated by reference from period reports filed
by the registrant small business issuer under the Exchange Act.
(2) That, for the purpose of determining any liability under the
Securities Act, each post-effective amendment to the registration
statement shall be deemed to be a new registration statement relating
to the securities offered therein and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
10
<PAGE>
(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) To deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual
report to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements of
Rule 14a-3 or Rule 14e-3 under the Securities Exchange Act of 1934;
and, where interim financial information require to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to
deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide
such interim financial information.
Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of registrant's annual
report pursuant to Section 13(a) of the Securities Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
11
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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 to be signed on its behalf by the undersigned thereunto duly
authorized in the City of Newport Beach, State of California on May 19, 2000.
NEWBRIDGE CAPITAL, INC.
(Registrant)
By: /s/ Fred G. Luke
Fred G. Luke, President
Pursuant to the requirements of the 1933 Act, this registration statement
or amendment has been signed by the following persons in the capacities and on
the dates indicated:
Signatures Title Date
/s/ Fred G. Luke President and Director May 19, 2000
Fred G. Luke
/s/ Jon L. Lawver Secretary and Director May 19, 2000
Jon L. Lawver
/s/ Leonard Roman Director and Principal May 19, 2000
Leonard Roman Accounting Officer
12
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FORM S-8 REGISTRATION STATEMENT
EXHIBIT INDEX
The following Exhibits are filed as part of this registration statement
pursuant to Item 601 of Regulation S-K and are specifically incorporated herein
by this reference:
Exhibit
Number in
Registration
Statement Description Page
5.1 Opinion of Counsel 14
10.1 The NewBridge Capital 2000 Stock Plan 16
23.1 Consent of Richard O. Weed to Use of Opinion 19
23.2 Consent of McKennon, Wilson & Morgan, LLP 20
99.1 Section 78.7502 of Nevada Revised Statutes 21
13
<PAGE>
EXHIBIT 5.1
OPINION OF COUNSEL
Weed & Co. L.P.
4695 MacArthur Court, Suite 530, Newport Beach, California 92660
Telephone (949) 475-9086 Facsimile (949) 475-9087
Email: [email protected]
Writer's Direct Number
(949) 475-7730
May 19, 2000
Board of Directors
NewBridge Capital, Inc.
4695 MacArthur Court
Suite 530
Newport Beach, CA 92660
RE: Form S-8 Registration Statement
Dear Members of the Board:
As special project counsel to NewBridge Capital, Incorporated, a Nevada
corporation (the "Company"), in connection with that certain Form S-8
registration statement dated April 25, 2000, I have been asked to provide an
opinion of counsel as to the legality of the securities being registered,
indicating whether they will, when sold, be legally issued, fully paid and
non-assessable.
I am of the opinion that:
1. The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Nevada,
the jurisdiction of its incorporation.
2. The terms and provisions of the common stock conform to the
description thereof contained in the registration statement, and the
form of the stock certificates used to evidence the common stock are
in good and proper form and no stockholder is entitled to preemptive
rights to subscribe for or purchase any of the common stock,
3. The issuance and the sale of the shares of common stock has been duly
and validly authorized and the securities will, when sold, be duly
legally issued, fully paid and non-assessable shares of common stock
of the Company.
This opinion is limited to matters existing as of this date and no
responsibility is assumed to advise you of changes (factual or legal) which may
hereafter occur, whether deemed material or not.
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This opinion is not to be used, circulated, quoted or otherwise referred to
in whole or in part for any other purpose, except as set forth in my consent.
Very truly yours,
/s/ Richard O. Weed
Richard O. Weed
15
<PAGE>
EXHIBIT 10.1
THE NEWBRIDGE CAPITAL INC. 2000 STOCK PLAN
1. Purpose of the Plan
The purpose of the NewBridge Capital Inc. 2000 Stock Plan ("Plan") is to
provide means by which NewBridge Capital Inc., a Nevada corporation ("Company"),
may compensate key employees, advisors, and consultants by issuing to them
shares of its capital stock in exchange for services, and to thereby conserve
the Company's cash resources. In addition, equity ownership will provide
increased incentive for such individuals to render services to the Company in
the future and to exert maximum effort for the success of the Company's
business.
2. Definitions
The following definitions apply the provisions of this Plan:
A. "Board" means the Company's Board of Directors
B. "Common Stock" means the Company's $.001 par value common stock
C. "Committee" means the Committee appointed by the Board in accordance
with paragraph A of Section 3 of this Plan. If no Committee is
appointed, "Committee" refers to the Board.
D. "Employee" means any person, including officers, directors, employees,
advisors, and consultants employed by the Company or any Subsidiary on
either a full-time or part-time basis.
3. Administration of the Plan
A. Procedure. The board shall administer the Plan. The Board may appoint
a Committee of not less than three (3) Board members to administer the
Plan, subject to such terms and conditions as the Board may prescribe.
Once appointed, the Committee shall continue to serve until the Board
otherwise directs. From time to time, the Board may increase the
Committee size and appoint additional members, fill vacancies, however
caused, and remove all members and thereafter directly administer the
Plan. Members of the Committee who are either eligible for Shares
under this Plan or have been granted Shares under this Plan may vote
on any matters affecting the Plan administration or granting any
Shares under the Plan; provided that no such member shall act upon the
granting of Shares to himself or herself, but any such member may be
counted in determining the existence of a quorum at any meeting during
which such action is taken.
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B. Powers of the Committee. The Committee shall have the authority to (i)
based on relevant information, to determine the fair market value of
the Common Stock; (ii) to determine the value of the services rendered
or to be rendered to the Corporation, (iii) the Employees or
Consultants to whom and the time or times when Common Stock shall be
granted and the number of Shares to be issued; (iv) to interpret the
Plan; (v) to prescribe, amend and rescind rules and regulations
relating to the Plan; (vi) to authorize any person to execute on the
Company's behalf any instrument required to effectuate a grant of
Common Stock; and (vii) to make all other determinations deemed
necessary or advisable for administering the Plan.
C. Effect of Committee's Decision. All decisions, determinations, and
interpretations of the Committee shall be final and binding on any and
all holders of Common Stock granted under the Plan.
4. Shares Reserved
A total of One Million (1,000,000) shares of Common Stock shall be subject
to the Plan and shall be and are hereby reserved for issuance under the
Plan. Such Shares shall be unissued or previously issued shares reacquired
and held by the Company. Any such shares which remain unsold when the Plan
terminates shall cease to be reserved for the Plan but, until termination,
the Company shall at all times reserve a sufficient number of shares to
meet the Plan's requirements.
5. Eligibility
Common Stock may be issued under this Plan only to Employees for services
rendered to the Company or on the Company's behalf as determined by the
Board or the Committee. Common stock may not be issued under this Plan for
services in connection with a capital raising transaction for the Company.
An Employee who has been issued Common Stock under the Plan, if he or she
is otherwise eligible, may be granted additional Common Stock.
6. Continuation of Employment
Neither the Plan or the issuance of any Common Stock under the Plan shall
confer upon any Employee any right with respect to continuing employment
with the Company, nor shall it interfere in any way with his or her right
or the Company's right to terminate his or her employment or other position
at anytime.
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7. Fair Market Value Limitation
The Company's Board of Directors or Committee shall grant the right to
receive Common Stock to Employees for services rendered to, or to be
rendered to, or on behalf of, the Company such that the fair market value
of the Shares approximates the fair market value of the services.
Determination of fair market value shall be within the business discretion
of the Board of Directors and/or Committee.
8. Investment Representation
Each Employee granted Shares under this Plan shall represent in writing
that s/he is acquiring the shares for investment and not for resale or to
distribute the Shares to the public. Upon demand, delivery of such a
representation prior to the delivery of any shares issued shall be a
condition precedent to the right of the Employee to receive Shares under
the Plan.
9. Amendments or Termination
The Board of Directors may amend, alter or discontinue the Plan.
10. Compliance with Other Laws and Regulations
The Plan, the grant, and issuance of Shares under the Plan shall be subject
to all applicable federal and state laws, rules and regulations and to such
approvals by the governmental or regulatory agency as may be required. The
Company shall not be required to issue or deliver any certificates for
shares of Common Stock prior to the completion of any registration or
qualification of such shares under any federal or state law, or any ruling
or regulation of any governmental body which the Company shall, in its sole
discretion, determine to be necessary or advisable. Further, it is the
intention of the Company that the Plan comply in all respects with the
provisions of Rule 16b-3 of the Securities and Exchange Act of 1934, as
amended. If any Plan provision is found not to be in compliance with Rule
16b-3, the provision shall be deemed null and void.
11. Effectiveness and Expiration of the Plan
The Plan shall be effective on April 6, 2000, and continue to April 6,
2003, three years after the effective date of the Plan, and thereafter no
Shares shall be granted under the Plan.
APPROVED THIS EFFECTIVE DAY THE 6TH DAY OF APRIL BY THE BOARD OF DIRECTORS
/s/ Fred Luke
Fred Luke, Director
/s/ Jon L. Lawver
Jon L. Lawver, Director
/s/ Leonard Roman
Leonard Roman, Director
18
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EXHIBIT 23.1
CONSENT OF RICHARD O. WEED TO USE OF OPINION
Weed & Co. L.P.
4695 MacArthur Court, Suite 530, Newport Beach, California 92660
Telephone (949) 475-9086 Facsimile (949) 475-9087
Email: [email protected]
Writer's Direct Number
(949) 475-7730
May 19, 2000
Board of Directors
NewBridge Capital, Incorporated
4695 MacArthur Ct., Suite 530
Newport Beach, CA 92660
RE: Consent to Use of Opinion in Form S-8 Registration Statement
Dear Members of the Board:
I hereby consent to the use of my opinion as an exhibit to the Form S-8
registration statement being filed by NewBridge Capital, Inc.
Sincerely yours,
/s/ Richard O. Weed
Richard O. Weed
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EXHIBIT 23.2
CONSENT OF McKENNON, WILSON & MORGAN LLP
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of NewBridge Capital, Inc. of our report dated October 4,
1999, relating to the financial statements, which appears in the Annual Report
on Form 10-KSB for the year ended June 30, 1999. We also consent to the
reference to us under the heading "Experts" in such registration statement.
/s/McKennon, Wilson & Morgan LLP
McKennon, Wilson & Morgan LLP
Irvine, California
May 17, 2000
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EXHIBIT 99.1
SECTION 78.7502 OF NEVADA REVISED STATUTES
78.7502. Discretionary and mandatory indemnification of officers, directors,
employees and agents: General provisions.
1. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, except an action by or in the right of the corporation,
by reason of the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer or employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
against expenses, including attorneys' fees, judgment, fines and amounts
paid in settlement actually and reasonably incurred by him in connection
with the action, suit or proceeding if he acted in good faith and in a
manner which he reasonably believed to be in and not opposed to the best
interests of the corporation, and, with respect to any criminal action
or proceeding had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction or upon a plea of nolo contendere or its
equivalent, does not, of itself, create a presumption that the person
did not act in good faith and in a manner which he reasonably believed
to be in and not opposed to the best interests of the corporation, and
that, with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.
2. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably incurred by him
in connection with the defense or settlement of the action or suit if he
acted in good faith and in a manner which he reasonably believed to be
in or not opposed to the best interests of the corporation.
Indemnification may not be made for any claim, issue or matters to which
such a person has been adjudged by a court of competent jurisdiction,
after exhaustion of all appeals therefrom, to be liable to the
corporation or for amounts paid in settlement to the corporation, unless
and only to the extent that the court in which the action or suit was
brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the
person is fairly and reasonably entitled to indemnify for such expenses
as the court deems proper.
3. To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections 1 and 2, or in
defense of any claim, issue or matter therein, the corporation shall
indemnify him against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection with the defense.
