SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 30, 1996
SYNERGY MEDIA, INC.
Formerly Sierra Solids, Inc.
(Exact name of registrant as specified in its charter)
Nevada 33-128 87-0443269
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File No.) Identification No.)
260 Regency Parkway, Suite 220, Omaha, Nebraska 68114
(Address of principal executive offices) (Zip Code)
(402) 343-0191
(Registrant's telephone number, including area code)
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Item 5. Other Events
The following items were presented for shareholder approval at a special
meeting of the Synergy Media, Inc., a Nevada corporation (the "Company")
shareholders held at the Company's principal executive office, on May 27, 1996:
1. The shareholders of the Company authorized the Company to amend the its
Articles of Incorporation and its Bylaws to allow the Company to create one
million (1,000,000) Preferred Shares and to authorize the Board of Directors
to designate and determine the preferences, limitations and relative rights
of the Preferred Shares. The Preferred Shares may be issued in one or more
series as determined by the Board of Directors.
2. The shareholders of the Company ratified the 1995 Stock Option Plan B
(the "Plan") which was adopted by the Board of Directors on December 1, 1995.
This Plan authorizes the Company to issue 2,000,000 options to directors,
officers, employees and other persons making significant contributions to the
Company's success. The options will be exercisable to purchase 2,000,000
shares of Company Common Stock on such terms and at such prices as shall be
determined by the Board of Directors or a duly authorize
3. The shareholders of the Company also approved and authorized an amendment
to its Articles of Incorporation and its bylaws to increase the maximum number
of Company directors from seven (7) to nine (9).
Item 7. Exhibits
No. Description
99.1 The Synergy Media, Inc., "1995 Stock Option Plan B" as adopted by
the Board of Directors on December 1, 1995 and ratified by the
Company's shareholders on May 27, 1996.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Synergy Media, Inc.
By: James R. Saker
James R. Saker, President
Date: May 30, 1996
SYNERGY MEDIA, INC.
1995 Stock Option Plan B
The Board of Directors of Synergy Media, Inc., a Nevada corporation, (the
"Company") hereby adopts this 1995 Stock Option Plan B (the "Plan") this 1st
day of December, 1995, under which options to acquire stock of the Company
may be granted from time to time to employees of the Company or its
subsidiaries. In addition, at the discretion of the Board of Directors (the
"Board"), options to acquire stock of the Company may from time to time be
granted under this Plan to other individuals who contribute to the success of
the Company or its subidiaries and are not employees of the Company, all on the
terms and conditions set forth herein.
1. Purpose of the Plan. The Plan is intended to aid the Company in
maintaining and developing a management team, attracting qualified officers
and employees capable of assisting in the future success of the Company, and
rewarding those individuals who have contributed to the success of the
Company. It is designed to aid the Company in retaining the services of
executives and employees and in attracting new personnel when needed for
future operations and growth and to provide such personnel with an incentive
to remain employees, but who are perceived by management as having
contributed business and operations to the Company. The above aims will be
effecuated through the granting of options ("Options") to purchase share of
the Company's Common Stock, par value $0.001 per share (the "Stock"), subject
to the terms and conditions of this Plan.
2. Effective Date. The Plan shall become effective immediately upon adoption
by the Board.
3. Administration of the Plan. Administration of the Plan shall be
determined by the Board. Subject to compliance with applicable provisions of
the governing law, the Board may delegate administration of the Plan or
specific administrative duties with respect to the Plan, on such terms and to
such committees of the Board as it deems proper. Any Option approved by the
Board shall be approved by a majority vote of those members of the Board in
attendance at a meeting at which a quorum is present. Any Option approved by
a committee desingated by the Board shall be approved as specified by the
Board at the time of delegation. The interpretation and construction of the
terms of the Plan by the Board or a duly authorized committee shall be final
and binding on all participants in the Plan absent a showing of demonstrable
error. No member of the Board or duly authorized committee shall be liable
for any action taken or determination made in good faith with respect to the
Plan.
4. Shares of Stock Subject to the Plan. A total of two million (2,000,000)
shares of Stock may be subject to, or issued pursuant to, Options granted
under the terms of this Plan. Any shares subject to an Option under the
Plan, which Option for any reason expires or is forfeited, terminated or
surrendered unexercised as to such shares, shall be added back to the total
number of shares reserved for issuance under the terms of this Plan. If any
right to acquire Stock granted under the Plan is exercised by the delivery of
shares of Stock or the relinquishment of rights to shares of Stock, only the
net shares of Stock issued (the shares of Stock issued less the shares of Stock
surrendered) shall count against the total number of shares reserved for
issuance under the terms of the Plan.
5. Reservation of Stock Subject to the Plan. At the time of granting any
Option under the terms of this Plan, there will be reserved for issuance on the
exercise of the Option the number of shares of Stock of the Company subject to
such Option. The Company may reserve either authorized but unissued shares or
issued shares that have been reacquired by the Company.
6. Eligibility. Options under the Plan may be granted to employees, including
officers of the Company or its subsidiaries, as may be existing from time to
time, and to other individuals who are not employees of the Company as may be
deemed in the Company's best interest by the Board or a duly authorized
committee. Such Options shall be in the amounts, and shall have the rights and
be subject to the restrictions determined by the Board or a duly authorized
committee, all as may be within the general provisions of this Plan.
7. Term of Options and Certain Limitations on Right to Exercise.
(a) Each Option shall have the term established by the Board or duly
authorized committee at the time the Option is granted, but in no event may an
Option have a term in excess of five (5) years.
(b) The term of the Option, once it is granted, may be reduced only as
provided for in this Plan under the written provisions of the Option.
(c) Unless otherwise specifically provided by the written provisions of the
Option, no holder or his or her legal representative, legatee or distributee
will be, or shall be deemed to be a holder of any shares subject to an Option
unless and until the holder exercises his or her right to acquire all or a
portion of the Stock subject to the Option and delivers the required
consideration to the Company in accordance with the terms of this Plan and then
only to the extent of the number of shares of Stock acquired, except as
specifically provided by the written provisions of the Option, no adjustment to
the exercise price or the number of shares of Stock subject to the Option shall
be made for dividends or other rights for which the record date is prior to the
date the Stock subject to the Option is acquired by the holder.
(d) Options under the Plan shall vest and become exercisable at such time or
times and on such terms as the Board or a duly authorized committee shall
determine at the time of the grant of the Option.
(e) Options under the Plan shall contain such provisions, including without
limitation, further restrictions on the vesting and exercise of the Option, as
the Board or a duly authorized committee shall deem advisable.
(f) In no event may an option be exercised after the expiration of its term.
8. Exercise Price. The exercise price of each Option issued under the Plan
shall be determined by the Board or a duly authorized committee on the date it
is granted.
9. Payment of Exercise Price. The exercise of any Option shall be contingent
on receipt by the Company of cash, certified bank check to its order or other
consideration acceptable to the Company; provided that at the discretion of
the Board or a duly authorized committee, the written provisions of the
Option may provide that payment can be made in whole or in part in shares of
Stock of the Company, which Stock shall be valued at its then fair market
value as determined by the Board or a duly authorized committee, or by the
surrender or cancellation of other rights to Stock of the Company. Any
consideration approved by the Board or a duly authorized committee, that
calls for the payment of the exercise price over a period of more than one
year shall provide for interest, which shall not be included as part of the
exercise price, that is equal to or exceeds the imputed interest provided
for in Section 483 of the Code or any amendment or successor section of
like tenor.
10. Withholding. If the grant or exercise of an Option pursuant to this Plan
is subject to withholding or other trust fund payment requirements of the Code
or applicable state or local laws, such requirements may at the discretion of
the Board or a duly authorized committee and to the extent permitted by the
terms of the Option and the then governing provisions of the Code and the
Exchange Act, be met (i) by the holder of the Option either delivering shares
of Stock or canceling Options or other rights to acquire Stock with a fair
market value equal to such requirements; (ii) by the Company withholding
shares of Stock subject to the Option with a fair market value equal to such
requirements; or (iii) by the Company making such withholding or other trust
fund payment and the Option holder reimbursing the Company such amount paid
within 10 days after written demand therefor from the Company.
11. Adjustments. In the event that the number of shares of Stock the Company
has issued and outstanding is increased pursuant to a stock split or a stock
dividend, the number of shares of Stock then covered by each outstanding Option
granted hereunder shall be increased proportionately, with no increase in the
total purchase price of the shares then so covered, the number of shares of
Stock subject to the Plan shall also be increased by the same proportion. In
the event the number of shares of Stock the shares of Stock then covered by
each outstanding Option granted hereunder shall be reduced proportionately,
with no reduction in the total purchase price of the shares then so covered,
and the number of shares of Stock subject to the Plan shall be reduced by
the same proportion. In the event the Company should transfer assets to
another corporation and distribute the stock of such other corporation
without the surrender of Company Stock, and if such distribution is not
taxable as a dividend and no gain or loss is recognized by reason of Section
355 of the Code or any amendment or successor statute of like tenor, then
the total purchase price of the Stock covered by each outstanding Option
shall be reduced by an amount that bears the same ratio to the total purchase
price then in effect as the market value of the stock distributed in respect
of a share of Company Stock, immediately following the distribution, bears
to the aggregate of the market value at such time of a share of Company
Stock plus the stock distributed in respect thereof. In the event the
Company distributes the stock of a subsidiary to its shareholder, makes a
distribution of a major portion of its assets, or otherwise distributes
significant portion of the value of its issued and outstanding Stock to its
shareholder, the number of shares then subject to each outstanding Option
and the Plan, or the exercise price of each outstanding Option, may be
adjusted in the reasonable discretion of the Board or duly authorized
committee. All such adjustments shall be made by the Board or a duly
authorized committee, whose determination upon the same, absent demonstrable
error, shall be final and binding on all participants under the Plan. No
fractional shares shall be issued, and any fractional shares resulting from
the computations pusuant to this section shall be eliminated from the
respctive Option. No adjustment shall be made for cash dividends, for the
issuance to stockholders of rights to subscribe for additional Stock or
other securities.
12. Options to Foreign Nationals. The Board or a duly authorized committee
may, in order to fulfill the purposes of this Plan and without amending the
Plan, grant Options to foreign nationals or individuals residing in foreign
countries that contain provisions, restrictions and limitations different from
those set forth in this Plan and the Options made to United States residents in
order to recognize differences among the countries in law, tax policy and
custom. Such grants shall be made in an attempt to provide such individuals
with essentially the same benefits as contemplated by a grant to United States
residents under the terms of this Plan.
13. Assignment. No option granted under this Plan shall be transferable other
than by will or the laws of descent and distribution or pursuant to a qualified
domestic relations order as defined in the Code. Except as permitted by the
foregoing, each Option granted under the Plan and the rights and privileges
thereby conferred shall not be transferred, assigned, pledged or hypothecated in
any way (whether by operation of law or otherwise), and shall not be subject to
execution, attachment or similar process. On any attempt to transfer, assign,
pledge, hypothecate or otherwise dispose of the Option or any right or
privilege conferred thereby, contrary to the provisions thereof, or on the
levy of any attachment or similar process on such rights and privileges, the
Option and such rights and privileges shall immediately become null and void.
14. Effect of Termination of Employment. In the event that any holder is
terminated or resigns from his or her position with the Company or a subsidiary
within six months of the grant of an award, and unexercised portion of such
Option shall immediately become null and void and such holder shall have no
further rights thereunder. In the event that any officer or employee of the
Company or a subsidiary is terminated at any time for, in the determination
of the Board or a duly authorized committee, gross negligence in the
performance of his or her duties, substantial failure to meet written
standards established by the Company for the performance of his or her
duties, criminal misconduct or willful or gross misconduct in the performance
of his or her duties, the Board or a duly authorized committee may cancel any
and all rights such individual may have in the unexercised portion of any
Option held at the time of termination. The Board or a duly authorized
committee may, at the time of the grant of the Option, establish any other
restrictions on the exercise of such Option subsequent to the termination or
resignation of any individual who deems it appropriate. The foregoing
paragraph shall not apply to consultants who are issued options.
15. Listing and Registration of Shares. Each Option shall be subject to the
requirements that if at any time the Board shall determine, in its sole
discretion, that it is necessary or desirable to list register or qualify the
shares covered thereby on any securities exchange or under any state or federal
law, or obtain the consent or approval of any governmental agency or regulatory
body as a condition of, or in connection with, the granting of such Option or
the issuance or purchase of shares thereunder, such Option may not be exercised
in whole or in part unless and untilsuch listing, reistration, consent or
approval shall have been effected or obtained free of any conditions not
acceptable to the Board.
16. Expiration and Termination of the Plan. The Plan may be abandoned or
terminated at any time by the Board or a duly authorized committee except with
respect to any Options then outstanding under the Plan. The Plan shall
otherwise terminate on the earlier of the date that is; (i) ten years after
the date the Plan is adopted by the Board; or (ii) ten years after the date
the Plan is approved by the shareholders of the Company.
17. Form of Options. Options granted under the Plan shall be represented by a
written agreement which shall be executed by the Company and the holder and
which shall contain such terms and conditions as may be determined by the Board
or a duly authorized committee and permitted under the terms of this Plan.
18. No Right of Employment. Nothing contained in this Plan or an Option
awarded pursuant to this Plan shall be construed as conferring upon a director,
officer or employee any right to continue or remain as a director, officer or
employee of the Company or its subsidiaries.
19. Amendment of the Plan. This Plan may not be amended more that once during
any six month period, other than to comport with changes in the Code or the
Employee Retirement Income Security Act or the rules and regulations
promulgated thereunder. Subject to the foregoing and any limitations, the
Board or a duly authorized committee may modify and amend this Plan in any
respect.
