As filed with the Securities and Exchange Commission on April __, 1998
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
RICH COAST INC.
(Exact name of Registrant as specified in its charter)
Delaware 91-1835978
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
10200 Ford Road
Dearborn, MI 48126
(Address of Principal Executive Offices) (Zip Code)
AMENDED 1996 EMPLOYEE STOCK OPTION AND STOCK BONUS PLAN
(Full title of the plan)
James P. Fagan
10200 Ford Road
Dearborn, MI 48126
(Name and Address of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed maximum
Title ofsecurities Amount to maximum offering aggregate offering Amount of
to be registered be registered price per unit price registration fee
<C> <C> <C> <C> <C>
Common Stock 1,500,000 shares <F1> $.71 $1,065,000 $314.18
<FN>
<F1>
There are also registered hereunder such indeterminate number
of additional shares of Common Stock as may become subject to
the Plan as a result of the anti-dilution provisions thereof.
</F1>
<F2>
Estimated solely for the purpose of calculating the
registration fee, based on the average of the high and low
price ($.71) reported by NASDAQ on April 17, 1998 (a day
within five business days prior to the initial filing hereof)
pursuant to Rule 457(c).<PAGE>
</F2>
</FN>
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The required Plan Information is included in documents being maintained and
delivered by the Registrant as required by Rule 428 of the Securities Act of
1933, as amended (the "Securities Act").
Item 2. Registrant Information and Employee Plan Annual Information.
The Registrant shall provide a written statement to participants advising
them of the availability, without charge, upon written or oral request, of
documents incorporated by reference in Item 3 of Part II of this Registration
Statement, which are incorporated by reference into the Section 10(a)
Prospectus and of documents required to be delivered to employees pursuant
to Rule 428(b) under the Securities Act. The statement shall include the
address listing the title or department and telephone number to which the
request is to be directed.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by the Registrant are
incorporated into this Registration Statement by this reference:
(1) Registrant's Annual Report on Form 10-KSB for the fiscal year ended April
30, 1997;
(2) Registrant's Quarterly Report on Form 10-QSB for the quarter ended July
31, 1997;
(3) Registrant's Quarterly Report on Form 10-QSB for the quarter ended
October 31, 1997;
(4) Registrant's Current Report on Form 8-K dated December 29, 1997;
(5) Registrant's Quarterly Report on Form 10-QSB for the quarter ended
January 31, 1998; and
(6) The description of the Common Stock contained in Registrant's Current
Report on Form 8-K dated February 25, 1997 and filed November 24, 1997
which amends the description of Common Stock contained in the Registrant's
Registration Statement on Form 20-F filed under the Securities Exchange
Act of 1934 (the "Exchange Act"), SEC File No. 0-15859.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date hereof and prior to the filing of
a post-effective amendment which indicates that all shares offered hereunder
have been sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing such documents.
Item 4. Description of Securities.
No description of the class of securities to be offered is required under
this item because the class of securities to be offered is registered under
Section 12 of the Exchange Act.
<PAGE>
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
The Delaware General Corporation Law and the Certificate of
Incorporation of the Registrant generally provide that Registrant shall
indemnify a Director against all costs, charges and expenses, including an
amount paid to settle an action or satisfy a judgment, actually and
reasonably incurred by the Director, including an amount paid to settle an
action or satisfy a judgment in a civil, criminal or administrative action to
which the Director is a party by reason of his having been a Director,
provided that the Director was acting in good faith.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following is a complete list of exhibits filed as a part of this
Registration Statement, which Exhibits are incorporated herein.
Exhibit
Number Description
4.1 Certificate of Incorporation. (A)
4.2 Bylaws. (B)
4.3 Amended 1996 Employee Stock Option and Stock Bonus Plan.
Filed herewith.
5.1 Opinion of Smith McCullough, P.C. as to the legality of the
securities registered hereby. Filed herewith.
23.1 Consent of Smith McCullough, P.C. See Exhibit 5.1.
23.2 Consent of Smythe Ratcliffe, Chartered Accountants. Filed
herewith.
(A) Incorporated by reference from Exhibit 3.1 to the Registrant's
Amendment No. 1 to Form S-4 Registration Statement, File
No. 333-6099, filed on August 6, 1996.
<PAGE>
(B) Incorporated by reference from Exhibit 3.2 to the Registrant's
Amendment No. 1 to Form S-4 Registration Statement, File
No. 333-6099, filed on August 6, 1996.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(a)(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement;
(iii) 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;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the information required to be included in an
amendment by those paragraphs is included in periodic reports filed by the
Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, 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.
(b) For purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Exchange Act 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.
<PAGE>
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification 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 the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
<PAGE>
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 Dearborn, Michigan, on April 22, 1998.
RICH COAST INC., Registrant
By:________________________
James P. Fagan, President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on
the dates indicated.
Signature Title Date
____________________ President, Chief Executive Officer, ________
James P. Fagan and Director
____________________ Director and Secretary ________
Robert W. Truxell
____________________ Chief Financial Officer and ________
Michael Grujicich Principal Accounting Officer
____________________ Director ________
Thornton J. Donaldson
____________________ Director ________
George P. Nassos
____________________ Director ________
Geoffrey Hornby
<PAGE>
Exhibit 4.3
Amended 1996 Employee Stock Option and Stock Bonus Plan
<PAGE>
RICH COAST INC.
AMENDED 1996 EMPLOYEE STOCK OPTION AND STOCK BONUS PLAN
1. (a) Purposes of and Benefits Under the Plan. This 1996 Employee
Stock Option and Stock Bonus Plan (the "Plan") is intended to encourage stock
ownership by employees and officers (whether or not they are employees) of and
consultants to Rich Coast Resources Ltd. and its controlled, affiliated and
subsidiary corporations (collectively, the "Corporation"), so that they may
acquire or increase their proprietary interest in the Corporation, and is
intended to facilitate the Corporation's efforts to (i) induce qualified
persons to become employees or officers of or consultants to the Corporation;
(ii) compensate employees, officers and consultants for services to the
Corporation; and (iii) encourage such persons to remain in the employ of or
associated with the Corporation and to put forth maximum efforts for the
success of the Corporation.
2. Definitions. As used in this Plan, the following words and phrases
shall have the meanings indicated:
(a) "Board" shall mean the Board of Directors of the Corporation.
(b) "Committee" shall mean any Committee appointed by the Board to
administer this Plan, if one has been appointed. If no Committee has been
appointed, the term "Committee" shall mean the Board.
(c) "Common Stock" shall mean the Corporation's no par value
common stock.
(d) "Disability" shall mean a Recipient's inability to engage in any
substantial gainful activity by reason of any medically determinable physical
or mental impairment that can be expected to result in death or that has
lasted or can be expected to last for a continuous period of not less than 12
months. If the Recipient has a disability insurance policy, the term
"Disability" shall be as defined therein.
(e) "Fair Market Value" per share as of a particular date shall mean
the last sale price of the Corporation's Common Stock as reported on a
national securities exchange or on the NASDAQ National Market System or by
NASDAQ, if the quotation for the last sale reported is not available for the
Corporation's Common Stock, the average of the closing bid and asked prices
of the Corporation's Common Stock as so reported or, if such quotations are
unavailable, the value determined by the Committee in accordance with its
discretion in making a bona fide, good faith determination of fair market
value. Fair Market Value shall be determined without regard to any
restriction other than a restriction which, by its terms, never will lapse.
In the case of Options and Bonuses granted at a time when the Corporation does
not have a registration statement in effect relating to the shares issuable
hereunder, the value at which the Bonus shares are issued may be determined
by the Committee at a reasonable discount from Fair Market Value to reflect
the restricted nature of the shares to be issued and the inability of the
Recipient to sell those shares promptly.
<PAGE>
(f) "Recipient" means any person granted an Option or awarded a
Bonus hereunder.
3. Administration.
(a) The Plan shall be administered by the Committee. The Committee
shall have the authority in its discretion, subject to and not inconsistent
with the express provisions of the Plan, to administer the Plan and to
exercise all the powers and authorities either specifically conferred under
the Plan or necessary or advisable in the administration of the Plan,
including the authority: to grant Options and Bonuses; to determine the
vesting schedule and other restrictions, if any, relating to Options and
Bonuses; to determine the purchase price of the shares of Common Stock covered
by each Option (the "Option Price"); to determine the persons to whom, and the
time or times at which, Options and Bonuses shall be granted; to determine the
number of shares to be covered by each Option or Bonus; to determine Fair
Market Value per share; to interpret the Plan; to prescribe, amend and
rescind rules and regulations relating to the Plan; to determine the terms and
provisions of the Option agreements (which need not be identical) entered into
in connection with Options granted under the Plan; and to make all other
determinations deemed necessary or advisable for the administration of the
Plan. The Committee may delegate to one or more of its members or to one or
more agents such administrative duties as it may deem advisable, and the
Committee or any person to whom it has delegated duties as aforesaid may
employ one or more persons to render advice with respect to any responsibility
the Committee or such person may have under the Plan.
(b) Options and Bonuses granted under the Plan shall be evidenced by
duly adopted resolutions of the Committee included in the minutes of the
meeting at which they are adopted or in a unanimous written consent.
(c) The Committee shall endeavor to administer the Plan and grant
Options and Bonuses hereunder in a manner that is compatible with the
obligations of persons subject to Section 16 of the U.S. Securities Exchange
Act of 1934 (the "1934 Act"), although compliance with Section 16 is the
obligation of the Recipient, not the Corporation. Neither the Committee, the
Board nor the Corporation can assume any legal responsibility for a
Recipient's compliance with his obligations under Section 16 of the 1934 Act.
(d) No member of the Committee or the Board shall be liable for any
action taken or determination made in good faith with respect to the Plan or
any Option or Bonus granted hereunder.
(e) It is intended that Options and Bonuses be granted pursuant to
this Plan in accordance with applicable provisions of the British Columbia
Companies Act and that all grants pursuant to this Plan be so construed.
<PAGE>
4. Eligibility.
(a) Subject to certain limitations hereinafter set forth, Options and
Bonuses may be granted to employees (including officers) and consultants to
and directors (whether or not they are employees) of the Corporation or its
present or future divisions and Subsidiary Corporations. In determining the
persons to whom Options or Bonuses shall be granted and the number of shares
to be covered by each Option or Bonus, the Committee shall take into account
the duties of the respective persons, their present and potential
contributions to the success of the Corporation, and such other factors as the
Committee shall deem relevant to accomplish the purposes of the Plan.
(b) A Recipient shall be eligible to receive more than one grant of an
Option or Bonus during the term of the Plan, on the terms and subject to the
restrictions herein set forth.
5. Stock Reserved.
(a) The stock subject to Options or Bonuses hereunder shall be shares
of Common Stock. Such shares, in whole or in part, may be authorized but
unissued shares or shares that shall have been or that may be reacquired by
the Corporation. The aggregate number of shares of Common Stock as to which
Options and Bonuses may be granted from time to time under the Plan shall not
exceed 1,500,000, subject to adjustment as provided in Section 6(h) hereof.
(b) If any Option outstanding under the Plan for any reason expires
or is terminated without having been exercised in full, or if any Bonus
granted is forfeited because of vesting or other restrictions imposed at the
time of grant, the shares of Common Stock allocable to the unexercised portion
of such Option or the forfeited portion of the Bonus shall become available
for subsequent grants of Options and Bonuses under the Plan.
6. Terms and Conditions of Options. Each Option granted pursuant to the
Plan shall be evidenced by a written Option agreement between the Corporation
and the Recipient, which agreement shall be substantially in the form of
Exhibit A hereto as modified from time to time by the Committee in its
discretion, and which shall comply with and be subject to the following terms
and conditions:
(a) Number of Shares. Each Option agreement shall state the number of
shares of Common Stock covered by the Option.
(b) Option Price. Each Option agreement shall state the Option Price,
which shall be determined by the Committee subject only to the following
restrictions:
(1) The Option Price shall be subject to adjustment as provided
in Section 6(h) hereof.
<PAGE>
(2) The date on which the Committee adopts a resolution
expressly granting an Option shall be considered the day on which such option
is granted, unless a future date is specified in the resolution, and the fair
market value of the Common Stock to which such Option relates shall be equal
to the last sale price of the Common Stock at the close of the day on which
the resolution is adopted, unless another value and/or another date is
specified in the resolution.
(c) Term of Option. Each Option agreement shall state the period
during and times at which the Option shall be exercisable, in accordance with
the following limitations:
(1) The date on which the Committee adopts a resolution
expressly granting an Option shall be considered the day on which such Option
is granted, although such grant shall not be effective until the Recipient has
executed an Option agreement with respect to such Option.
(2) The exercise period of any Option shall not exceed ten years
from the date of grant of the Option.
(3) The Committee shall have the authority to accelerate or
extend the exercisability of any outstanding Option at such time and under
such circumstances as it, in its sole discretion, deems appropriate. No
exercise period may be so extended to increase the term of the Option beyond
ten years from the date of the grant.
(4) The exercise period shall be subject to earlier termination
as provided in Sections 6(e) and 6(f) hereof, and, furthermore, shall be
terminated upon surrender of the Option by the holder thereof if such
surrender has been authorized in advance by the Committee.
(d) Method of Exercise and Medium and Time of Payment.
(1) An Option may be exercised as to any or all whole shares of
Common Stock as to which it then is exercisable, provided, however, that no
Option may be exercised as to less than 100 shares (or such number of shares
as to which the Option is then exercisable if such number of shares is less
than 100).
(2) Each exercise of an Option granted hereunder, whether in
whole or in part, shall be effected by written notice to the Secretary of the
Corporation designating the number of shares as to which the Option is being
exercised, and shall be accompanied by payment in full of the Option Price for
the number of shares so designated, together with any written statements
required by, or deemed by the Corporation's counsel to be advisable pursuant
to, any applicable securities laws.
(3) The Option Price shall be paid in cash, or in shares of
Common Stock having a Fair Market Value equal to such Option Price, or in
property or in a combination of cash, shares and property and, subject to
approval of the Committee, may be effected in whole or in part with funds
received from the Corporation at the time of exercise as a compensatory cash
payment.
<PAGE>
(4) The Committee shall have the sole and absolute discretion
to determine whether or not property other than cash or Common Stock may be
used to purchase the shares of Common Stock hereunder and, if so, to determine
the value of the property received.
(5) The Recipient shall make provision for the withholding of
taxes as required by Paragraph 7 hereof.
(c) Termination. Except as provided herein or in the Option
Agreement by and between the Corporation and the Recipient, an Option may not
be exercised unless the Recipient then is an employee or officer of or
consultant to the Corporation, and unless the Recipient has remained
continuously as an employee or officer of or consultant to the Corporation
since the date of grant of the Option.
(1) Unless otherwise provided in the Option Agreement by and
between the Corporation and the Recipient, if the Recipient ceases to be an
employee or officer of, or consultant to, the Corporation (other than by
reason of death, Disability or retirement), all Options theretofore granted to
such Recipient but not theretofore exercised shall terminate on the ninetieth
day following the date the Recipient ceased to be an employee or officer of,
or consultant to, the Corporation.
(2) Nothing in the Plan or in any Option or Bonus granted
hereunder shall confer upon an individual any right to continue in the employ
of or other relationship with the Corporation or interfere in any way with the
right of the Corporation to terminate such employment or other relationship
between the individual and the Corporation.
(f) Death, Disability or Retirement of Recipient. Unless otherwise
provided in the Option Agreement by and between the Corporation and the
Recipient, if a Recipient shall die while an employee or officer of or a
consultant to the Corporation, or if the Recipient's employment, officer
status or consulting relationship shall terminate by reason of Disability or
retirement, all Options theretofore granted to such Recipient, whether or not
otherwise exercisable, unless earlier terminated in accordance with their
terms, may be exercised by the Recipient or by the Recipient's estate or by a
person who acquired the right to exercise such Options by bequest or
inheritance or otherwise by reason of the death or Disability of the
Recipient, at any time within one year after the date of death, Disability or
retirement of the Recipient.
<PAGE>
(g) Transferability Restriction.
(1) Options granted under the Plan shall not be transferable
other than by will or by the laws of descent and distribution or pursuant to a
qualified domestic relations order as defined by the Internal Revenue Code or
Title I of the Employee Retirement Income Security Act of 1974, or the rules
thereunder. Options may be exercised, during the lifetime of the Recipient,
only by the Recipient and thereafter only by his legal representative.
(2) Any attempted sale, pledge, assignment, hypothecation or other
transfer of an Option contrary to the provisions hereof and/or the levy of any
execution, attachment or similar process upon an Option, shall be null and
void and without force or effect and shall result in a termination of the
Option.
(3)(A) As a condition to the transfer of any shares of Common
Stock issued upon exercise of an Option granted under this Plan, the
Corporation may require an opinion of counsel, satisfactory to the
Corporation, to the effect that such transfer will not be in violation of the
Securities Act of British Columbia ("B.C. Act") or the U.S. Securities Act
of 1933, as amended (the "1933 Act") or any other applicable securities laws
or that such transfer has been registered under federal and all applicable
state securities laws. (B) Further, the Corporation shall be authorized to
refrain from delivering or transferring shares of Common Stock issued under
this Plan until the Committee determines that such delivery or transfer will
not violate applicable securities laws and the Recipient has tendered to the
Corporation any federal, state or local tax owed by the Recipient as a result
of exercising the Option or disposing of any Common Stock when the Corporation
has a legal liability to satisfy such tax. (C) The Corporation shall not be
liable for damages due to delay in the delivery or issuance of any stock
certificate for any reason whatsoever, including, but not limited to, a delay
caused by listing requirements of any securities exchange or any registration
requirements under the B.C. Act, the 1933 Act, the 1934 Act, or under any
other state, federal or provincial law, rule or regulation. (D) The
Corporation is under no obligation to take any action or incur any expense in
order to register or qualify the delivery or transfer of shares of Common
Stock under applicable securities laws or to perfect any exemption from such
registration or qualification. (E) Furthermore, the Corporation will not be
liable to any Recipient for failure to deliver or transfer shares of Common
Stock if such failure is based upon the provisions of this paragraph.
(4) A shareholder issued shares as a bonus under the Plan and/or
upon exercise of options granted under the Plan (the "Shares") and wishing to
trade such Shares in the Province of British Columbia will be subject to the
following resale restrictions in British Columbia: (A) the shareholder must
file with the British Columbia Securities Commission a report within 10 days
of the initial trade within British Columbia in any of the Shares by the
shareholder; and (B) where the shareholder has filed such report with respect
to any Shares, the shareholder is not required to file a further such report
in respect of additional trades of shares acquired on the same date and under
the same exemption as the Shares which are the subject of the initial trade
report referred to in Section 6(g)(4)(1) above.
<PAGE>
(h) Effect of Certain Changes.
(1) If there is any change in the number of shares of outstanding
Common Stock through the declaration of stock dividends, or through a
recapitalization resulting in stock splits or combinations or exchanges of
such shares, the number of shares of Common Stock available for Options and
the number of such shares covered by outstanding Options, and the exercise
price per share of the outstanding Options, shall be proportionately adjusted
by the Committee to reflect any increase or decrease in the number of issued
shares of Common Stock; provided, however, that any fractional shares
resulting from such adjustment shall be eliminated.
(2) In the event of the proposed dissolution or liquidation of
the Corporation, or any corporate separation or division, including, but not
limited to, split-up, split-off or spin-off, or a merger or consolidation of
the Corporation with another corporation, the Committee may provide that the
holder of each Option then exercisable shall have the right to exercise such
Option (at its then current Option Price) solely for the kind and amount of
shares of stock and other securities, property, cash or any combination
thereof receivable upon such dissolution, liquidation, corporate separation or
division, or merger or consolidation by a holder of the number of shares of
Common Stock for which such Option might have been exercised immediately prior
to such dissolution, liquidation, corporate separation or division, or merger
or consolidation; or, in the alternative the Committee may provide that each
Option granted under the Plan shall terminate as of a date fixed by the
Committee; provided, however, that not less than 30 days' written notice of
the date so fixed shall be given to each Recipient, who shall have the right,
during the period of 30 days preceding such termination, to exercise the
Option as to all or any part of the shares of Common Stock covered thereby,
including shares as to which such Option would not otherwise be exercisable.
(3) Paragraph (2) of this Section 6(h) shall not apply to a merger or
consolidation in which the Corporation is the surviving corporation and shares
of Common Stock are not converted into or exchanged for stock, securities of
any other corporation, cash or any other thing of value. Notwithstanding the
preceding sentence, in case of any consolidation or merger of another
corporation into the Corporation in which the Corporation is the surviving
corporation and in which there is a reclassification or change (including a
change to the right to receive cash or other property) of the shares of
Common Stock (excluding a change in par value, or from no par value to par
value, or any change as a result of a subdivision or combination, but
including any change in such shares into two or more classes or series of
shares), theCommittee may provide that the holder of each Option then
exercisable shall have the right to exercise such Option solely for the kind
and amount of shares of stock and other securities (including those of any new
direct or indirect Parent of the Corporation), property, cash or any
combination thereof receivable upon such reclassification, change,
consolidation or merger by the holder of the number of shares of Common Stock
for which such Option might have been exercised.
(4) In the event of a change in the Common Stock of the
Corporation as presently constituted into the same number of shares with a par
value, the shares resulting from any such change shall be deemed to be the
Common Stock of the Corporation within the meaning of the Plan.
<PAGE>
(5) To the extent that the foregoing adjustments relate to stock
or securities of the Corporation, such adjustments shall be made by the
Committee, whose determination in that respect shall be final, binding and
conclusive.
(6) Except as expressly provided in this Section 6(h) the Recipient
shall have no rights by reason of any subdivision or consolidation of shares
of stock of any class, or the payment of any stock dividend or any other
increase or decrease in the number of shares of stock of any class, or by
reason of any dissolution, liquidation, merger, or consolidation or spin-off
of assets or stock of another corporation; and any issue by the Corporation
of shares of stock of any class, or securities convertible into shares of
stock of any class, shall not affect, and no adjustment by reason thereof
shall be made with respect to, the number or price of shares of Common Stock
subject to an Option. The grant of an Option pursuant to the Plan shall not
affect in any way the right or power of the Corporation to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structures, or to merge or consolidate, or to dissolve, liquidate, or sell or
transfer all or any part of its business or assets.
(i) No Rights as Shareholder - Non-Distributive Intent.
(1) Neither a Recipient of an Option nor such Recipient's legal
representative, heir, legatee or distributee, shall be deemed to be the holder
of, or to have any rights of a holder with respect to, any shares subject to
such Option until after the Option is exercised and the shares are issued.
(2) No adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property) or distributions
or other rights for which the record date is prior to the date such stock
certificate is issued, except as provided in Section 6(h) hereof.
(3) Upon exercise of an Option at a time when there is no
registration statement in effect under the B.C. Act and/or the 1933 Act
relating to the shares issuable upon exercise, shares may be issued to the
Recipient only if the Recipient represents and warrants in writing to the
Corporation that the shares purchased are being acquired for investment and
not with a view to the distribution thereof and provides the Corporation with
sufficient information to establish an exemption from the registration
requirements of the B.C. Act and/or the 1933 Act. A form of subscription
agreement containing representations and warranties deemed sufficient as of
the date of adoption of this Plan is attached hereto as Exhibit B.
(4) No shares shall be issued upon the exercise of an Option unless
and until there shall have been compliance with any then applicable
requirements of the U.S. Securities and Exchange Commission and the British
Columbia Securities Commission or any other regulatory agencies having
jurisdiction over the Corporation.
<PAGE>
(j) Other Provisions. Option Agreements authorized under the
Plan may contain such other provisions as the Committee shall deem advisable,
including, without limitation, the imposition of restrictions upon the vesting
and exercise of an Option.
(7) Grant of Stock Bonuses. In addition to, or in lieu of, the grant
of an Option, the Committee may grant Bonuses.
(a) At the time of grant of a Bonus, the Committee may impose a
vesting period of up to ten years, and such other restrictions which it deems
appropriate. Unless otherwise directed by the Committee at the time of grant
of a Bonus, the Recipient shall be considered a shareholder of the Corporation
as to the Bonus shares which have vested in the grantee at any time regardless
of any forfeiture provisions which have not yet arisen.
(b) The grant of a Bonus and the issuance and delivery of shares
of Common Stock pursuant thereto shall be subject to approval by the
Corporation's counsel of all legal matters in connection therewith, including
compliance with the requirements of the B.C. Act, the 1933 Act, the 1934 Act,
other applicable securities laws, rules and regulations, and the requirements
of any stock exchanges upon which the Common Stock then may be listed. Any
certificates prepared to evidence Common Stock issued pursuant to a Bonus
grant shall bear legends as the Corporation's counsel may seem necessary or
advisable. Included among the foregoing requirements, but without limitation,
any Recipient of a Bonus at a time when a registration statement relating
thereto is not effective under the B.C. Act and/or the 1933 Act shall execute
a Subscription Agreement substantially in the form of Exhibit B.
(8) Agreement by Recipient Regarding Withholding Taxes. Each Recipient
agrees that the Corporation, to the extent permitted or required by law, shall
deduct a sufficient number of shares due to the Recipient upon exercise of the
Option or the grant of a Bonus to allow the Corporation to pay federal,
provincial, state and local taxes of any kind required by law to be withheld
upon the exercise of such Option or payment of such Bonus from any payment of
any kind otherwise due to the Recipient. The Corporation shall not be
obligated to advise any Recipient of the existence of any tax or the amount
which the Corporation will be so required to withhold.
(9) Term of Plan. Options and Bonuses may be granted under this Plan
from time to time within a period of ten years from the date the Plan is
adopted by the Board.
(10) Amendment and Termination of the Plan. The Committee at any
time and from time to time may suspend, terminate, modify or amend the Plan.
Except as provided in Section 6 hereof, no suspension, termination,
modification or amendment of the Plan may adversely affect any Option or Bonus
previously granted, unless the written consent of the Recipient is obtained.
(11) Assumption. Subject to Section 6, the terms and conditions of
any outstanding Options granted pursuant to this Plan shall be assumed by, be
binding upon and shall inure to the benefit of any successor corporation to
the Corporation and shall, to the extent applicable, continue to be governed
by the terms and conditions of this Plan. Such successor corporation may, but
shall not be obligated to, assume this Plan.
<PAGE>
(12) Termination of Right of Action. Every right of action arising
out of or in connection with the Plan by or on behalf of the Corporation, or
by any shareholder of the Corporation against any past, present or future
member of the Board or the Committee, or against any employee, or by an
employee (past, present or future) against the Corporation, irrespective of
the place where an action may be brought and of the place of residence of any
such shareholder, director or employee, will cease and be barred by the
expiration of three years from the date of the act or omission in respect of
which such right of action is alleged to have arisen or such shorter period as
may be provided by law.
(13) Tax Litigation. The Corporation shall have the right, but not the
obligation, to contest, at its expense, any tax ruling or decision,
administrative or judicial, on any issue which is related to the Plan and
which the Board believes to be important to holders of Options or Common
Stock issued pursuant to Bonuses granted under the Plan and to conduct any
such contest or any litigation arising therefrom to a final decision.
(14) Adoption. This Plan was approved and adopted by the Board of
Directors of the Corporation by unanimous written consent effective
January 12, 1996.
<PAGE>
Exhibit 5.1
Opinion of Counsel Smith McCullough, P.C.
<PAGE>
EXHIBIT 5.1
OPINION OF COUNSEL
November 17, 1997
The Board of Directors
Rich Coast Inc.
10200 Ford Road
Dearborn, MI 48126
Re: Form S-8 Registration Statement
Opinion of Counsel
Dear Sirs:
As securities counsel for Rich Coast Inc. (the "Company") a Delaware
corporation, we have examined the originals or copies, certified or otherwise
identified, of the Articles of Incorporation, as restated and amended, and
Bylaws, as amended, of the Company, corporate records of the Company,
including minute books of the Company as furnished to us by the Company,
certificates of public officials and of representatives of the Company,
statutes and other records, instruments and documents pertaining to the
Company as a basis for the opinions hereinafter expressed. In giving such
opinions, we have relied upon certificates of officers of the Company with
respect to the accuracy of the factual matters contained in such certificates.
We have also, as such counsel, examined the Registration Statement on Form
S-8, File No. 333-______ (the "Registration Statement") to be filed with the
Commission on or about April 21, 1998 covering up to 1,500,000 shares of
common stock, $.001 par value (the "Common Stock"), which may be issued under
the Company's Amended 1996 Employee Stock Option and Stock Bonus Plan (the
"Plan"), as more particularly described in the Registration Statement.
Based upon the foregoing and subject to the other qualifications and
limitations stated in this letter, we are of the opinion that:
(1) The shares of Common Stock reserved for issuance as Bonus Shares under
the Plan have been duly authorized, and upon issuance will constitute
validly issued, fully paid and non-assessable shares of Common Stock;
and
(2) The shares of Common Stock reserved for issuance upon the exercise of
options granted under the Plan have been duly authorized and, upon
exercise of options and payment of the exercise price stated in the
options, will constitute validly issued, fully paid and non-assessable
shares of Common Stock.
This opinion is a legal opinion and not an opinion as to matters of fact.
This opinion is limited to the laws of the State of Delaware and the federal
law of the United States of America, and to the matters stated herein. This
opinion is made as of the date hereof, and after the date hereof, we
undertake no, and disclaim any, obligation to advise you of any change in any
matters set forth herein. This opinion is furnished to you solely in
connection with the transactions referred to herein, and may not be relied on
by any other person, firm or entity without our prior written consent.
We hereby consent to such use of our name in the Registration Statement
and to the filing of this opinion as an Exhibit thereto. In giving this
consent, we do not thereby admit that we come within the category of persons
whose consent is required under Section 7 of the United States Securities Act
of 1933 or the Rules and Regulations of the Securities and Exchange
Commission promulgated thereunder.
Very truly yours,
/s/ Smith McCullough, P.C.
<PAGE>
Exhibit 23.2
Consent of Smythe Ratcliffe, Chartered Accountants
<PAGE>
April 21, 1998
Board of Directors
Rich Coast, Inc.
10200 Ford Road
Dearborn, Michigan 48126
We consent to the incorporation by reference in the Registration Statement
on Form S-8 related to the Amended 1996 Employee Stock Option and Bonus Stock
Plan of our report dated July 11, 1997 relating to the consolidated balance
sheets of Rich Coast Inc. as at April 30, 1997 and 1996 and the related
consolidated statements of operations and deficit, changes in financial
position and deferred exploration and development expenditures for the years
then ended, which report appears in the April 30, 1997 annual report on Form
10-K of Rich Coast Inc.
/S/ SMYTHE RATCLIFE
Chartered Accountants
Vancouver, Canada
