As filed with the Securities and Exchange Commission on April 14, 1999
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under the Securities Act of 1933
ASIA MEDIA COMMUNICATIONS, LTD.
(Exact Name of Registrant as Specified in Its Charter)
712 FIFTH AVENUE
7TH FLOOR
NEVADA 88-0207089 NEW YORK, NY 10019
(State or Other Jurisdiction of (I.R.S. Employer (Address of Principal
Incorporation or Organization) Identification Number) Executive Offices)
1999 INCENTIVE PROGRAM
(Full Title of the Plan)
Edward J. Tobin
712 Fifth Avenue, 7th Floor
New York, NY 10019
(212) 582-3400
(Name, Address, including Zip Code and Telephone Number,
including Area Code, of Agent For Service)
Please Send Copies of Communications to:
David P. Scott, Esq.
Bryan Cave LLP
One Metropolitan Square, Suite 3600
St. Louis, Missouri 63102-2750
(314) 259-2000
Approximate date of commencement of the proposed sale
of the securities: As soon as practicable after the
effective date of this Registration Statement.
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
- ------------------------------- ---------------- ---------------------- ---------------------- ---------------------
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered Per Interest(1) Price(1) Registration Fee
- ------------------------------- ---------------- ---------------------- ---------------------- ---------------------
- ------------------------------- ---------------- ---------------------- ---------------------- ---------------------
Common stock, $0.01 par value 1,000,000 $20.31 $20,310,000 $5,646
per share
- ------------------------------- ---------------- ---------------------- ---------------------- ---------------------
</TABLE>
(1) Computed in accordance with Rule 457(h)(1) under the Securities Act of
1933, as amended (the "Securities Act"), based on the average bid and ask
prices on April 12, 1999.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
As permitted by the rules of the Securities and Exchange Commission,
this Registration Statement omits the information specified in Part I of Form
S-8. The documents containing the information specified in Part I of this
Registration Statement will be sent or given to eligible employees as specified
by Rule 428(b) promulgated under the Securities Act of 1933, as amended (the
"Securities Act"). Such documents are not being filed with the Securities and
Exchange Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424
promulgated under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents have been filed by Asia Media Communications,
Ltd. with the Securities and Exchange Commission (the "Commission") under the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and are
incorporated herein by reference:
Asia Media Communications, Ltd.'s Annual Report on Form 10-KSB for
the fiscal year ended December 31, 1998 (filed on March, 31, 1999), as
amended by Form 10-KSB/A (filed March 31, 1999).
All documents subsequently filed by Asia Media Communications, Ltd.
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (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 herein and to be a part
hereof from the date of filing of such documents. Any statement contained herein
or in a document incorporated, or deemed to be incorporated, by reference
herein, shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein or in any other subsequently filed
document modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part hereof.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
As permitted by Section 78.751 of the Nevada General Corporation Law,
the Company's Bylaws provides for the indemnification by the Company, including
suits brought by or on behalf of the Company, of each director, officer,
employee or agent thereof to the fullest extent permitted by Nevada law.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
See the Exhibit Index filed herewith.
<PAGE>
Item 9. Undertakings.
The undersigned registrant hereby undertakes as follows:
(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 the 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 the registration
statement; and
(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) do not apply if the
information required to be included in a post-effective amendment by the
foregoing paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the 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.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report pursuant to
Section 13(a) or 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>
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 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 the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
<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 the City of New York, State of New York, on the 13 day of April,
1999.
ASIA MEDIA COMMUNICATIONS, LTD.
By: /s/ T.S. Wong
----------------------------------------
T.S. Wong
President, Chief Executive Officer and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated below.
/s/ T. S. Wong
- -------------------------- President, Chief Executive Officer, April 13, 1999
T. S. Wong Chief Financial Officer and Director
/s/ Edward J. Tobin
- -------------------------- Chairman of the Board, Secretary April 13, 1999
Edward J. Tobin and Director
/s/ Victor Ng
- -------------------------- Director April 13, 1999
Victor Ng
<PAGE>
EXHIBIT INDEX
Exhibit Description
------- -----------
4.1 Asia Media's Certificate of Incorporation, as amended
(incorporated by reference to Asia Media's Report on
Form 10-SB as filed with the Commission on February
16, 1994)
4.2 Registrant's By-laws (incorporated by reference to Asia Media's
Report on Form 10-SB as filed with the Commission on February
16, 1994)
4.3 Asia Media Communications, Inc. 1999 Incentive Plan
5.1 Opinion of Bryan Cave LLP
23.1 Consent of Counsel (included in Exhibit 5.1)
23.2 Consent of Wlosek & Braverman, L.L.C.
24.1 Power of Attorney (included on signature page)
EXHIBIT 4.3
ASIA MEDIA COMMUNICATIONS, LTD.
1999 INCENTIVE PROGRAM
The 1999 Incentive Program (the "Program") provides for the
grant to officers, directors and employees of Asia Media Communications, Ltd..
and its direct and indirect subsidiaries (collectively, the "Company"), and
certain consultants to the Company, with certain rights to acquire shares of the
Company's common stock, par value $.01 per share (the "Common Stock"). The
Company believes that this Program will cause those persons to contribute
materially to the growth and success of the Company, thereby benefitting its
stockholders.
1. Administration.
The Program shall be administered and interpreted by the Board
of Directors of the Company or by one or more Committees appointed by the Board
of Directors of the Company from among its members (the "Plan Administrator").
The Board of Directors may appoint different Committees to handle different
duties under the Program. The Plan Administrator's decisions shall be final and
conclusive with respect to the interpretation and administration of the Program
and any Grant made under it.
2. Grants.
Incentives under the Program shall consist of incentive stock
options, non-qualified stock options, stock appreciation rights in tandem with
stock options or freestanding, and restricted stock grants (any of the
foregoing, in any combination, collectively, "Grants"). All Grants shall be
subject to the terms and conditions set out herein and to such other terms and
conditions consistent with this Program as the Plan Administrator deems
appropriate. The Plan Administrator shall approve the form and provisions of
each Grant. Grants under a particular section of the Program need not be
uniform, and Grants under two or more sections may be combined in one
instrument.
3. Eligibility for Grants.
Grants may be made to any employee, officer, key executive,
director, professional or administrative employee, consultant or advisor to the
Company or any subsidiary of the Company selected by the Plan Administrator to
receive Grants under the Program (persons so selected, the "Grantees").
Provided, that incentive stock options may only be granted to employees of the
Company.
4. Shares Available for Grant.
(a) Shares Subject to Issuance or Transfer. Subject to
adjustment as provided in Section 4(b), the aggregate number of shares of Common
Stock (the "Shares") that may be issued or transferred under the Program is
1,000,000 Shares, plus, (i) any Shares which are forfeited under the Program
<PAGE>
after the adoption of the Program by the Company's Board of Directors (the
"Adoption Date"); plus (ii) the number of Shares repurchased by the Company in
the open market and otherwise with an aggregate price no greater than the cash
proceeds received by the Company from the sale of Shares under the Program; plus
(iii) any Shares surrendered to the Company in payment of the exercise price of
options issued under the Program. However, no award may be issued that would
bring the total of all outstanding awards under the Program to more than 15% of
the total number of Shares of Common Stock of the Company at the time
outstanding. The Shares may be authorized but unissued Shares or treasury
Shares. The number of Shares available for Grants at any given time shall be
reduced by the aggregate of all Shares previously issued or transferred pursuant
to the Program plus the aggregate of all Shares which may become subject to
issuance or transfer under then-outstanding and then-currently exercisable
Grants under the Program. The maximum number of Shares for which options and
stock appreciation rights may be granted under the Program to any person during
any calendar year is 150,000 (subject to appropriate adjustment in the event of
any changes in capitalization of the Company).
(b) Adjustments Upon Changes in Capitalization or Other
Events. Upon changes in the Common Stock of the Company by reason of a stock
dividend, stock split, reverse split, recapitalization, merger, consolidation,
combination or exchange of shares, separation, reorganization or liquidation,
the number and class of Shares available under the Program as to which Grants
may be made (both in the aggregate and to any one Grantee), the number and class
of Shares under each then-outstanding Stock Option and the Option Price per
share of such options, and the terms of stock appreciation rights shall be
correspondingly adjusted by the Plan Administrator, such adjustments to be made
in the case of outstanding Stock Options without change in the total price
applicable to such options; provided that no adjustment shall be made hereunder
on account of the one for 100 reverse split of the outstanding Common Stock of
the Company authorized by the Board of Directors on January 11, 1999. In the
event of a merger, consolidation, combination, reorganization or other
transaction in which the Company will not be the surviving corporation, or in
which the Company becomes a wholly-owned subsidiary of the new corporation, a
Grantee of Stock Options under the Program shall be entitled to options on that
number of shares of stock in the new corporation which the Grantee would have
received had the Grantee exercised all of the unexercised options available to
the Grantee under the Program, whether or not then exercisable, at the instant
immediately prior to the effective date of such transaction, and, if such
unexercised options had related stock appreciation rights, the Grantee also will
receive new stock appreciation rights related to the new options. Thereafter,
adjustments as provided above shall relate to the options or stock appreciation
rights of the new corporation. Except as otherwise specifically provided in the
instrument of Grant, in the event of a Change in Control (as defined below),
merger, consolidation, combination, reorganization or other transaction in which
the shareholders of the Company will receive cash or securities (other than
Common Stock) or in the event that an offer is made to the holders of Common
Stock of the Company to sell or exchange such Common Stock for cash, securities
or stock of another corporation and such offer, if accepted, would result in the
offeror becoming the owner of (a) at least 50% of the outstanding Common Stock
of the Company or (b) such lesser percentage of the outstanding Common Stock
which the Plan Administrator in its sole discretion determines will materially
adversely affect the market value of the Common Stock after the tender or
exchange offer, the Plan Administrator shall have the right, but not the
obligation, in the exercise of its business judgment, prior to the shareholders'
<PAGE>
vote on such transaction or prior to the expiration date (without extensions) of
the tender or exchange offer, (i) accelerate the time of exercise so that all
Stock Options and stock appreciation rights which are outstanding shall become
immediately exercisable in full, and all Restricted Stock Grants shall
immediately vest in full, without regard to any limitations of time, performance
or amount otherwise contained in the Program or in the instruments of Grant
and/or (ii) determine that the options and stock appreciation rights shall be
adjusted and make such adjustments by substituting for Common Stock of the
Company subject to options and stock appreciation rights, common stock of the
surviving corporation or offeror if such stock of such corporation is publicly
traded or, if such stock is not publicly traded, by substituting common stock of
a parent of the surviving corporation or offeror if the stock of such parent is
publicly traded, in which event the aggregate option price shall remain the same
and the number of shares subject to outstanding grants shall be the number of
shares which could have been purchased on the closing day of such transaction or
the expiration date of the offer with the proceeds which would have been
received by the Grantee if the option had been exercised in full prior to such
transaction or expiration date and the Grantee had exchanged all of such shares
in the transaction or sold or exchanged all of such shares pursuant to the
tender or exchange offer, and if any such option has related stock appreciation
rights, the stock appreciation rights shall likewise be adjusted. For purposes
of this Section 4(b), "Change in Control" means (i) any "person", as such term
is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") (other than the Company, any trustee or other
fiduciary holding securities under an employee benefit plan of the Company, or
any corporation owned, directly or indirectly, by the shareholders of the
Company in substantially the same proportion as their ownership of stock of the
Company), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of securities of the Company
representing 30% or more of the combined voting power of the Company's then
outstanding securities without the approval of the Board of Directors of the
Company; (ii) during any period of two consecutive years, individuals who at the
beginning of such period constitute the Board, and any new director (other than
a director designated by a person who has entered into an agreement with the
Company to effect a transaction described in clause (i), (iii), or (iv) of this
sentence) whose election by the Board or nomination for election by the
Company's shareholders was approved by a vote of at least two-thirds (2/3) of
the directors then still in office who either were directors at the beginning of
the period or whose election or nomination for election was previously so
approved cease for any reason to constitute at least a majority thereof; (iii)
the shareholders of the Company approve a merger or consolidation of the Company
with any other company, other than (1) a merger or consolidation which would
result in the voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) more than 50% of the
combined voting power of the voting securities of the Company or such surviving
entity outstanding immediately after such merger or consolidation or (2) a
merger or consolidation effected to implement a recapitalization of the Company
(or similar transaction) in which no "person" (as hereinabove defined) acquires
more than 50% of the combined voting power of the Company's then outstanding
securities; or (iv) the shareholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the
Company of all or substantially all of the Company's assets and properties.
<PAGE>
5. Stock Options.
The Plan Administrator may grant options qualifying as
incentive stock options under the Internal Revenue Code of 1986, as amended
("Incentive Stock Options"), or non-qualified options not entitled to special
tax treatment under Section 422 of the Internal Revenue Code of 1986 (the
"Code"), as amended (collectively, "Stock Options"). The following provisions of
this Section 5 are applicable to Stock Options:
(a) Exercise of Option. A Grantee may exercise a Stock Option
by delivering a notice of exercise to the Company, either with or without
accompanying payment of the option price (the "Option Price").
The notice of exercise, once delivered, shall be irrevocable.
(b) Satisfaction of Option Price. The Grantee shall pay the
Option Price in cash or with the Program Administrator's permission, by
delivering shares of Common Stock already owned by the Grantee and having a Fair
Market Value on the date of exercise equal to the Option Price, or a combination
of cash and Shares. The Grantee shall pay the Option Price not later than thirty
(30) days after the date of a statement from the Company following exercise
setting forth the Option Price, Fair Market Value of Common Stock on the
exercise date, the number of shares of Common Stock that may be delivered in
payment of the Option Price, and the amount of withholding tax due, if any. If
the Grantee fails to pay the Option Price within the thirty (30) day period, the
Plan Administrator shall have the right to take whatever action it deems
appropriate, including voiding the option exercise. The Company shall not issue
or transfer shares of Common Stock upon exercise of a Stock Option until the
Option Price is fully paid.
(c) Share Withholding. With respect to any non-qualified
option or SAR (as defined below), the Plan Administrator may, in its discretion
and subject to such rules as the Plan Administrator may adopt, permit the
Grantee to satisfy, in whole or in part, any withholding tax obligation which
may arise in connection with the exercise of the non-qualified option or SAR by
electing to have the Company withhold shares of Common Stock having a Fair
Market Value equal to the amount of the withholding tax. Notwithstanding the
foregoing, as a condition of the Grant of any Stock Option or SAR to any officer
or director of the Company subject to the reporting requirements (a "Reporting
Person") of Section 16 promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), the Plan Administrator shall require, upon the
exercise of any Stock Option or SAR by any Reporting Person, at a time when the
Company shall be required to file periodic reports under Section 13 of the
Exchange Act, that the number of shares of Common Stock otherwise issuable upon
the exercise of such Stock Option or SAR shall be reduced by the number of
shares of Common Stock having an aggregate Fair Market Value equal to the amount
of the Reporting Person's liability for any and all taxes required by law to be
withheld.
(d) Price and Term. The Option Price per share, term and other
provisions of Stock Options granted under the Program shall be specified by the
Grant, as limited, in the case of Incentive Stock Options, by the provisions of
Section 5(e) below, if granted pursuant to such Section. In addition, the Plan
Administrator may prescribe such other conditions as it may deem appropriate,
which conditions shall be specified in the instrument of Grant.
<PAGE>
(e) Limits on Incentive Stock Options. The aggregate fair
market value of the stock covered by Incentive Stock Options granted under the
Program or any other stock option plan of the Company or any subsidiary or
parent of the Company that become exercisable for the first time by any employee
in any calendar year shall not exceed $100,000. The aggregate Fair Market Value
will be determined at the time of grant. The period for exercise of an Incentive
Stock Option shall not exceed ten (10) years from the date of the Grant (or five
years if the Grantee is also a 10% stockholder). The Option Price at which
Common Stock may be purchased by the Grantee under an Incentive Stock Option
shall be the Fair Market Value (or 110% of the Fair Market Value if the Grantee
is a 10% stockholder) of the Common Stock on the date of the Grant. Incentive
Stock Options may only be granted to employees of the Company or any subsidiary
or parent of the Company. Incentive Stock Options by their terms shall not be
transferrable by the Grantee other than by the laws of descent and distribution,
and shall be exercisable, during the lifetime of the Grantee, only by the
Grantee.
(f) Restored Options. Stock Options granted under the Program
may, with the Plan Administrator's permission, include the right to acquire a
restored option (a "Restored Option"). If a Stock Option grant contains a
Restored Option feature and if a Grantee pays all or part of the Option Price of
such Stock Option with shares of Common Stock held by the Grantee, then upon
exercise of such Stock Option the Grantee shall be granted a Restored Option to
purchase, at the Fair Market Value of the Common Stock as of the date of the
grant of the Restored Option, the number of shares of Common Stock of the
Company equal to the sum of the number of whole shares used by the Grantee in
payment of the Option Price and the number of whole shares, if any, withheld by
the Company as payment for withholding taxes. A Restored Option may be exercised
between the date of grant and the date of expiration, which will be the same as
the date of expiration of the Stock Option to which such Restored Option is
related.
6. Stock Appreciation Right.
The Plan Administrator may grant a Stock Appreciation Right
("SAR") either independently or in conjunction with any Stock Option granted
under the Program. The following provisions are applicable to each SAR:
(a) Options to Which Right Relates. Each SAR which is issued
in conjunction with a Stock Option shall specify the Stock Option to which the
SAR is related, together with the Option Price and number of option shares
subject to the SAR at the time of its grant.
(b) Requirement of Employment. An SAR may be exercised only
while the Grantee is in the employment or consultancy of the Company, except
that the Plan Administrator may provide for partial or complete exceptions to
this requirement as it deems equitable.
(c) Exercise. A Grantee may exercise an SAR in whole or in
part by delivering a notice of exercise to the Company, except that the Plan
Administrator may provide for partial or complete exceptions to this requirement
as it deems equitable.
<PAGE>
(d) Payment and Form of Settlement. If a Grantee exercises an
SAR which is issued in conjunction with a Stock Option, he shall receive the
aggregate of the excess of the fair market value of each share of Common Stock
with respect to which the SAR is being exercised over the Option Price of each
such share. Payment, in any event, may be made in cash, Common Stock or a
combination of the two, in the discretion of the Plan Administrator. Fair Market
Value shall be determined as of the date of exercise.
(e) Expiration and Termination. Each SAR shall expire on a
date determined by the Plan Administrator at the time of grant. If a Stock
Option is exercised in whole or in part, any SAR related to the Shares purchased
in connection with such exercise shall terminate immediately.
7. Restricted Stock Grants.
The Plan Administrator may issue or transfer shares of Common
Stock ("Restricted Stock") to a Grantee under a Restricted Stock Grant. Shares
of Restricted Stock are subject to forfeiture unless and until specified
employment vesting and/or performance vesting conditions are met, as determined
by the Plan Administrator. Until the shares vest or are forfeited, as the case
may be, the Grantee shall be entitled to vote the shares and to receive any
dividends paid. The following provisions are applicable to Restricted Stock
Grants:
(a) Requirement of Employment. If the Grantee's employment
terminates prior to the fulfillment of the conditions for vesting of the
Restricted Stock, as set forth in the specific instrument of Grant, all shares
of Restricted Stock held by him or her and still subject to restriction will be
forfeited and must be returned immediately to the Company. However, the Plan
Administrator may provide for partial or complete exceptions to this requirement
as it deems equitable.
(b) Restrictions of Transfer and Legend on Stock Certificate.
Prior to the fulfillment of the conditions for vesting, a Grantee may not sell,
assign, transfer, pledge, or otherwise dispose of the shares of Common Stock
except to a Successor Grantee under Section 9(a). Each certificate for shares
issued or transferred under a Restricted Stock Grant shall contain a legend
giving appropriate notice of the restrictions applicable to the Grant. The Plan
Administrator may, in its sole discretion, require that such certificates be
placed into escrow with the Company until vesting.
(c) Lapse of Restrictions. All restrictions imposed under a
Restricted Stock Grant shall lapse upon the fulfillment of the conditions for
vesting set forth in the instrument of Grant provided that all of the conditions
stated in Sections 7(a) and (b) have been met as of the date of such lapse. The
Grantee shall then be entitled to have the legend removed from the certificate.
8. Amendment and Termination of the Program.
(a) Amendment. The Administrator may from time to time amend,
alter, suspend or discontinue the Program, subject to any requirement of
stockholder approval required by applicable law, rule or regulation, including
<PAGE>
Section 162(m) of the Code or, if the Common Stock is then listed or admitted
for trading on any United States securities exchange or on the National
Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ"),
any requirement for stockholder approval required under the rules of such
exchange or NASDAQ, as the case may be; provided, however, that no amendment
shall be made without stockholder approval if such amendment would (1) increase
the maximum number of shares of Common Stock available for issuance under this
Program (subject to Section 4(b)), (2) reduce the minimum Option Price in the
case of an option or the base price in the case of an SAR, (3) effect any change
inconsistent with Section 422 of the Code or (4) extend the term of this
Program.
(b) Termination of the Program. The Program shall terminate on
the tenth anniversary of its effective date unless terminated earlier by the
Board or unless extended by the Board.
(c) Termination and Amendment of Outstanding Grants. A
termination or amendment of the Program that occurs after a Grant is made shall
not result in the termination or amendment of the Grant unless the Grantee
consents or unless the Plan Administrator acts under Section 9(d). The
termination of the Program shall not impair the power and authority of the Plan
Administrator with respect to outstanding Grants. Whether or not the Program has
terminated, an outstanding Grant may be terminated or amended under Section 9(d)
or may be amended by agreement of the Company and the Grantee on terms
consistent with the Program.
9. General Provisions.
(a) Prohibitions Against Transfer. Only a Grantee or his or
her authorized representative may exercise rights under a Grant. Such persons
may not transfer those rights, except upon the express written consent of the
Company, which may be granted or denied in the Company's discretion. Except as
otherwise expressly provided herein or in the instrument of grant, when a
Grantee dies, the personal representative or other person entitled under a Grant
under the Program to succeed to the rights of the Grantee ("Successor Grantee")
may exercise the rights. A Successor Grantee must furnish proof satisfactory to
the Plan Administrator of his or her right to receive the Grant under the
Grantee's will or under the applicable laws of descent and distribution.
(b) Suitable Grants. The Plan Administrator may make a Grant
to an employee of another corporation who becomes an Eligible Grantee by reason
of a corporate merger, consolidation, acquisition of stock or property, share
exchange, reorganization or liquidation involving the Company in substitution
for a stock option, stock appreciation right, performance award, or restricted
stock grant previously granted by such corporation (the "Original Incentives").
The terms and conditions of the substitute Grant may vary from the terms and
conditions required by the Program and from those of the Original Incentives.
The Plan Administrator shall prescribe the exact provisions of the substitute
Grants, preserving where possible the provisions of the Original Incentives.
(c) Subsidiaries. The term "subsidiary" means a corporation in
which the Company owns directly or indirectly 50% or more of the voting power.
<PAGE>
(d) Compliance with Law. The Program, the exercise of Grants,
and the obligations of the Company to issue or transfer shares of Common Stock
under Grants shall be subject to all applicable laws and to approvals by any
governmental or regulatory agency as may be required. The Plan Administrator may
revoke any Grant if it is contrary to law or modify a Grant to bring it into
compliance with any valid and mandatory government regulation. The Plan
Administrator may also adopt rules regarding the withholding of taxes on payment
to Grantees.
(e) Ownership of Stock. A Grantee or Successor Grantee shall
have no rights as a stockholder of the Company with respect to any Shares
covered by a Grant until the Shares are issued or transferred to the Grantee or
Successor Grantee on the Company's books.
(f) No Right to Employment. The Program and the Grants under
it shall not confer upon any Grantee the right to continue in the employment of
the Company or affect in any way the right of the Company to terminate the
employment of a Grantee at any time.
(g) Effective Date of the Program. The Program shall become
effective upon its approval by the Company's stockholders under applicable law
and regulatory requirements. Grants may be made prior to such approval but no
Grant may be exercised until such approval is obtained.
(h) Fair Market Value. For the purposes of the Program, the
term "Fair Market Value" means, as of any date, the closing price of a share of
Common Stock of the Company on such date. The closing price shall be (i) if the
Common Stock is then listed or admitted for trading on any national securities
exchange, or if not so listed or admitted for trading, is listed or admitted for
trading on NASDAQ, the last sale price of the Common Stock, regular way, or the
mean of the bid and asked prices thereof for any trading day on which no such
sale occurred, in each case as officially reported on the principal securities
exchange on which the Common Stock is listed or admitted for trading or on
NASDAQ, as the case may be, or (ii) if not so listed or admitted for trading on
a national securities exchange or NASDAQ, the mean between the closing high bid
and low asked quotations for the Common Stock in the over-the-counter market as
reported by NASDAQ, or any similar system for the automated dissemination of
securities prices then in common use, if so quoted, as reported by any member
firm of the New York Stock Exchange selected by the Company; provided, however,
that if, by reason of extended or continuous trading hours on any exchange or in
any market or for any other reason, the time, with respect to any trading day,
of the close of trading for the purpose of determining the "last sale price" or
the "closing" bid and asked prices is not objectively determinable, the time on
such trading day used for the purpose of reporting any compilation of last sale
prices or closing bid and asked prices in The Wall Street Journal shall be the
time on such trading day as of which the "last sale price" or "closing" bid and
asked prices are determined for purposes of this definition. If the Common Stock
is quoted on a national securities or central market system in lieu of a market
or quotation system described above, the closing price shall be determined in
the manner set forth in clause (i) of the preceding sentence if actual
transaction are reported, and in the manner set forth in clause (ii) of the
preceding sentence if bid and asked quotations are reported but actual
transactions are not. If on the date in question, there is no exchange or
over-the-counter market for the Common Stock, the "fair market value" of such
Common Stock shall be determined by the Plan Administrator acting in good faith.
<PAGE>
Notwithstanding the foregoing, so long as the Common Stock of the Company shall
be listed for trading on the Vancouver Stock Exchange (the "VSE"), for the
purposes of the Program the term "Fair Market Value" means, as of any date, the
average of the closing price of a share of Common Stock of the Company for the
ten trading days immediately preceding such date, and the closing price shall
mean the last sale price of the Common Stock on the VSE.
(i) Application of Funds. The proceeds received by the Company
from the issuance of Grants pursuant to the Program will be used for general
corporate purposes.
(j) No Obligation to Exercise Option. The granting of an
option to any Grantee under the Program shall impose no obligation upon such
Grantee to exercise such option.
(k) Severability. If any provision of the Program, or any term
or condition of any Grant granted or form executed or to be executed thereunder,
or any application thereof to any person or circumstances is invalid, such
provision, term, condition or application shall to that extent be void (or, in
the discretion of the Plan Administrator, such provision, term or condition may
be amended so as to avoid such invalidity or failure), and shall not affect
other provisions, terms or conditions or applications thereof, and to this
extent such provisions, terms and conditions are severable.
(l) Instrument of Grant. Each Grant under this Program shall
be evidenced by an agreement (i.e., an instrument of Grant) setting forth the
terms and conditions applicable to such Grant. No Grant shall be valid until an
agreement is executed by the Company and the recipient of such award and, upon
execution by each party and delivery of the agreement to the Company, such award
shall be effective as of the effective date set forth in the Agreement.
(m) Restricted Shares. Each award made hereunder shall be
subject to the requirement that if at any time the Company determines that the
listing, registration or qualification of the shares of Common Stock subject to
such award upon any securities exchange or under any law, or the consent or
approval of any governmental body, or the taking of any other action is
necessary or desirable as a condition of, or in connection with, the delivery of
shares thereunder, such shares shall not be delivered unless such listing,
registration, qualification, consent, approval or other action shall have been
effected or obtained, free of any conditions not acceptable to the Company. The
Company may require that certificates evidencing shares of Common Stock
delivered pursuant to any award made hereunder bear a legend indicating that the
sale, transfer or other disposition thereof by the holder is prohibited except
in compliance with the Securities Act of 1933, as amended, and the rules and
regulations thereunder.
(n) Program Controls. In the case of any conflict or
inconsistency between the terms of this Program and the terms of any instrument
of Grant, the terms of this Program will control, unless the instrument of grant
expressly provides that the terms of such instrument of grant will control.
EXHIBIT 5.1
April 13, 1999
Board of Directors
Asia Media Communications, Ltd.
712 Fifth Avenue, 7th Floor
New York, New York 10019
Gentlemen:
We are acting as counsel for Asia Media Communications, Ltd., a Nevada
corporation (the "Company"), in connection with the preparation and filing of a
Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission under the Securities Act of 1933, as amended.
The Registration Statement relates to 1,000,000 shares of the Company's common
stock, $0.01 par value per share.
In connection herewith, we have examined and relied without independent
investigation as to matters of fact upon such certificates of public officials,
such statements and certificates of officers of the Company and originals or
copies certified to our satisfaction of the Registration Statement, the Articles
of Incorporation of the Company, the Bylaws of the Company, proceedings of the
Board of Directors of the Company and such other corporate records, documents,
certificates and instruments as we have deemed necessary or appropriate in order
to enable us to render this opinion. In rendering this opinion, we have assumed
the genuineness of all signatures on all documents examined by us, the due
authority of the parties signing such documents, the authenticity of all
documents submitted to us as originals and the conformity to the originals of
all documents submitted to us as copies.
Based upon and subject to the foregoing, it is our opinion that once
issued in accordance with the provisions of the 1999 Incentive Plan, the
1,000,000 shares of common stock of the Company covered by the Registration
Statement will be legally issued, fully paid and non-assessable shares of Common
Stock of the Company.
We hereby consent to the reference to our name in the Registration
Statement under the caption "Legal Matters" and further consent to the filing of
this opinion as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ Bryan Cave LLP
BRYAN CAVE LLP
EXHIBIT 23.2
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated March 29, 1999,
incorporated by reference in Asia Media Communications, Ltd.'s Form 10-KSB for
the year ended December 31, 1998 and to all references to our Firm included in
this registration statement.
/s/ Wlosek & Braverman, L.L.C.
Wloskek & Braverman, L.L.C.
Certified Public Accountants
Clifton, New Jersey
April 13, 1999
