As filed with the Securities and Exchange Commission on June 29, 1999
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under the Securities Act of 1933
MY WEB INC.COM
(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 NON-QUALIFIED STOCK OPTION PLAN OF MY WEB INC.COM
(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 1,000,000 $8.63 $8,630,000 $2,399.14
value 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 June 21, 1999.
(2) This Registration Statement also covers such additional shares of common
stock as may be issuable pursuant to the antidilution provisions of the
plan.
<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 My Web Inc.com 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:
- My Web Inc.com's (formerly Asia Media Communications, Ltd.) 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).
- My Web Inc.com's Quarterly Report on Form 10-QSB for the period
ended March 31, 1999.
- My Web Inc.com's Current Report on Form 8-K dated February 24, 1999
(filed on March 11, 1999, as amended by Form 8-K/A filed May 10,
1999).
All documents subsequently filed by My Web Inc.com 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.
<PAGE>
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
See the Exhibit Index filed herewith.
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.
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, on the 28th day of June, 1999.
MY WEB INC.COM
By: /s/ T.S. Wong
---------------------------------------
T.S. Wong
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated below.
/s/ T. S. Wong
- ----------------------- President, Chief Executive Officer, and June 28, 1999
T. S. Wong Director
/s/ Edward J. Tobin
- ----------------------- Chairman of the Board, Secretary and June 24, 1999
Edward J. Tobin Director
/s/ Victor Ng
- ----------------------- Director and Chief Financial Officer June 28, 1999
Victor Ng
<PAGE>
EXHIBIT INDEX
Exhibit Description
------- -----------
4.1(a) My Web Inc.com's Certificate of Incorporation, as amended
(incorporated by reference to My Web Inc.com's Report on
Form 10-SB as filed with the Commission on February 16,
1994)
4.1(b) Certificate of Amendment of Articles of Incorporation of
Asia Media Communications, Ltd.
4.2 Registrant's By-laws (incorporated by reference to My Web
Inc.com's Report on Form 10-SB as filed with the Commission
on February 16, 1994)
4.3 1999 Non-Qualified Stock Option Plan of My Web Inc.com
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.
23.3 Consent of Arthur Andersen & Co.
EXHIBIT 4.1(b)
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
(AFTER ISSUANCE OF STOCK)
ASIA MEDIA COMMUNICATIONS, LTD.
We, the undersigned, Edward J. Tobin, Chairman, and Steven A.
Saide, Assistant Secretary of Asia Media Communications, Ltd. do hereby certify:
That the Board of Directors of said corporation by Unanimous Written
Consent of the Board of Directors dated March 11, 1999, adopted resolutions to
amend the original articles as follows:
Article First is hereby amended to read as follows:
1. NAME. The name of the corporation is MyWeb Inc.com (hereinafter
called the "Corporation").
The number of shares of the corporation outstanding and entitled to
vote on an amendment to the Articles of Incorporation is 9,485,355; that the
said change and amendment have been consented to and approved by a majority vote
of the stockholders holding at least a majority of each class of stock
outstanding and entitled to vote thereon.
/s/ Edward J. Tobin
------------------------------------
Edward J. Tobin, Chairman
/s/ Steven A. Saide
-----------------------------------
Steven A. Saide, Assistant Secretary
STATE OF NEW YORK )
) SS.
COUNTY OF NEW YORK )
On April 22, 1999, personally appeared before me, a Notary Public,
Edward J. Tobin who acknowledged that he executed the above instrument.
/s/ Steven A. Saide
-----------------------------------
Signature of Notary
(Notary Stamp or Seal)
STATE OF NEW YORK )
) SS.
COUNTY OF NEW YORK )
On April 22, 1999, personally appeared before me, a Notary Public,
Steven A. Saide who acknowledged that he executed the above instrument.
/s/ Karen S. Johnson
-----------------------------------
Signature of Notary
(Notary Stamp or Seal)
EXHIBIT 4.3
1999 NON-QUALIFIED STOCK OPTION PLAN OF MY WEB INC.COM
The 1999 Non-Qualified Stock Option Plan of MY WEB INC.COM
(the "Plan") provides for the grant to officers, directors and employees of MY
WEB INC.COM ("MYWEB") and its direct and indirect subsidiaries (collectively,
the "Company"), and certain consultants to the Company, with options to acquire
shares of the Company's common stock, par value $.01 per share (the "Common
Stock"). The Company believes that the Plan will cause those persons to
contribute materially to the growth and success of the Company, thereby
benefiting its stockholders.
1. Administration.
The Plan shall be administered and interpreted by the Board of
Directors of MYWEB (the "Board"). The Board's decisions shall be final and
conclusive with respect to the interpretation and administration of the Plan and
any Stock Option granted under it.
2. Stock Options.
Stock options under the Plan shall consist of non-qualified
stock options ("Stock Options"). All Stock Options shall be subject to the terms
and conditions set out herein and to such other terms and conditions consistent
with the Plan as the Board deems appropriate. The Board shall approve the form
and provisions of each Stock Option. Stock Options under the Plan need not be
uniform. Each Stock Option shall be evidenced by a written instrument providing
for the grant of the Stock Option ("Stock Option Agreement").
3. Eligibility for Stock Options.
Stock Options may be granted to any employee, officer, key
executive, director, professional or administrative employee, consultant or
advisor to the Company selected by the Board to receive Stock Option grants
under the Plan (persons so selected, the "Optionees").
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 Plan is
1,000,000 Shares, plus, (i) any Shares which are forfeited under the Plan after
the adoption of the Plan by the Board ; 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 Plan; plus (iii) any Shares surrendered to the Company in
payment of the exercise price of Stock Options issued under the Plan. However,
no Stock Options may be granted that would bring the total of all outstanding
Shares subject to Stock Options under the Plan to more than 15% of the total
number of Shares at the time outstanding. The Shares may be authorized but
unissued Shares or treasury Shares. The number of Shares available for grants of
Stock Options at any given time shall be reduced by the aggregate of all Shares
previously issued or transferred pursuant to the Plan plus the aggregate of all
Shares which may become subject to issuance or transfer under then-outstanding
and then-currently exercisable Stock Options under the Plan.
<PAGE>
(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 Plan as to which Stock
Options may be granted (both in the aggregate and to any one Optionee), the
number and class of Shares under each then-outstanding Stock Option and the
Option Price per share of such options shall be correspondingly adjusted by the
Board, such adjustments to be made in the case of outstanding Stock Options
without change in the total price applicable to such Stock Options. 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, an Optionee shall be
entitled to options on that number of shares of stock in the new corporation
which the Optionee would have received had the Optionee exercised all of the
unexercised Stock Options available to the Optionee under the Plan, whether or
not then exercisable, at the instant immediately prior to the effective date of
such transaction. Thereafter, adjustments as provided above shall relate to the
Stock Options of the new corporation. Except as otherwise specifically provided
in the \Stock Option Agreement, 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 Board in its sole discretion determines will materially
adversely affect the market value of the Common Stock after the tender or
exchange offer, the Board shall have the right, but not the obligation, in the
exercise of its business judgment, prior to the shareholders' 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
which are outstanding shall become immediately exercisable in full, and/or (ii)
determine that the Stock Options shall be adjusted and make such adjustments by
substituting for Common Stock of the Company subject to Stock Options, 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 Stock Options
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 Optionee if the Stock Option had been exercised
in full prior to such transaction or expiration date and the Optionee had
exchanged all of such shares in the transaction or sold or exchanged all of such
shares pursuant to the tender or exchange offer. 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
<PAGE>
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.
5. Conditions of Stock Options.
(a) Exercise of Option. An Optionee 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 Optionee shall pay the
Option Price in cash or with the Board's permission, by delivering shares of
Common Stock already owned by the Optionee and having a Fair Market Value on the
date of exercise equal to the Option Price, or a combination of cash and Shares.
The Optionee 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 Optionee fails to pay the
Option Price within the thirty (30) day period, the Board shall have the right
to take whatever action it deems appropriate, including voiding the Stock 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. The Board may, in its discretion and
subject to such rules as the Board may adopt, permit the Optionee to satisfy, in
whole or in part, any withholding tax obligation which may arise in connection
with the exercise of the Stock Option by electing to have the Company withhold
shares of Common Stock having a Fair Market Value equal to the amount of the
withholding tax.
(d) Price and Term. The Option Price per share, term and other
provisions of Stock Options granted under the Plan shall be specified by the
Stock Option Agreement. In addition, the Board may prescribe such other
conditions as it may deem appropriate, which conditions shall be specified in
the Stock Option Agreement.
<PAGE>
(e) Restored Options. Stock Options granted under the Plan
may, with the Board'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 an Optionee pays all or part of the Option Price of such Stock
Option with shares of Common Stock held by the Optionee, then upon exercise of
such Stock Option the Optionee 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 Optionee 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. Amendment and Termination of the Plan.
(a) Amendment. The Board may from time to time amend,
alter, suspend or discontinue the Plan.
(b) Termination of the Plan. The Plan 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 Stock Options. A
termination or amendment of the Plan that occurs after a Stock Option has been
granted shall not result in the termination or amendment of the Stock Option
unless the Optionee consents or unless the Board acts under Section 7(d). The
termination of the Plan shall not impair the power and authority of the Board
with respect to outstanding Stock Options. Whether or not the Plan has
terminated, an outstanding Stock Option may be terminated or amended under
Section 7(d) or may be amended by agreement of the Company and the Optionee on
terms consistent with the Plan.
7. General Provisions.
(a) Prohibitions Against Transfer. Only an Optionee or his or
her authorized representative may exercise a Stock Option. 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 stock Option Agreement, when an Optionee
dies, the personal representative or other person entitled to succeed to the
rights of the Optionee ("Successor Optionee") may exercise the Stock Option. A
Successor Optionee must furnish proof satisfactory to the Board of his or her
right to exercise the Stock Option under the Optionee's will or under the
applicable laws of descent and distribution.
(b) Suitable Grants. The Board may grant a Stock Option to an
employee of another corporation who becomes an Eligible Optionee 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 terms and conditions of
the substitute Stock Option may vary from the terms and conditions required by
the Plan and from those of the Original Incentives. The Board shall prescribe
the exact provisions of the substitute Grants, preserving where possible the
provisions of the Original Incentives.
<PAGE>
(c) Subsidiaries. The term "subsidiary" means a corporation in
which the Company owns directly or indirectly 50% or more of the voting power.
(d) Compliance with Law. The Plan, the exercise of Stock
Options, and the obligations of the Company to issue or transfer shares of
Common Stock under Stock Options shall be subject to all applicable laws and to
approvals by any governmental or regulatory agency as may be required. The Board
may revoke a grant of a Stock Option if it is contrary to law or modify a grant
to bring it into compliance with any valid and mandatory government regulation.
The Board may also adopt rules regarding the withholding of taxes.
(e) Ownership of Stock. An Optionee or Successor Optionee
shall have no rights as a stockholder of the Company with respect to any Shares
covered by a grant of a Stock Option until the Shares are issued or transferred
to the Optionee or Successor Optionee on the Company's books.
(f) No Right to Employment. The Plan and the grants under it
shall not confer upon any Optionee 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 an Optionee at any time.
(g) Effective Date of the Program. The Plan shall become
effective upon its approval by the Board. Grants may be made prior to such
approval but no Grant may be exercised.
(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>
(i) Application of Funds. The proceeds received by the Company
from the exercise of Stock Options pursuant to the Plan will be used for general
corporate purposes.
(j) No Obligation to Exercise Stock Option. The granting of
Stock Option to any Optionee under the Plan shall impose no obligation upon such
Optionee to exercise such Stock Option.
(k) Severability. If any provision of the Plan, or any term or
condition of any grant hereunder, 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 Board, 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) Effectiveness of Grant. No grant shall be valid until a
Stock Option Agreement is executed by the Company and the Optionee and, upon
execution by each party and delivery of the Stock Option Agreement to the
Company, such grant shall be effective as of the effective date set forth in the
Stock Option Agreement.
(m) Plan Controls. In the case of any conflict or
inconsistency between the terms of the Plan and the terms of any Stock Option
Agreement, the terms of the Plan will control, unless the Stock Option Agreement
expressly provides that the terms of such Stock Option Agreement will control.
EXHIBIT 5.1
June 29, 1999
Board of Directors
My Web Inc.com
712 Fifth Avenue, 7th Floor
New York, New York 10019
Gentlemen:
We are acting as counsel for My Web Inc.com, 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 Non-Qualified Stock Option
Plan of My Web Inc.com, 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
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 My Web Inc.com International, Ltd.'s Form 10-KSB
for the year ended December 31, 1998 and to all references to our Firm included
in this registration statement.
Clifton, New Jersey /s/ Wlosek & Braverman
June 24, 1999
<PAGE>
EXHIBIT 23.3
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 6 May, 1999 on the
financial statements of Tecnochannel Technologies Sdn. Bhd. ("Company") as of 31
December, 1998 and 1997 and for the year/nine months then ended incorporated by
reference in MyWeb Inc.'s Form 8K/A as filed with the Securities and Exchange
Commission ("SEC") on 10 May, 1999 and to all references to our firm included in
this registration statement.
We have not audited any financial statements of the Company subsequent to 31
December, 1998 or performed any audit procedures subsequent to the date of our
report.
Yours faithfully,
/s/ Arthur Andersen & Co.
Dated: June 23, 1999
