As filed with the Securities and
Exchange Commission on February 28, 2000
File No. 000-20786
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
Registration Statement
Under the Securities Act of 1933
LEAPFROG SMART PRODUCTS, INC.
(Exact Name of Registrant as Specified in its Charter)
1999-2000 Consultation Services Compensation Plan
1999-2000 Incentive Stock Option Plan
(Full name of the plan)
COLORADO 000-20786 84-1076959
--------- ------------ ----------
(State of (Commission File No.) (IRS Employer ID No.)
Incorporation)
1011 Maitland Center Commons
Maitland FL 32751
407-838-0400
--------------------------------------------------
(Address of Principal Executive Offices)
NADEAU & SIMMONS, P.C.
1250 TURKS HEAD BUILDING
PROVIDENCE, RI 02903
401-272-5800
---------------------------------------------------
(Name and Address of agent for service)
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following line:
[X]
CALCULATION OF REGISTRATION FEE
Proposed(1)(2)Proposed(2)(3)
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(4) Per Share Price Fee (3)
- --------------------------------------------------------------------------------
Common Stock 860,716 $1.00 $860,716 $297.00
(1) The securities registered hereunder are shares of the registrant's
common stock, $.001 par value.
(2) Estimated for purpose of calculating the registration fee.
(3) The fee with respect to these shares has been calculated pursuant
to Rules 457(h) and 457(c) under the Securities Act of 1933, as
amended, and based upon the book value of the Registrant's Common
Stock on a date within five (5) days prior to the date of filing of this
Registration Statement.
(4) Shares of the registrant's common stock issuable to consultants and
advisors under the registrant's 1999-2000 Consultation Services
Compensation Plan and Incentive Stock Option Plan.
------------------------------------------------------
FORWARD LOOKING STATEMENTS
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THIS FORM S-8 AND OTHER STATEMENTS ISSUED OR MADE FROM TIME TO TIME BY LEAPFROG
SMART PRODUCTS, INC. (HEREINAFTER REFERRED TO AS "LEAPFROG" AND/OR "COMPANY"
AND/OR "REGISTRANT") OR ITS REPRESENTATIVES CONTAIN STATEMENTS WHICH MAY
CONSTITUTE "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF THE SECURITIES ACT
OF 1933 AND THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED BY THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995.
FIFTEEN U.S.C.A. SECTIONS 77Z-2 AND 78U-5 (SUPP. 1996). THOSE STATEMENTS INCLUDE
STATEMENTS REGARDING THE INTENT, BELIEF OR CURRENT EXPECTATIONS OF LEAPFROG AND
MEMBERS OF ITS MANAGEMENT TEAM AS WELL AS THE ASSUMPTIONS ON WHICH SUCH
STATEMENTS ARE BASED.
PROSPECTIVE INVESTORS ARE CAUTIONED THAT ANY SUCH FORWARD-LOOKING STATEMENTS ARE
NOT GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE RISKS AND UNCERTAINTIES, AND
THAT ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTEMPLATED BY SUCH
FORWARD-LOOKING STATEMENTS. IMPORTANT FACTORS CURRENTLY KNOWN TO MANAGEMENT THAT
COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN FORWARD-LOOKING
STATEMENTS ARE SET FORTH IN THE SAFE HARBOR COMPLIANCE STATEMENT FOR FORWARD-
LOOKING STATEMENTS INCLUDED AS EXHIBIT 99.1 TO THIS FORM S-8, AND ARE HEREBY
INCORPORATED HEREIN BY REFERENCE. THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE
OR REVISE FORWARD-LOOKING STATEMENTS TO REFLECT CHANGED ASSUMPTIONS, THE
OCCURRENCE OF UNANTICIPATED EVENTS OR CHANGES TO FUTURE OPERATING RESULTS OVER
TIME.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The information required by Part I is included in documents sent or given to
participants in the 1999-2000 Consultation Services Compensation Plan pursuant
to Rule 428(b)(1).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are following by reference into the registration
statement:
(a)-1. The Company's Definitive Schedule 14C, Information Statement, filed
January 18, 2000;
The Predecessor Company's ("Albara Corporation") Form 10QSB, filed
November 16, 1999 for the quarter ending September 30, 1999;
Albara Corporation's Form 8-K, filed November 4, 1999;
Albara Corporation's Form 8-K, filed September 7, 1999;
Albara Corporation's Form 10-QSB, filed August 12, 1999 for the
quarter ending June 30, 1999;
Albara Corporation's Form 10-KSB, filed June 10, 1999; and
all other reports filed pursuant to section 13(a) or 15(d) since the
end of the year covered by the above annual reports.
(a)-2. All documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended,
subsequent to the date hereof and prior to the filing of a post-
effective amendment which indicates that all securities offered hereby
have been sold or which de-registers all securities covered hereby
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, except as to any portion of any future Annual or Quarterly
Report to Stockholders which is deemed to be modified or superseded
for purposes of this Registration Statement to the extent that such
statement is replaced or modified by a statement contained in a
subsequently dated document incorporated by reference or contained in
this Registration Statement.
(a)-3 The description of the Company's common stock which is contained in
the Definitive Schedule 14C, Information Statement filed under Section
12 of the Securities Exchange Act of 1934, including any amendments or
reports filed for the purpose of updating such description.
ITEM 4. DESCRIPTION OF SECURITIES
Common Stock:
Securities are registered under Section 12(g) of the Exchange Act.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
The validity of the shares of Common Stock to be issued pursuant to this
registration statement will be passed upon by Nadeau & Simmons, P.C.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Colorado Business Corporation Act (the "Act") provides that a corporation
may indemnify a director or officer of the corporation and to purchase and
maintain liability insurance for those persons as, and to the extent permitted
by the Act.
The Company's Bylaws limits directors' liability for monetary damages for
breaches of their duties of care owed the Company to the fullest extent
permitted by Colorado law.
Article 109 of the Colorado Business Corporation Act: (i) gives Colorado
corporations broad powers to indemnify their present and former directors and
officers and those of affiliated corporations against expenses (including
attorneys fees) judgments, fines and other amounts paid in settlement actually
and reasonably incurred in connection with threatened, pending or completed
actions, suits, or proceedings to which they are parties or are threatened to be
made parties by reason of being or having been such directors or officers,
subject to specified conditions and exclusions; (ii) gives an officer or
director who successfully defends an action the right to be so indemnified; and
(iii) permits a corporation to buy directors' and officers' liability insurance.
As permitted by Colorado law, the Registrant's Articles of Incorporation provide
that the Registrant will indemnify its directors and officers against expenses
and liabilities they incur to defend, settle, or satisfy any civil or criminal
action brought against them on account of their being or having been directors
or officers unless, in any such action, they are adjudged to have acted with
gross negligence or willful misconduct. The Registrant's Articles of
Incorporation also exclude personal liability for its directors for monetary
damages based upon any violation of their fiduciary duties as directors, except
as to liability for any breach of the duty of loyalty, acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, acts which constitute improper distributions to shareholders in violation
of Section 7-106-401 of the Colorado Business Corporation Act, or any
transaction from which a director receives an improper personal benefit. This
exclusion of liability does not limit any right which a director may have to be
indemnified and does not affect any director's liability under federal or
applicable state securities laws.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in such Act and is
therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Does not apply.
PART III
ITEM 8.EXHIBITS
EXHIBIT INDEX
Exhibit No. Exhibit
x 3(a) Articles of Incorporation
x 3(b) Bylaws
# 4(a) Agreements Defining Certain Rights of Shareholders
# 4(b) Specimen Stock Certificate
x 5.1 Opinion of Nadeau & Simmons, P.C. regarding the
legality of the securities being offered hereby.
7 Not applicable
9 Not applicable
# 10(a) Pre-incorporation Consultation and Subscription
Agreement
x 10.1 Consultation Services Agreement
Exhibit No. Exhibit
x 10.2 Legal Services Engagement Agreement
11 Not applicable
14 Not applicable
16 Not applicable
21 Not applicable
x 23.1 Consent of Counsel
(contained in Exhibit 5.1)
# 24.1 Consent of CPA.
27 Financial Data Schedule
28 Not applicable
# 99.1 Safe Harbor Compliance Statement
____________________________
x filed herewith
# incorporated herein by reference from Registrant's Definitive Information
Statement, filed on Schedule 14C on January 18, 2000.
ITEM 9. UNDERTAKINGS
The undersigned hereby undertakes:
(1)(a) 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 of 1933;
(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;
(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 (1)(i) and (1)(a)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(1)(b) That, for the purpose of determining any liability under the Securities
Act of 1933, 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
benefit offering thereof.
(2) 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
Plan.
(3) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act pursuant to section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial benefit offering thereof.
(4) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver,
or cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
(5) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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.
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 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 Maitland, Florida, on the 28th day of February,
2000.
LEAPFROG SMART PRODUCTS, INC.
By: /s/ Randolph Tucker
________________________________
RANDOLPH TUCKER
CEO
Date: February 28, 2000
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
/s/Randolph Tucker CEO February 28, 2000
& Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears
below constitutes and appoints Randolph Tucker, his true and lawful attorneys-
in-fact and agents with full power of substitution and re-substitution, for then
and in their name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this registration
statement and to file the same with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done,
as fully to all intents and purposes as they might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
This power of attorney may be executed in counterparts.
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ---------------- --------------- --------------
<S> <C> <C>
/s/ Dale Grogan
DALE GROGAN President February 28, 2000
/s/ Jim Grebey
JAMES GREBEY Vice President February 28, 2000
/s/ Jim Gornto
JAMES GORNTO Secretary February 28, 2000
</TABLE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
---------------------------
LEAPFROG SMART PRODUCTS, INC.
EXHIBIT INDEX
Exhibit No. Exhibit
# 3(a) Articles of Incorporation
# 3(b) Bylaws
# 4(a) Agreements Defining Certain Rights of Shareholders
# 4(b) Specimen Stock Certificate
x 5.1 Opinion of Nadeau & Simmons, P.C. regarding the
legality of the securities being offered hereby.
7 Not applicable
9 Not applicable
# 10(a) Pre-incorporation Consultation and Subscription
Agreement
x 10.1 Consultation Services Agreement
Exhibit No. Exhibit
x 10.2 Legal Services Engagement Agreement
11 Not applicable
14 Not applicable
16 Not applicable
21 Not applicable
x 23.1 Consent of Counsel
(contained in Exhibit 5.1)
# 24.1 Consent of CPA.
27 Financial Data Schedule
28 Not applicable
# 99.1 Safe Harbor Compliance Statement
____________________________
x filed herewith
# incorporated herein by reference from Registrant's Definitive Information
Statement, filed on Schedule 14C on January 18, 2000.
EXHIBIT 5.1
NADEAU & SIMMONS, P.C.
February 28, 2000
Leapfrog Smart Products, Inc.
1011 Maitland Center Commons
Maitland, FL
Re: S-8 for Leapfrog Smart Products, Inc.
Gentlemen:
At your request, we have examined the form of Registration Statement
which you are filing with the Securities and Exchange Commission, on Form S-8
(the "Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of 860,716 shares of your Common Stock
(the "Stock") issuable pursuant to the 1999-2000 Consultation Services
Compensation Plan and Incentive Stock Option Plan (hereinafter collectively
referred to as the "Plan").
In rendering the following opinion, we have examined and relied only upon
the documents, and certificates of officers and directors of the Company as
are specifically described below. In our examination, we have assumed the
genuineness of all signatures, the authenticity, accuracy and completeness of
the documents submitted to me as originals, and the conformity with the
original documents of all documents submitted to me as copies. Our examination
was limited to the following documents and not others:
1. Certificate of Incorporation of the Company, as amended to date;
2. Bylaws of the Company, as amended to date;
3. Certified Resolutions adopted by the Board of Directors of the
Company authorizing the Plan and the issuance of the Stock.
4. The Registration Statements.
5. The Form of Plan.
We have not undertaken, nor do we intend to undertake, any independent
investigation beyond such documents and records, or to verify the adequacy of
accuracy of such documents and records.
NADEAU & SIMMONS, P.C.
Leapfrog Smart Products, Inc.
February 28, 2000
Page 2
Based on the foregoing, it is our opinion that the Stock issued under the
Plan, subject to effectiveness of the Registration Statement and compliance
with applicable blue sky laws, and execution of the Plan in the form referred
to herein, when issued under the Plan, has been duly and validly authorized,
fully paid and non-assessable.
We express no opinion as to compliance with the securities or "blue sky"
laws of any state in which the Stock is proposed to be offered and sold or as
to the effect, if any, which non-compliance with such laws might have on
the validity of issuance of the Stock.
We consent to the filing of this opinion as an exhibit to any filing made
with the Securities and Exchange Commission or under any state or other
jurisdiction's securities act for the purpose of registering, qualifying or
establishing eligibility for an exemption from registration or qualification
of the Stock described in the Registration Statement in connection with the
offering described therein. Other than as provided in the preceding sentence,
this opinion (i) is addressed solely to you, (ii) may not be relied upon by
any other party, (iii) covers only matters of Colorado and federal law and
nothing in this opinion shall be deemed to imply any opinion related to the
laws of any other jurisdiction, (iv) may not be quoted or reproduced or
delivered by you to any other person, and (v) may not be relied upon for any
other purpose whatsoever. Nothing herein shall be deemed to relate to or
constitute an opinion concerning any matters not specifically set forth above.
By giving you this opinion and consent, we do not admit that we are
experts with respect to any part of the Registration Statement or Prospectus
within the meaning of the term "expert" as used in Section 11 of the Securities
Act of 1933, as amended, or the Rules and Regulations of the Securities and
Exchange Commission promulgated thereunder.
The information set forth herein is as of the date of this letter. We
disclaim any undertaking to advise you of changes which may be brought to my
attention after the effective date of the Registration Statement.
Very truly yours,
NADEAU & SIMMONS, P.C.
By: /s/Nadeau & Simmons, P.C.
EXHIBIT 10.1
1999-2000 CONSULTATION SERVICES COMPENSATION PLAN
1. PURPOSE OF THE PLAN.
This Consultation Services Compensation Plan is intended to further
the growth and advance the best interest of Leapfrog Smart Products, Inc., a
Colorado corporation (the "Company"), by supporting and increasing the
Company's ability to attract, retain and compensate persons of experience and
ability and whose services are considered valuable, to encourage the sense of
proprietorship in such persons, and to stimulate the active interest of such
persons in the development and success of the Company. This Plan provides for
stock compensation through the award of the Company's Common Stock, as a bonus
or in lieu of cash compensation for services rendered.
2. DEFINITIONS.
Whenever used in this Plan, except where the context might clearly
indicate otherwise, the following terms shall have the meanings set forth in
this section:
a. "Act" means the U.S. Securities Act of 1933, as amended.
b. "Affiliated Corporation" means any Parent or Subsidiary.
c. "Award" means any grant of Common Stock made under this
Plan, as a bonus, or in lieu of cash compensation for
services rendered.
d. "Board of Directors" means the Board of Directors of the
Company.
e. "Code" means the Internal Revenue Code of 1986, as amended.
f. "Common Stock" or "Common Shares" means the common stock,
$.001 par value per share, of the Company, or in the event
that the outstanding Common Shares are hereafter changed into
or exchanged for different shares of securities of the
Company, such other shares or securities.
g. "Date of Grant" means the day the Board of Directors
authorizes the grant of an Award or such later date as may be
specified by the Board of Directors as the date a particular
Award will become effective.
h. "Employee/Consultant" means any person or entity that renders
bona fide services to the Company, including, without
limitation, (i) a person employed by the Company in any
capacity; (ii) an officer or director of the Company; or
(iii) a person engaged by the Company as a consultant or
advisor.
i. "Participant" means an Employee or Consultant to whom an Award
of Plan Shares has been made.
j. "Plan Shares" means shares of Common Stock from time to time
subject to this Plan.
3. EFFECTIVE DATE OF THE PLAN.
The effective date of this Plan is February 28, 2000. No Plan Shares
may be issued after December 31, 2000.
4. ADMINISTRATION OF THE PLAN.
The Board of Directors will be responsible for the administration of
this Plan, and will negotiate compensation under this Plan. Subject to the
express provisions of this Plan, the Board of Directors shall have full
authority and sole and absolute discretion to interpret this Plan, to prescribe,
amend and rescind rules and regulations relating to it, and to make all other
determinations which it believes to be necessary or advisable in administering
this Plan. The determination of those eligible to receive Plan Shares shall rest
in the sole discretion of the Board of Directors, subject to the provisions of
this Plan. The Board of Directors may correct any defect, supply any omission or
reconcile any inconsistency in this Plan in such manner and to such extent it
shall deem necessary to carry it into effect. Any decision made, or action
taken, by the Board of Directors arising out of or in connection with the
interpretation and administration of the Plan shall be final and conclusive. The
Board of Directors may appoint a compensation committee from among the
members of the full Board of Directors to administer this Plan.
5. STOCK SUBJECT TO THE PLAN.
The maximum number of Plan Shares as to which Awards may be granted
under this Plan is 860,716 shares.
6. PERSONS ELIGIBLE TO RECEIVE AWARDS.
Awards may be granted only to Employees or Consultants
7. GRANTS OF AWARDS.
Except as otherwise provided herein, the Board of Directors shall have
complete discretion to determine when and to which Employees Awards are to be
granted, and the number of Plan Shares to be Awarded to each
Employee/Consultant. No grant will be made if, in the judgment of the Board of
Directors, such a grant would constitute a public distribution with the meaning
of the Act or the rules and regulations promulgated thereunder.
8. DELIVERY OF STOCK CERTIFICATES.
As promptly as practicable after authorizing the grant of an Award, the
Company shall deliver to the person who is the recipient of the award, a
certificate or certificates registered in that person's name, representing the
number of Plan Shares that were granted. Unless the Plan Shares have been
registered under the Act, each certificate evidencing Plan Shares shall bear a
legend to indicate that such shares represented by the certificate were issued
in a transaction which was not registered under the Act, and may only be sold or
transferred in a transaction that is registered under the Act or is exempt from
the registration requirements of the Act.
9. ASSIGNABILITY.
No Award of Plan Shares may be assigned. Plan Shares may be assigned
after such shares have been delivered, only in accordance with law and any
transfer restrictions imposed at the time of Award.
10. EMPLOYMENT.
Nothing in this Plan or in the grant of an Award shall confer upon any
Employee/Consultant the right to continue in the employ of the Company nor shall
it interfere with or restrict in any way the lawful rights of the Company to
discharge any Employee/Consultant at any time for any reason whatsoever, with or
without cause.
11. LAWS AND REGULATIONS.
The obligation of the Company to sell and deliver Plan Shares on the
grant of an Award under this Plan shall be subject to the condition that the
Company be satisfied that the sale and delivery thereof will not violate the Act
or any other applicable laws, rules or regulations.
12. WITHHOLDING OF TAXES.
If subject to withholding tax, the Company may require that the
Employee concurrently pay to the Company the entire amount or a portion of any
taxes which the Company is required to withhold by reason of granting an Award,
in such amount as the Company in its discretion may determine. In lieu of part
or all of any such payment, the Employee may elect to have the Company withhold
from the Plan Shares issued hereunder a sufficient number of shares to satisfy
withholding obligations. If the Company becomes required to pay withholding
taxes to any federal, state or other taxing authority as a result of the
granting of an Award, and the Employee fails to provide the Company with the
funds with which to pay that withholding tax, the Company may withhold up to 50%
of each payment of salary or bonus to the Employee (which will be in addition to
any required or permitted withholding), until the Company has been reimbursed
for the entire withholding tax it was required to pay in respect of issuance of
any Plan Shares.
If shares pursuant to the plan are issued to a consultant, not a
regular employee under the Internal Revenue Code, such shares shall not be
delivered until a W-2 is received and a Form 1099 shall be issued with delivery
of the shares.
13. RESERVATION OF SHARES.
The stock subject to this Plan shall, at all times, consist of
authorized but unissued shares of Common Stock reacquired or held by the Company
equal to the maximum number of shares the Company may be required to issue on
the grant of Awards under this Plan, and such number of Common Shares hereby is
reserved for such purpose. The Board of Directors may decrease the number of
shares subject to this Plan, but not increase such number, except as a
consequence of a stock split or other reorganization or recapitalization
affecting all Common Shares.
14. AMENDMENT AND TERMINATION OF THE PLAN.
The Board of Directors may suspend or terminate this Plan at any time
or from time to time, but no such action shall adversely affect the rights of a
person granted an Award under this Plan prior to that date. Otherwise, this Plan
shall terminate on the earlier of the terminal date stated in Section 3 of this
Plan or the date when all Plan Shares have been issued. The Board of Directors
shall have absolute discretion to amend this Plan, subject to any limitations
expressly set forth herein.
15. DELIVERY OF PLAN.
A copy of this Plan shall be delivered to all participants, together
with a copy of the resolution or resolutions of the Board of Directors
authorizing the granting of the Award and establishing the terms, if any of
participation, prior to an Award of Plan Shares.
16. LIABILITY.
No member of the Board of Directors, any committee of directors, or
officers, employees or agents of the Company shall be personally liable for any
action, omission or determination made in good faith in connection with this
Plan.
17. MISCELLANEOUS PROVISIONS.
The place of administration of the Plan shall be in the State of
Colorado, and the validity, construction, interpretation and effect of this Plan
and of its rules, regulations and rights relating to it, shall be determined
solely in accordance with the laws of such state.
Without amending this Plan, the Board of Directors may issue Plan
Shares to employees of the Company who are foreign nationals or employed outside
the United States, or both, on such terms and conditions different form those
specified in this Plan but consistent with the purpose of this Plan, as it deems
necessary and desirable to create equitable opportunities given differences in
tax laws in other countries.
All expenses of administering this Plan and issuing Plan Shares shall
be borne by the Company.
By signature below, the undersigned officers of the Company hereby
certify that the foregoing is a true and correct copy of the 1999-2000
Consultation Services Compensation Plan of the Company.
Dated: February 28, 2000
LEAPFROG SMART PRODUCTS, INC.
/s/ Randolph Tucker
By:--------------------------------------------
RANDOLPH TUCKER, CEO
CONSENT OF COUNSEL
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our consent dated February 28, 2000 appearing in the
Leapfrog Smart Products, Inc. Registration Statement on Form S-8, filed
February 28, 2000. We also consent to the reference to me under the heading
"Exhibits" in such Registration Statement.
NADEAU & SIMMONS, P.C.
/s/ Nadeau & Simmons, P.C.
By:_______________________
Providence, RI
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
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14,625
0
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EXHIBIT 99.1
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
SAFE HARBOR COMPLIANCE STATEMENT
FOR FORWARD-LOOKING STATEMENTS
In passing the Private Securities Litigation Reform Act of 1995 (the
"Reform Act"), 15 U.S.C.A. Sections 77z-2 and 78u-5 (Supp. 1996), Congress
encouraged public companies to make "forward-looking statements" by creating a
safe harbor to protect companies from securities law liability in connection
with forward-looking statements. Leapfrog Smart Products, Inc. ("Leapfrog" or
the "Company") intends to qualify both its written and oral forward-looking
statements for protection under the Reform Act and any other similar safe
harbor provisions.
"Forward-looking statements" are defined by the Reform Act. Generally,
forward-looking statements include expressed expectations of future events and
the assumptions on which the expressed expectations are based. All
forward-looking statements are inherently uncertain as they are based on various
expectations and assumptions concerning future events and they are subject to
numerous known and unknown risks and uncertainties which could cause actual
events or results to differ materially from those projected. Due to those
uncertainties and risks, the investment community is urged not to place undue
reliance on written or oral forward-looking statements of Leapfrog. The Company
undertakes no obligation to update or revise this Safe Harbor Compliance
Statement for Forward-Looking Statements (the "Safe Harbor Statement") to
reflect future developments. In addition, Leapfrog undertakes no obligation
to update or revise forward-looking statements to reflect changed assumptions,
the occurrence of unanticipated events or changes to future operating results
over time.
