SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
WAVERIDER COMMUNICATIONS INC.
(Exact Name of Registrant as Specified in its Charter)
NEVADA 33-0264030
(State or other jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
700 - 555 West Hastings St., Vancouver, B.C., Can. V6B 4N5
(Address of Principal Executive Offices) (Zip Code)
EMPLOYEE STOCK COMPENSATION (1997) PLAN
(Full Title of the Plan)
ROBERT CLARKE,
WAVERIDER COMMUNICATIONS INC.
700 - 555 West Hastings Street,
Vancouver, B.C., Canada, V6B 4N5
(604) 482-1211
(Name, Address and Telephone No. 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: __X__.
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C>
Title of Securities to Amount to be Proposed Maximum Proposed Maximum Amount of
Be Registered Registered Offering Price per Aggregate Offering Registration
Share Price(2) Fee(3)
Common Shares(1) 2,500,000 $0.69 $1,725,000 $517.50
<FN>
NOTES:
1. The securities registered hereunder are shares of the registrant's common
stock, $.001 par value, subject to award to persons defined as employees under
the registrant's' EMPLOYEE STOCK COMPENSATION (1997) PLAN.
2. Estimated solely for the purpose of calculating the registration fee.
3. The fee with respect to these shares has been calculated pursuant to Rules
457(c) and 457(h) under the Securities Act of 1933, as amended, and based upon
the average bid and ask prices per share of the registrant's Common stock on a
date within 5 days prior to the filing of this registration statement, as quoted
on the OTC Electronic Bulletin Board.
</FN>
</TABLE>
<PAGE>
PROSPECTUS
WAVERIDER COMMUNICATIONS INC.
2,500,000 Shares of Common Stock, $0.001 par value.
EMPLOYEE STOCK COMPENSATION (1997) PLAN
This Prospectus relates to an offering by WaveRider Communications Inc. of an
aggregate of 2,500,000 shares of its Common Stock which may be issued pursuant
to its Employee Stock Compensation (1997) Plan dated the 10th day of June, 1997.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
This Prospectus does not constitute an offer to sell securities in any State or
other jurisdiction to any person to whom it is unlawful to make such offer in
such State or jurisdiction.
The date of this Prospectus is August 27, 1997.
AVAILABLE INFORMATION
WaveRider Communications Inc., (the "Company") is subject to the informational
requirements of the Securities Exchange Act of 1934 as amended, (the "Exchange
Act"), and, in accordance therewith, files reports, proxy and information
statements and other information with the Securities and Exchange Commission,
(the "Commission"). Reports, proxy statements and other information filed with
the Commission can be inspected and copied at the public reference facilities of
the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C., 20549, as
well as at the following regional offices of the Commission: 7 World Trade
Center, Suite 1300, New York, New York, 10048 and Northwestern Atrium Center,
500 West Madison Street, Suite 1400, Chicago, Illinois, 60661-2511. Copies of
this material can also be obtained at prescribed rates from the Public Reference
Section of the Commission at its principal office at 450 Fifth Street, N.W.,
Washington, D.C., 20549.
The Company has filed with the Commission a Registration Statement on Form S-8,
(the "Registration Statement"), under the Securities Act of 1933, as amended,
(the "Securities Act"), with respect to an aggregate of 2,500,000 shares of the
Common Stock eligible to be issued pursuant to the said Employee Stock
Compensation (1997) Plan, (the "Plan"). This Prospectus, which is Part I of the
Registration Statement, omits certain information contained in the Registration
Statement. For further information with respect to the Company and the shares of
Common Stock offered by this Prospectus, reference is made to the Registration
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<PAGE>
Statement, including the Exhibits thereto. Statements in this Prospectus as to
any documents are not necessarily complete, and where any such document is an
exhibit to the Registration Statement or is incorporated herein by reference,
each such statement is qualified in all respects by the provisions of such
exhibit or other document, to which reference is hereby made for a full
statement of the provisions thereof. A copy of the Registration Statement with
exhibits, may be obtained from the Commission's office in Washington, D.C., (at
the above address), upon payment of the fees prescribed by the rules and
regulations of the Commission, or examined there without charge.
The Company will provide without charge to each person to whom a Prospectus has
been delivered, upon the written or oral request of such person, a copy of any
or all of the information that has been incorporated by reference in this
Prospectus, (not including exhibits to such information that is incorporated by
reference unless such exhibits are specifically incorporated by reference into
the information that the Prospectus incorporates). Requests for such copies
should be directed to WaveRider Communications Inc. 700 - 555 West Hastings
Street, Vancouver, B.C., Canada, V6B 4N5, Telephone: (604) 482-1211.
No person has been authorized by the Company to give any information or to make
any representation other than as contained in this Prospectus and, if given or
made, such information or representation must not be relied upon as having been
distributed by the Company. Neither the delivery of this Prospectus, nor any
distribution of shares of the Common Stock pursuant to the Plan, shall, under
any circumstances, create any implication that there has been no change in the
affairs of the Company since the date hereof.
EMPLOYEE STOCK COMPENSATION (1997) PLAN
DATED JUNE 10TH, 1997.
ITEM 1. PLAN INFORMATION.
General Plan Information.
WaveRider Communications Inc., (the "Company"), a Nevada Corporation is offering
by this Prospectus an aggregate of 2,500,000 shares, (the "Shares") of Common
Stock, $0.001 par value, (the "Common Stock"), to be issued upon the award of
such shares pursuant to its Employee Stock Compensation (1997) Plan, (the
"Plan") dated the 10th day of June, 1997. The purpose of this Plan is to further
the growth and advance the best interests of the Company and affiliated
companies 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 and affiliated companies. The Plan provides for
compensation to Employees (as defined therein), through the award of the
Company's Common Stock and shall be administered by the Board of Directors of
the Company who may in turn delegate this function to a Committee of not less
than 2 non-employee directors.
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<PAGE>
The Plan is effective as of the 10th day of June, 1997 and runs for a period of
2 years to expire on the 10th day of June, 1999.
The Directors of the Company have the power to suspend or terminate the Plan at
any time or from time to time, but any such suspension or termination shall not
affect the rights of anyone to whom an award of stock under this Plan has
previously been granted.
Subject to the terms of the Plan, the Directors of the Company have the power to
amend the Plan, which includes the power to decrease the number of shares
subject to the Plan but no such amendment shall alter the term of the Plan,
amend the definition of "Employee" therein or increase the number of shares
subject to the Plan except as may occur as a result of a reorganization or
recapitalization of the Company.
The Plan is not subject to the provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA") and is not qualified under Section 401(a) of the
Internal Revenue Code of 1986 as amended, (the "Code").
Where applicable herein, the "Company" shall include any affiliate thereof.
"Affiliate" means any Parent or Subsidiary of the Company.
Securities To Be Offered.
Securities to be offered consist of Common Stock of the Company which is
registered under Sec. 12 (g) of the Securities and Exchange Act of 1934.
Pursuant to the terms of the Plan, the maximum number of shares of the Common
Stock which may be awarded is 2,500,000 shares. Any additional securities will
only be as result of a stock split or other reorganization or recapitalization
affecting all Common shares and in which case all such additional shares
resulting from the same shall be deemed to have been registered under this
registration statement.
Employees Who May Participate in the Plan.
Only Employees as defined in the Plan are entitled to receive a grant of stock
pursuant to this Plan however, employment with the Company does not of itself
entitle an employee to an award under the Plan.
Under the terms of the Plan, "Employees" means and includes: i) executive
officers, officers and directors, (including advisory and other special
directors) of the Company; ii) full-time and part-time employees of the Company;
iii) any person or entity engaged by the Company as a consultant, advisor or
agent; and iv) a lawyer, law firm, accountant, accountant firm, or other
professional or professional firm, engaged by the Company.
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<PAGE>
Purchase of Securities Pursuant to the Plan and Payment for Securities Offered.
Award of shares, and any conditions or restrictions to be attached thereto,
shall be at the sole discretion of the Directors (or Committee as the case may
be) and may be made for cash, property, services rendered, or other form of
payment constituting lawful consideration under applicable law up to the time of
termination thereof.
All funds received by the Company pursuant to this Plan shall be added to the
working capital of the Company.
Shares awarded under this Plan shall constitute a taxable event and may be
deemed to constitute taxable income in the hands of the recipient based on the
fair market value of the same and the recipient's tax status at the time of the
award. Subsequent resale by the Recipient may create either a capital loss or
gain depending on the value of the Shares at the time of such resale. Recipients
should consult with their tax advisors as to the particular tax consequences to
them arising out of an award under this Plan.
Should the Company be subject to any withholding tax resulting from any award,
it may require the recipient to pay to the Company the entire amount or any
portion of any taxes which the Company is required to withhold and in lieu
thereof, may elect to withhold sufficient Shares to satisfy its withholding
obligations and may withhold an amount up to 50% of each payment of salary or
bonus until the Company has been reimbursed for the entire withholding tax it is
required to pay.
There are no charges or expenses in relation to the operation of the Plan that
will be incurred by the Recipients.
Participants may obtain additional information about the Plan and its
administrators by directing their requests to Mr. Robert Clarke, WaveRider
Communications Inc., 700 - 555 West Hastings Street, Vancouver, B.C., Canada,
V6B 4N5, Telephone No. (604) 482-1211.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The Company will provide, without charge, to each Recipient upon its written or
oral request, a copy of the Company's latest Annual report on Form 10-KSB for
the year ended December 31st, 1996, which document is incorporated herein by
this reference in this Prospectus and is made a part hereof. There is also
incorporated herein by this reference and made a part hereof, all documents
filed and to be filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act prior to this filing. Requests for any such
information or copies should be directed to Mr. Robert Clarke, WaveRider
Communications Inc., 700 - 555 West Hastings Street, Vancouver, B.C., Canada,
V6B 4N5, Telephone No. (604) 482-1211.
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<PAGE>
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Annual Report of WaveRider Communications Inc., (the "Company" or the
"Registrant"), on Form 10-KSB for the year ended December 31st, 1996, its
Quarterly Report on Form 10-QSB for the quarter ended March 31st, 1997, and all
other reports filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended, (the "Exchange Act"), since the end of the
said year are each incorporated by reference in this Registration Statement and
made a part hereof. There is also incorporated herein by reference and made a
part hereof, the description of the class of securities subject to the Plan as
contained in Item 3 of the registration statement on Form 8-A (SEC file no.
0-25680) filed under Section 12(g) of the Exchange Act together with all other
documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered by the Prospectus have been awarded or which deregisters all securities
then remaining.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the securities being awarded from this Plan will be passed upon
for the Registrant by Brasher & Company, 90 Madison Street, Suite 707, Denver,
Co., 80206 . John D. Brasher, Jr., of that firm is the holder of 200,000 shares
of the Common Stock of the Company and has been granted an option under a prior
Company Stock Option Plan to purchase up to 350,000 additional Common shares at
a price of $0.0625 per share, both being received in lieu of payments for
certain legal fees.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Ninth of the Certificate of Amendment to the Certificate of
Incorporation of the Company filed the 8th day of October, 1993 permits the
indemnification of persons including directors and officers of the Registrant
against actions, suits, or proceedings other than by or in the right of the
Company, where such person or persons acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the Company
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe his act was unlawful. The same resolution permits the indemnification
of persons including directors and officers of the Registrant against actions or
suits by or in the right of the Company, where such person or persons acted in
good faith and in a manner reasonably believed to be in or not opposed to the
best interest of the Company.
6
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
All of the following exhibits, except those designated with an asterisk, are
incorporated herein by reference to a prior registration statement filed under
the Securities Act or a periodic report filed by the Registrant pursuant to
Section 13 or 15(d) of the Exchange Act. Those exhibits designated with an
asterisk are filed as an exhibit to this Registration Statement.
Number Description
- ------ -----------
4.1 Specimen common stock certificate, incorporated by reference to
Exhibit 4.1 to registration statement on Form S-18, file no.
33-25889-LA.
5. * Legal opinion of Brasher & Company.
23.1 * Consent of Brasher & Company (included in Opinion filed Exhibit 5)
23.2 * Consent of Johnson, Holscher & Company, P.C.
99 * Employee Stock Option (1997) Plan.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
1. To file, during any period in which awards 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.
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 remains undisbursed at the termination
of the Plan.
The undersigned Registrant hereby undertakes, that, for the purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) 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.
7
<PAGE>
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 Exchange Act; and , where interim financial
information required to be presented by Article 3 of Regulation S-X is 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.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and is
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding), is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel, the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by itself is
against public policy as expressed in the Securities 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 Vancouver, Province of British Columbia, Canada on
August 27, 1997.
WaveRider Communications Inc.
By: /s/Robert Clarke
.....................
Robert Clarke, President, Chief Executive Officer
And Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons, constituting a majority of
the Board of Directors.
Signature Title Date
- --------- ----- ----
/s/Robert Clarke Director/President 08/27/97
................
Robert Clarke,
/s/Walter Pickering Director/Secretary 08/27/97
...................
Walter Pickering,
/s/Charlie Rodriguez Director 08/27/97
....................
Charlie Rodriguez
August 21, 1997
Board of Directors
WAVERIDER COMMUNICATIONS INC.
#700 - 555 West Hastings Street
Vancouver, B.C. V6B 4N5
Re: Registration Statement on Form S-8
1997 Employee Stock Compensation Plan
Gentlemen:
We have acted as counsel to WAVERIDER COMMUNICATIONS INC., a Nevada
corporation ("Company"), in connection with the preparation and filing with the
U.S. Securities and Exchange Commission ("Commission") under the Securities Act
of 1933, as amended ("Act"), of the Company's registration statement on Form S-8
(together with all amendments, supplements and exhibits, the "Registration
Statement"). This Registration Statement relates to the registration under the
Act of 5,000,000 shares of the Company's common stock, $.001 par value
("Shares"), which may be issued pursuant to the Company's 1997 Employee Stock
Compensation Plan ("Plan").
In connection with the opinions herein expressed, we have reviewed the Plan
and the Registration Statement and included prospectus, and have examined and
relied upon, as to factual matters, originals or certified or photostatic copies
of such corporate records, including, without limitation, minutes of the Board
of Directors and other instruments, certificates of corporate officers and such
other documents as we have deemed necessary or appropriate for the opinions
expressed herein. In making such examinations, we have assumed the genuineness
of all signatures, the legal capacity of natural persons, the authenticity of
documents submitted to us as originals, the conformity to original documents of
documents submitted to us as certified or photostatic copies, and the
authenticity of originals of such photostatic copies.
We have examined and relied upon, as to matters of law, such statutes,
rules and judicial precedents and such other considerations of law as we, in our
judgment, have deemed necessary or appropriate for the purposes of rendering the
opinions expressed herein.
<PAGE>
Brasher & Company
Board of Directors WAVERIDER COMMUNICATIONS INC.
August 21, 1997
Page 2 of 2
Based upon and in reliance upon the foregoing, and subject to the
qualifications and limitations herein set forth, we are of the opinion that,
when the Registration Statement shall have become effective pursuant to the
rules and regulations of the Commission, and the Shares have been sold and
issued as contemplated in the Registration Statement, such Shares will be
legally issued, fully paid and nonassessable.
This opinion is limited to the laws of the United States of America and the
laws of the State of Nevada, and we express no opinion with respect to the laws
of any other jurisdiction.
We consent to the filing of this opinion with the Commission as an exhibit
to the Registration Statement and to all references made to our firm in the
Registration Statement. However, in rendering this opinion, we do not hereby
admit that we are acting within the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Commission under the Act.
This opinion is being delivered and is intended for use solely in regard to
the transactions contemplated by the Registration Statement and may not be used,
circulated, quoted in whole or in part or otherwise referred to for any purpose
without our prior written consent and may not be relied upon by any person or
entity other than the Company, its successors and assigns. This opinion is based
upon our knowledge of law and facts as of its date. We assume no duty to
communicate to you with respect to any matter which comes to our attention
hereafter.
Very truly yours,
BRASHER & COMPANY
/s/ John D. Brasher Jr.
------------------------------
for the Firm
Johnson, Holscher & Company, P.C.
Certified Public Accountants
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
WaveRider Communications, Inc. on Form S-8 of our report dated April 4, 1997,
incorporated in the Annual Report on form 10-KSB of Channel i, Inc., for the
years ended December 31, 1995 and 1996.
/S/ Johnson, Holscher & Company, P.C.
.....................................
Johnson, Holscher & Company, P.C.
August 21, 1997
Member of the American Institute of Certified Public Accountants
Member of the Private Companies Practice Section
Member of the SEC Practice
5975 Greenwood Plaza Blvd, Suite 140
Greenwood Village, CO 80111
(303)694-2727
FAX (303)694-3172
EMPLOYEE STOCK COMPENSATION (1997) PLAN
WAVERIDER COMMUNICATIONS INC.
1. Purpose of the Plan.
This Employee Stock Compensation (1997) Plan, (the "Plan") is intended to
further the growth and advance the best interests of WAVERIDER COMMUNICATIONS
INC., (the "Company"), and affiliated companies, 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 and affiliated companies.
This plan provides for compensation to Employees, (as defined herein), through
the award of the Company's Stock.
2. Definitions.
Whenever used in this plan, except where the context might clearly indicate
otherwise, the following terms shall have the meanings ascribed to them:
a) "Act" means the U.S. Securities Act of 1933, as amended.
b) "Affiliate" means any Parent or Subsidiary of the Company.
c) "Award" or "Grant" means any grant or sale of Stock made under this
Plan.
d) "Board" means the Board of Directors of the Company and where applicable
includes any committee to whom any powers of the Board have been delegated in
accordance with this Plan.
e) "Code" means the Internal Revenue Code of 1986, as amended.
f) "Date of Grant" means the day the Board authorizes the grant of Stock or
such later date as may be specified by the Board as the date a particular award
will become effective.
g) "Employee" means and includes the following persons: i) executive
officers, officers and directors, (including advisory and other special
directors), of the Company or an Affiliate; ii) full-time and part-time
employees of the Company or an Affiliate; iii) any person or entity engaged by
the Company or an Affiliate, as a consultant, advisor or agent; and iv) a
lawyer, law firm, accountant, accountant firm, or other professional or
professional firm, engaged by the Company or an Affiliate.
h) "Parent" means any corporation owning 50% or more of the total combined
voting stock of all classes of the Company or another company qualifying as a
Parent within this definition.
i) "Participant" means an Employee to whom an award of Stock has been made.
j) "Plan Shares" means shares of Stock from time to time subject to this
Plan.
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k) "Stock" means the Common shares of the Company, or in the event that the
outstanding Common shares are hereafter changed into or exchanged for different
shares or securities of the Company, such other shares or securities.
l) "Subsidiary" means a company more than 50% of whose total combined
capital stock of all classes is held by the Company or another company
qualifying as a Subsidiary within this definition.
3. Term.
This Plan shall be effective as of the 10th day of June, 1997 and shall
terminate on the 10th day of June, 1999, unless sooner terminated in accordance
with the terms herein.
4. Administration of the Plan.
This Plan shall be administered by the Board; provided however, that the
Board may delegate administration of the Plan to a committee composed of no
fewer than two (2) non-employee members of the Board, (the "Committee"). If
administration is delegated to a Committee, that Committee shall have, in
connection with the administration of the Plan, the powers possessed by the
Board. The Board may abolish or change the Committee at any time and revest in
the Board the administration of the Plan. Subject to the terms herein,
"Administration" shall include the full authority and sole and absolute
discretion to interpret this Plan, to prescribe, amend and rescind rules and
regulations relating to it and to generally make all other determinations which
it believes to be necessary or advisable in administering this Plan. "
Administration" shall further include the sole discretion to determine those
eligible to receive an award of Stock, subject to the terms of this Plan. An
Award may be made as compensation for services rendered directly, or in lieu of
other compensation payable, as a bonus in recognition of past service or
performance or may be sold to an Employee as herein provided. "Administration"
shall further include the power to correct any defect, supply any omission, or
reconcile any inconsistency in this Plan in such manner and to such extent as it
shall deem necessary to implement the same. All decisions made, or action taken,
arising out of, or in connection with the interpretation and administration of
this Plan, shall be final and conclusive.
5. Stock subject to the Plan.
The maximum number of Plan Shares which may be awarded under this Plan is
2,500,000 shares.
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6. Persons eligible to receive awards.
Awards may be granted to Employees only.
7. Grants or awards of Plan Shares.
Except as otherwise provided herein, the Board, (or Committee, as the case
may be), shall have complete discretion to determine when and to which
Employee(s), Plan Shares are to be granted, the number of Plan Shares to be
awarded to each Employee, and any conditions or restrictions to be attached to
the granting of such Plan Shares. A grant to an Employee may be made for cash,
property, services rendered or other form of payment constituting lawful
consideration under applicable law; Plan Shares awarded other than for services,
shall be sold at not less than fair value thereof at the date of grant. No grant
shall be made, if, in the judgment of the Board, (or Committee, as the case may
be), such grant would constitute a public distribution within the meaning of the
Act or the rules and regulations thereunder.
8. Delivery of Stock Certificates.
As promptly as practicable after authorizing an award of Plan Shares, the
Company shall deliver to the recipient of the award a certificate or
certificates, registered in the recipient's name, representing the number of
Plan Shares that were granted. Unless the Plan Shares have been registered under
the Act, each certificate evidencing same shall bear a legend to indicate that
such shares 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. In the
absence of registration under the Act, any person awarded Plan Shares may be
required to execute and deliver to the Company an investment letter,
satisfactory in form and substance to the Company, prior to the issuance and
deliver of the shares. An award may be made under this Plan wherein the Plan
Shares may be issued only after registration under the Act. 9. Assignability.
An award of Plan Shares may not be assigned. Plan Shares themselves may be
assigned only after such shares have been awarded, issued and delivered, and
only in accordance with law and any transfer restrictions imposed at the time of
award.
10. Employment not conferred.
Nothing in this Plan or in the award of Plan Shares shall confer upon any
Employee the right to continue in the employ of the Company or any Affiliate,
nor shall it interfere with or restrict in any way, the lawful rights of the
Company or any Affiliate to discharge any Employee at any time for any reason
whatsoever, with or without cause.
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11. Laws and Regulations.
The obligations of the Company to issue and deliver Plan Shares following
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 or any Affiliate may require
that the Employee concurrently pay to the Company the entire amount or a portion
of any taxes which the Company or Affiliate is required to withhold by reason of
granting Plan Shares, in such amount as the Company or Affiliate in its
discretion may determine. In lieu of part or all of any such payment, the
Employee may elect to have the Company or Affiliate withhold from the Plan
Shares issued hereunder a sufficient number of shares to satisfy withholding
obligations. If the Company or Affiliate becomes required to pay withholding
taxes to any federal, state or other taxing authority as a result of the
granting of the Plan Shares, and the Employee fails to provide the Company or
Affiliate with the funds with which to pay that withholding tax, the Company or
Affiliate 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 or Affiliate has been reimbursed for the entire withholding
tax is was required to pay in respect of the award of Plan Shares.
13. Reservation of Shares.
The stock subject to this Plan, shall, at all times, consist of authorized
but unissued Common shares, or previously issued shares of Common stock
reacquired or held by the Company or an Affiliate, equal to the maximum number
of shares the Company may be required to issue under this Plan, and such number
of Common shares is hereby reserved for such purpose.
14. Termination of the Plan.
The Board may suspend or terminate this Plan at any time or from time to
time, but no such action shall aversely 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 date previously specified herein, or the date when all the
Plan shares have been issued.
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<PAGE>
15. Amendment of the Plan.
Subject to the terms herein, the Board shall have the power and authority
to amend this Plan, which, without limiting the generality of the foregoing,
shall include the authority to decrease the number of shares subject to this
Plan, however in no event shall such power and authority include the right to
alter the term of this Plan, amend the definition of "Employee" herein or
increase the number of shares subject to this Plan, (except as may occur as a
result of a reorganization or recapitalization of the Company as described in
Section 19 herein).
16. Delivery of a copy of the Plan.
A copy of this Plan shall be delivered to every person to whom an award of
Plan Shares is made.
17. Liability.
No member of the Board of Directors, the Committee (where applicable), or
any other Committee of Directors, Officers, Employees, or agents of the Company
or any Affiliate, shall be personally liable for any action, omission or
determination made in good faith in connection with this Plan.
18. Miscellaneous Provisions.
The place of administration of this Plan shall be wherever the Company's
principal executive offices are located 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 the
State of Nevada. Without amending this Plan, the Board, (or Committee as the
case may be), may issue Plan Shares to employees who are foreign nationals or
employed outside the United States or both, on such terms and conditions
different from 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 that may exist in such other
countries. All expenses of administering this Plan and issuing Plan Shares shall
be borne by the Company.
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19. Reorganization and Recapitalization of the Company.
a) The shares of capital stock subject to this Plan are shares of Common
stock currently constituted. If, and whenever, the Company shall effect a
subdivision or consolidation of shares or other capital readjustment, a stock
split, combination of shares (reverse stock split), or recapitalization or other
increase or reduction in the number of shares of the Common stock outstanding
without receiving compensation therefore in money, services or property, then
the number of shares of Common stock subject to this Plan shall i) in the event
of an increase in the number of outstanding shares, be proportionately
increased; and ii) in the event of a reduction in the number of outstanding
shares, be proportionately reduced.
b) Except as expressly provided above, the Company's issuance of shares of
capital stock of any class, or securities convertible into shares of Common
stock by way of dividends, or for cash, property, labor, or services, either
upon direct sale or upon the exercise of rights or warrants to subscribe
therefor, or upon conversion of shares or obligations of the Company convertible
into or exchangeable for shares of Common stock or other securities, shall not
affect, and no adjustment by reason thereof shall be made with respect to the
number of shares of Common Stock subject to this Plan.
By Signature below, the undersigned officers of the Company hereby certify that
the foregoing is a true and correct copy of the Employee Stock Compensation
(1997) Plan of the Company.
Dated:
June 10th, 1997 WAVERIDER COMMUNICATIONS INC.
By: /s/Robert Clarke
...........................
Robert Clarke
Authorized Officer
(SEAL)
By: /s/Walter Pickering
............................
Walter Pickering
Secretary
