SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
Form 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30th, 1997.
Commission file number 0-25680
WAVERIDER COMMUNICATIONS INC.
(Exact name of small business issuer as specified in its charter)
NEVADA 33-0264030
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
700 - 555 West Hastings St., Vancouver, BC., Canada, V6B 4N5
(Address of principal executive offices and Zip (Postal) Code)
(604) 482-1211
(Issuer's telephone number)
CHANNEL i INC.
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirement for the past 90 days.
Yes...X.... No..........
Applicable only to corporate issuers:
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: August 19, 1997 Common shares
13,042,349; $.001 par value, Preferred Shares 4,127,439.
Transitional Small Business Disclosure Format: (check one):
Yes.............. No........X.......
<PAGE>
WAVERIDER COMMUNICATIONS INC.
FORM 10 - QSB
For the Period Ended June 30th, 1997
INDEX
Page
PART I. FINANCIAL INFORMATION 2
Item 1. Financial Statements 2-3
Balance Sheets 4
Statement of Operations 5
Statement of Cash Flows 6
Notes to Financial Statements 7
Item 2. Management's Discussion and Analysis or Plan of Operation 11
PART II. OTHER INFORMATION 13
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 13
Signatures 29
1
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PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
The Financial statements for the three months ended June 30, 1997 and 1996
include, in the opinion of the Company, all adjustments (which consist only of
normal recurring adjustments) necessary to present fairly the results of
operations for such periods. Results of operations for the three months ended
June 30, 1997, are not necessarily indicative of results of operations which
will be realized for the year ending December 31, 1997. The financial statements
should be read in conjunction with the Company's Form 10-KSB for the year ended
December 31, 1996 and the Company's Form 10Q-KSB for the three months ended
March 31, 1997.
2
<PAGE>
Unaudited Consolidated Financial Statements
WAVERIDER COMMUNICATIONS INC.
(Formerly Channel i Inc.)
( A Development Stage Company)
Quarter ended June 30, 1997 and year ended December 31, 1996
The Financial statements for the three months ended June 30, 1997 and 1996
include, in the opinion of the Company, all adjustments (which consist only of
normal recurring adjustments) necessary to present fairly the results of
operations for such periods. Results of operations for the three months ended
June 30, 1997, are not necessarily indicative of results of operations which
will be realized for the year ending December 31, 1997. The financial statements
should be read in conjunction with the Company's Form 10-KSB for the year ended
December 31, 1996 and the Company's Form 10Q-KSB for the three months ended
March 31, 1997.
3
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WaveRider Communications Inc.
(Formerly Channel i Inc.)
( A Development Stage Company)
Balance Sheets
Quarter ended June 30, 1997 and year ended December 31, 1996
June 30, 1997 December 31, 1996
<TABLE>
<CAPTION>
(Unaudited) (Audited)
--------------------------------
<S> <C> <C>
CURRENT ASSETS
Cash and Equivalents ......................... $ 21,351 $ 1,809
Accounts Receivable.... 74,897 -
Trade Name ................................... - 22,189
Other ........................................ 22,105 (1,452)
------------ ------------
Total Current Assets $ 118,353 $ 22,546
------------ ------------
EQUIPMENT
Equipment and Fixtures ....................... $ 219,421 $ 27,712
Less Accumulated depreciation ............... - (13,857)
------------ ------------
Net Equipment ........................... $ 219,421 $ 13,855
------------ ------------
Total assets ......................... $ 337,774 $ 36,401
============ ============
LIABILITIES
CURRENT LIABILITIES
Accounts Payable ............................. $ 76,968 $ 73,602
Accrued Liabilities .. ..................... 66,129 58,239
Loan Payable-Affiliate ....................... 134,267 -
Advance on sale of stock .................... 76,012 -
Capitalized leases payable-current ........... -- -
------------ ------------
Total Current Liabilities ............... $ 353,376 $ 131,841
------------ ------------
LONG TERM LIABILITIES
Capitalized leases payable ................... $ -- $ -
------------ ------------
Total liabilities ........................ $ 353,376 $ 131,841
============ ============
STOCKHOLDER'S EQUITY
Preferred stock, $.001 par value:
authorized 5,000,000 shares: issued
and outstanding 4,000,000 shares as of
June 30, 1997 0 at December 31,1996 ........... $ 4,000 $ --
Common Stock $.001 par value;
authorized 50,000,000 shares; issued and
outstanding 10,458,809 and 5,184,559 shares
at June 30,1997 and
December 31,1996, respectively ................ 10,459 5,185
Paid in capital .............................. 2,806,581 2,496,574
Accumulated deficit .......................... (2,836,642) (2,597,199)
------------ ------------
Total Stockholder's Equity .............. $ (15,602) $ (95,440)
------------ ------------
------------ ------------
Total Liabilities and Stockholder's Equity .... $ 337,774 $ 36,401
============ ============
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
WaveRider Communications Inc.
(Formerly Channel i Inc.)
( A Development Stage Company)
Statements of Operations
Quarter Ending June 30, 1997
<TABLE>
<CAPTION>
Inception
Six Months Ended (August 6
---------------- 1987) to
Quarter Ended June 30 June 30, June 30,
--------------------------- --------------- ------------
1997 1996 1997 1996 1997
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
REVENUES
Administrative services ....... $ -- $ -- $ -- $ -- $ 25,304
Interest Income ............... 22 -- 22 -- 14,474
Other Income .................. -- -- 30,310 -- 34,122
----------- ----------- ----------- ----------- -----------
Total Revenue ................. $ 22 $ -- $ 30,332 $ -- $ 73,900
----------- ----------- ----------- ----------- -----------
EXPENSES
Salaries and Benefits ......... $ 49,642 $ -- $ 49,642 $ 1,239 $ 377,348
Professional fees ............. 4,402 -- 17,402 16,712 251,402
Interest ...................... 100 -- 113 -- 9,677
Consulting fees ............... 32,058 14,832 38,308 38,238 976,932
Research and Development/Lab... 118,452 -- 118,452 -- 204,150
Administrative cost-other ..... 30,150 38,131 32,003 57,279 1,009,321
Depreciation and Loss on Sale.. -- -- 13,855 -- 81,712
----------- ----------- ----------- ----------- -----------
TOTAL EXPENSE ................. $ 234,804 $ 52,963 $ 269,775 $ 113,468 $ 2,910,542
=========== =========== =========== =========== ===========
Net (Loss) .................... $ (234,782) $ (52,963) $ (239,443) $ (113,468) $(2,836,642)
=========== =========== =========== =========== ===========
Income (loss ) per share ...... $ (0.03) $ (0.01) $ (0.04) $ (0.02) $ (1.70)
=========== =========== =========== =========== ===========
Weight Average Number of Common
Shares Outstanding ........... 7,510,320 5,184,559 6,150,013 5.184,559 1,672,912
=========== =========== =========== =========== ===========
</TABLE>
See accompanying notes to financial statements.
5
<PAGE>
WaveRider Communications Inc.
(Formerly Channel i Limited)
( A Development Stage Company)
Statements of Cash Flows
Increase (Decrease) in Cash and Cash Equivalents
<TABLE>
<CAPTION>
Inception
August 6,1987
Six Months Ended June 30 to June 30
--------------------------- -------------
1997 1996 1997
---- ---- ----
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) ....................................... $ (239,443) $ (113,468) $(2,836,642)
Adjustments to reconcile net (loss) to cash ..... -- -- --
Depreciation .................................... -- -- 67,857
Loss on sale of fixed assets .................... 13,855 37,484 91,616
Increase in accounts receivable .................. 74,897 -- (74,897)
Increase in trade name .......................... 22,189 -- --
Decrease (increase) in other assets ............. (23,557) 28,726 (22,105)
Increase (decrease) in accounts payable ......... (10,023) (20,850) 76,968
Increase (decrease) in accrued liabilities ...... 7,890 28,795 66,129
----------- ----------- -----------
Net Cash Flows Used for Operating Activities . $ (283,940) $ -- $(2,631,074)
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of equipment ....................... $ (219,421) $ -- $ (383,747)
Organizational Costs ........................... -- -- (1,035)
----------- ----------- -----------
Net Cash Flows Used for Investing Activities . $ (219,421) $ -- $ (384,782)
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Loans from Affiliate ............................ 134,267 (2,657) 146,723
Payment of loans from Affiliate ................. (2,657) 7,005 (12,456)
Proceeds from lease obligations ................. -- -- 58,822
Payments on lease obligations ................... -- (5,985) (55,589)
Advance on sale of stock ....................... 76,012 (455,057) 76,012
Sale of stock, net of offering costs ............ 315,281 498,541 2,780,993
----------- ----------- -----------
Net Cash Flows Provided by Financing Activities $ 522,903 $ 27,837 $ 2,994,505
----------- ----------- -----------
Net increase in cash ............................. $ 19,542 $ (11,476) $ 21,351
Cash and cash equivalents-beginning of period .... 1,809 12,158 --
----------- ----------- -----------
Cash and cash equivalents-end of period .......... $ 21,351 $ 682 $ 21,351
=========== =========== ===========
</TABLE>
See accompanying notes to financial statements.
NON-CASH ACTITIES
1,988,000 shares of common stock have been issued for services performed since
inception.
6
<PAGE>
WaveRider Communications Inc.
(Formerly Channel i Inc.)
( A Development Stage Company)
Notes to Financial Statements
June 30,1997 and December 31, 1996
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
WaveRider Communications Inc. (formerly Channel i Inc.) (the Company) was
incorporated on August 6, 1987 under the laws of the State of Nevada. The
Company is a development stage company. On November 4, 1993, the Company
acquired 100 percent of the issued and outstanding shares of Channel i PLC
(PLC), a public limited company incorporated under the laws of England and Wales
which resulted in PLC becoming a wholly owned subsidiary of the Company. On May
13, 1997 the Company acquired 100% of the issued and outstanding shares of Major
Wireless Communications Inc. (MWCI), a private limited company incorporated
under the laws of the Province of British Columbia, Canada.
Basis of Accounting
The Company's consolidated financial statements are prepared in accordance
with generally accepted accounting principles in the United States of America.
The Preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
which affect certain reported amounts and disclosures. Accordingly, actual
results could differ from those estimates.
Equipment
Depreciation on equipment, fixtures and computer software is provided on
the straight line method with asset lives of three to seven years for the assets
placed in service. Leasehold improvements are amortized over the first term of
their respective lease. Depreciation expense for the six months ended June 30,
1997 and the year ended December,1996 was $nil and $5,221 respectively.
Depreciation and amortization was not taken in this quarter as all capital
assets are newly acquired and in a start up mode.
Principles of Consolidation
The consolidated financial statements for the six months ended June 30,
1997 and 1996 include the accounts of WaveRider Communications Inc., Channel i
PLC and Major Wireless Communications Inc. All significant inter-company
transactions and account balances have been eliminated.
7
<PAGE>
Research and Development
Research and development costs are expensed as incurred.
Foreign Currency Transactions
Assets and liabilities denominated in foreign currencies are translated
into United States dollars using the exchange in effect at June 30, 1997 and
December 31, 1996.
Revenue and expense transaction gains and losses are recorded at the
exchange rate prevailing at the time the transaction took place. Currency
transaction gains or losses are included in general and administration expenses.
Cash Equivalents
For purposes of the Statement of Cash Flows, cash equivalents are defined
as investments with maturities of three months or less.
NOTE 2: ACQUISITION
On May 13, 1997, the Company acquired 100 percent of the 1,600 common stock
and 1,600 preferred stock outstanding of Major Wireless Communications Inc. in
exchange for the Company issuing 4,000,000 shares of Series B Voting Convertible
Preferred Stock with a par value of $0.001 per share (the "preferred shares").
The preferred shares are convertible into common shares at a ratio of 10 common
shares for each preferred share. The preferred shares are held in escrow and
will be released to the previous shareholders of MWCI on the occurrence of
certain performance-related events. In the event that any of the events have not
occurred by May 13, 2002, the remaining preferred shares will be cancelled by
the Company. This expiry date may be extended by up to two years at the
discretion of the Company's Board of Directors. No shares have been released to
date.
The acquisition of MWCI has been accounted for using the purchase method of
accounting with the purchase price assigned to the net assets acquired based on
their fair values at the time of acquisition. As the shares become releasable
from escrow in the future, such shares will be recorded at their fair market
value at the date the release test is met. The carrying value of the deficit of
MWCI, being the deemed excess purchase price at the date of acquisition, has
been assigned to research and development and expensed for accounting purposes.
8
<PAGE>
NOTE 3: STOCKHOLDER'S EQUITY
Common Stock
During the year ended December 31, 1996, the Company completed a private
placement of 628,500 shares of its common stock for $498,531.
In the first quarter of 1997, the Company raised $89,250 through a private
placement of 1,785,000 units of its common stock. Series A warrants were
attached entitling the holders to purchase additional 7,140,000 shares for
$446,250 on or before August 3, 1997. Warrants for 8,943,750 common shares for
$939,093.75 were issued with the preferred share units in the second quarter.
Preferred Stock
In the second quarter of 1997 the Company completed a private placement of
298,125 units of Series A Convertible Preferred Stock for $ 193,781.25,
immediately convertible into 2,981,250 common shares with a par value of $0.001
per share. The units have warrants for common shares, expiring February 6, 1998,
for 2,981,250 at $0.085, 2,981,250 at $0.105, and 2,981,250 at $0.125 per share
for series B, D, and E respectively.
NOTE 4: COMMITMENTS
Agreements
The Company has entered into employment and consulting agreements with
various parties. Under these agreements, the parties currently hold options to
purchase 967,000 shares of the Company's common stock at $.0625 per share.
Option shares are exercisable until January 22, 2000. In addition, in January
and February, 1997, the Company issued 508,800 shares of common stock for
services rendered. In May the Company authorized an additional 300,000 common
shares for services rendered.
On June 10, 1997 the Company authorized an Employee Stock Option (1997)
Plan for 5,000,000 common shares at $0.25 per share and an Employee Compensation
(1997) Plan for 2,500,000 common shares at $0.25 per share. No shares have been
issued under either plan to June 30, 1997.
Stock Sales
In 1997, the Company offered for sale 1,785,000 shares of common stock
units, with four warrants attached and 298,125 preferred stock units, with
thirty common stock warrants attached. The 1,785,000 share issue closed February
3, 1997. The preferred offering was completed February 10, 1997.
9
<PAGE>
NOTE 5: INCOME TAXES
WaveRider Communications Inc. incurred an operating loss for the quarter
ended June 30,1997 and the year ended December 31,1996 of $234,782 and $52,963,
respectively. The second quarter loss includes pre-acquisition losses of MWCI of
$107,148, expensed as Research and Development.
As of December 31, 1996 and 1995, the Company had net operating loss
Carry-forwards of $1,460,089 and $1,398,818, respectively, which expire between
the years 2005 - 2012.
NOTE 6: GOING CONCERN AND DISCONTINUED OPERATIONS
At June 30, 1997 and December 31, 1996, the Company has not generated
revenues from operations.
During 1997, management will review the operation potential of Channel i
PLC, a wholly owned English subsidiary.
10
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation.
The following discussion is intended to assist in an understanding of the
Company's financial position and results of operations for the quarter ending
June 30th, 1997.
Forward-Looking Information.
This report contains certain forward-looking statements and information relating
to the Company that are based on the beliefs of its management as well as
assumptions made by and information currently available to its management. When
used in this report, the words "anticipate", "believe", "estimate", "expect",
"intend", "plan", and similar expressions as they relate to the Company or its
management, are intended to identify forward-looking statements. These statement
reflect management's current view of the Company with respect to future events
and are subject to certain risks, uncertainties and assumptions. Should any of
these risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those described in this
report as anticipated, estimated or expected. The Company's realization of its
business aims could be materially and adversely affected by any technical or
other problems in, or difficulties with, planned funding and technologies, third
party technologies which render the Company's technologies obsolete, the
unavailability of required third party technology licenses on commercially
reasonable terms, the loss of key research and development personnel, the
inability or failure to recruit and retain qualified research and development
personnel, or the adoption of technology standards which are different from
technologies around which the Company's business ultimately is built. The
Company does not intend to update these forward-looking statements.
Liquidity and Capital Resources.
The Company has funded its operations for the most part through equity financing
and has had no line of credit or similar credit facility available to it. The
Company's outstanding shares of Common stock, par value $.001 per share, are
traded under the symbol "WAVC" in the over-the-counter market on the OTC
Electronic Bulletin Board by the National Association of Securities Dealers,
Inc. The Company must rely on its ability to raise money through equity
financing to pursue any business endeavors and, at the present time, is working
exclusively on the funding of the Major Wireless Communications inc. ("Major
Wireless"). Major Wireless Communications Inc. is a Canadian development stage
company, incorporated under the laws of the Province of British Columbia. The
majority of funds raised have been allocated to the development of Major
Wireless' WaveRiderTM products.
The Company sold no securities during the Second Quarter 1997, but since June
30th has raised $464,100 from the exercise of warrants which were issued as part
of the private placements completed in the First Quarter 1997. The details of
these offerings were set out in a Form 8-K filed with respect to each. The
proceeds from these issues have and will continue to be used with respect to
maintaining the on-going operation of the Company and put toward the development
of the WaveRiderTM product line.
11
<PAGE>
Current Activities
The Company currently has no full-time employees and little in the way of
general or administrative overhead expenses. With the completion of its
acquisition, Major Wireless became a wholly-owned subsidiary of the Company.
Major Wireless currently has ten full-time employees all of whom are directly
involved in or supportive of R&D activities. Currently, the Company is not
contemplating a significant change in its number of employees.
The purchase of the shares of Major Wireless was completed in May 1997. A report
with respect to this agreement and acquisition is was prepared and filed on a
Form 8-K.
Results of Operations - Second Quarter 1997
During the second quarter of the year, the Company incurred a net loss of
$234,804. Expenses during the second quarter related primarily to R&D costs and
the salaries and benefits of personnel engaged in R&D. Activities during the
quarter centered around the completion of the acquisition of Major Wireless and
the continuing development of Major Wireless' WaveRiderTM products. A closely
related event was the change in the company's name to "WaveRider Communications
Inc." .
Results of Operations - Second Quarter 1996
During the quarter ended June 30th, 1996 the Company incurred a net loss of
$52,963 and as at June 30, 1996 had available cash of $682 and current
liabilities of $134,548. No income was earned from operations nor was any
expected to be earned. Throughout the period the Company's focus was on the
securing of additional financing through the private placement of equity
securities and the negotiation of new business opportunities with other
companies and investors. For the period no results were achieved from these
efforts.
12
<PAGE>
PART II. OTHER INFORMATION
Item 5. Other Information
On June 10th, 1997 the Company authorized and approved an Employee Stock
Compensation Plan called the "Employee Stock Compensation (1997) Plan and an
Employee Stock Option Plan called the "Employee Stock Option (1997) Plan" the
terms of each of which are exhibited hereto.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
10.1 Employee Stock Compensation (1997) Plan.
10.2 Employee Stock Option (1997) Plan.
(b) Reports on Form 8-K
May 13th, 1997 - Acquisition of Major Wireless Communications Inc.
July 25th, 1997 - Financial Information filed as a result of the May 13th,
1997 event.
Signatures:
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized,
WaveRider Communications Inc.
Date: August 19, 1997 /s/ Robert Clarke
.....................................
Signature
Robert Clarke,
President, Chief Executive Officer and Chief
Financial Officer.
13
<PAGE>
Exhibit 10.1
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.
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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.
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.
17
<PAGE>
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.
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
18
<PAGE>
countries. All expenses of administering this Plan and issuing Plan Shares shall
be borne by the Company.
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
19
<PAGE>
Exhibit 10.2
EMPLOYEE STOCK OPTION (1997) PLAN
WAVERIDER COMMUNICATIONS INC.
1. Purpose of the Plan.
This Employee Stock Option (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 and retain 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 the issuance of non-statutory stock options ("Option" or
"Options"), which are not intended to qualify as "incentive stock options"
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended, (the "Code").
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 of an Option 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 an
Option or such later date as may be specified by the Board as the date
a particular grant 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) "Optionee" means an Employee to whom an Option has been granted.
20
<PAGE>
i) "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.
j) "Participant" means an Employee to whom an award of Stock has been
made.
k) "Plan Shares" means shares of Stock from time to time subject to this
Plan.
l) "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.
m) "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 no
Options shall be granted pursuant to this Plan after its expiration. This Plan
shall expire on the 10th day of June, 1999, unless sooner terminated in
accordance with the terms herein, with the exception of any Options then
outstanding which shall remain in effect until they have expired or have been
exercised.
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.
A majority of the members of a Committee shall constitute a quorum. All
decisions and selections made by the Committee pursuant to this Plan's
provisions shall be made by a majority of its members. Any decision reduced to
writing and signed by all of the members of the Committee shall be fully
effective as if it had been made by a majority at a meeting duly held.
Subject to the terms herein, "Administration" shall include the full
authority and sole and absolute discretion to designate Plan participants, to
determine the provisions, restrictions, conditions and terms of the Options,
(which need not be identical as to number of shares covered by any Option, the
method or exercise as related to exercise in whole or in installments, or
otherwise), including the Option price, and to interpret the provisions and
supervise the administration of this Plan. Administration shall also include the
authority to provide that certain Options not vest (that is, become
exercisable), until expiration of a certain period after issuance or until other
conditions are satisfied, so long as not contrary to this Plan.
21
<PAGE>
Each Option shall be evidenced by an agreement in writing containing the
provisions, terms and conditions of each such Option granted consistent with the
provisions of this Plan.
5. Stock subject to the Plan.
A total of 5,000,000 Plan Shares shall be subject to this Plan. The Plan
Shares shall consist of unissued shares of Common stock or previously issued
shares of Common stock reacquired and held by the Company or any Affiliate and
such number of Plan Shares shall be and are hereby reserved for such purpose.
Any Plan Shares which may remain unsold and which are not subject to outstanding
Options at the termination of this Plan shall cease to be reserved for the
purpose of this Plan, but until termination of this Plan, the Company shall at
all times reserve a sufficient number of shares to meet the requirements of this
Plan. Should any Option expire or be cancelled prior to its exercise in full,
the unexercised Plan Shares subject to such Option may again be subjected to an
Option under this Plan.
6. Persons eligible to participate.
Options under this Plan may be granted to Employees only. The Board, (or
the Committee, as the case may be), shall have the full power to designate from
among the eligible parties, those to whom Options may be granted. A person who
has been granted an Option hereunder may be granted and additional Option or
Options. Persons eligible under this Plan additionally may be granted one or
more options under any other compensatory or stock option plan or awarded shares
under any other benefit plan of the Company. No Option shall confer any right
upon the Optionee with respect to the continuation of his employment (or his
position as an officer, director, employee, agent or consultant), with the
Company or any Affiliate, and shall not interfere with the right of the Company
or any Affiliate to terminate such relationship(s) at any time in accordance
with law and any other agreements in force.
7. Option Exercise Price.
The purchase price of each Plan Share shall not be less than one hundred
per cent (100%), of the fair market value of a share of Common stock on the date
the Option is granted. The fair market value on a particular date shall be
deemed to be the average of either i) the highest and lowest prices at which
shares of Common stock were sold on the date of grant, if traded on a national
securities exchange, ii) the high and low sale prices reported on the date of
22
<PAGE>
grant if traded on the Nasdaq Small Cap Market or National market System, or
iii) the high bid and low asked price, or if available, the closing high bid and
low asked price, on the date of grant, if quoted on the OTC Electronic Bulletin
Board. If no transactions in the Common stock occur on the date of grant, the
fair market value shall be determined as of the next earliest day for which
reports or quotations are available. If the Common stock is not then quoted on
any exchange or in any quotation medium at the time of grant, then the Board of
Directors (or Committee, as the case may be), will use its discretion in
selecting in good faith a value believed to represent the fair market value
based on factors then known to them. The cash proceeds for the sale of Plan
Shares are to be added to the general funds of the Company.
8. Exercise Period; Vesting.
a) The Option exercise period shall be a term of not more than three (3)
years from the date of granting of each Option and shall automatically
terminate: i) 30 days following termination of the Optionee's employment with
the Company for cause, defined as termination for reasons other than Layoff due
to lack of work, injury, illness, disability or due to economic reasons
unrelated to the Optionsee's job performance, or for a reason stated in
subparagraph (b) below; ii) Subject to subparagraph (c) below, at the expiration
of a period to be determined by the Board (or Committee as the case may be), at
the time of grant, which shall be not less than 30 days and not more than 365
days following the date of termination of the Optionee's employment with the
Company without cause for any reason other than death, provided that if the
Optionee dies within such period, subclause iii) below shall apply; or iii) at
the expiration of twelve (12) months after the date of death of the Optionee.
b) "Employment with the Company" as used in this Plan shall include: i)
employment with, ii) or as to a consultant, advisor, or agent, engagement by,
or; iii) service as a director of the Company or any Affiliate, in any such
capacity, even if employment or engagement in another capacity ceases, and
Options granted under this Plan shall not be affected by an Employee's transfer
of employment within the Company or between it and any Affiliate or between any
Affiliates. An Optionee's employment shall not be deemed interrupted or
terminated by a bona fide leave of absence, such as sabbatical leave, military
or other services required by the Government, or sick leave.
c) The Board (or Committee, as the case may be), may determine at the time
of grant that the Option granted shall not vest immediately, but over a
specified time, in specified amounts per time period, or subject to other
restrictions or limitations. Unless otherwise set forth in the granting
resolution, an Option shall vest immediately upon grant. If employment ceases
before an Option vests, then vesting shall never take place and unvested Options
shall then be lost forever. Nothing contained in this Section shall be construed
to extend the term of any Option or to permit anyone to exercise an Option after
23
<PAGE>
the expiration of its term, nor shall it be construed to increase the number of
shares as to which any Option is exercisable from the amount exercisable on the
date of termination of the Optionee's employment or relationship as a
consultant, advisor, director or officer.
9. Exercise of Options.
a) The Board (or Committee as the case may be), in granting Options shall
have discretion to determine the terms upon which the Options shall be
exercisable, subject to applicable provisions of this Plan. Once available for
purchase, unpurchased Plan Shares shall remain subject to purchase until the
Option expires or terminates in accordance with the terms herein. Unless
otherwise stipulated in an Option, an Option may be exercised in whole or in
part, one or more times, but no Option may be exercised for a fractional share.
Resulting fractions shall be rounded up or down as appropriate.
b) Options may be exercised solely by the Optionee or a permitted
transferee during his lifetime or by a spouse or former spouse pursuant to a
qualified domestic relations order, or after his death (with respect to the
number of shares which the Optionee could have purchased at the time of death)
by the person or persons entitled thereto under the decedent's Will or the laws
of descent and distribution.
c) The purchase price of the Plan Shares to which an Option is exercised
shall be paid in full at the time of exercise and no Plan Shares shall be issued
until full payment is made therefor. Payment shall be made either i) in cash,
represented by a bank or cashier's check, certified check or money order, or
made by bank wire transfer; ii) by delivering shares of the Company's Common
stock which have been beneficially owned by the Optionee, the Optionee's spouse
or both of them for a period of at least six (6) months prior to the time of
exercise (the "Delivered Stock"), in a number equal to the number of Plan Shares
being purchased upon exercise of the Options; iii) a combination of cash and
delivered stock; iv) by delivery of shares of corporate stock which are freely
tradeable without restriction and which are part of a class of securities which
has been listed for trading on the NASDAQ system or a national securities
exchange, with an aggregate fair market value equal to or greater than the
exercise price of the Plan Shares being purchased under the Option, (the "Other
Shares"), or v) a combination of cash, Delivered Stock and Other Shares. An
Option shall be deemed exercised when written notice thereof, accompanied by the
appropriate payment in full, is received by the Company. No holder of an Option
shall be or have any of the rights and privileges of a shareholder of the
Company, in respect of any Plan Shares purchased upon exercise of an Option
unless and until certificates representing such shares have been issued by the
Company to him or her. The Board (or Committee as the case may be), shall have
absolute discretion whether to accept Other Shares offered and in valuing such
shares.
24
<PAGE>
10. Options in Substitution for Other Options.
The Board, (or Committee, as the case may be), may in its sole discretion,
at any time during the term of this Plan, grant new Options to an Employee under
this Plan or any other stock option plan of the Company, on the conditions that
such Employee shall surrender for cancellation one or more outstanding Options
which represent the right to purchase, (after giving effect to any previous
partial exercise thereof), a number of shares, in relation to the number of
shares to be covered by the new conditional grant hereunder. No such new
conditional grant shall become exercisable in the absence of such Employee's
consent to the condition, surrender and cancellation, as appropriate. New
conditional Options shall be treated in all respects under this Plan as newly
granted Options. Options may be granted under this Plan from time to time in
substitution for similar rights held by Employees of other corporations who are
about to become Employees of the Company or an Affiliate as a result of a merger
or consolidation of the employing corporation with the Company or an Affiliate,
or the acquisition by the Company or an Affiliate of the assets of the employing
corporation, or the acquisition by the Company or an Affiliate, of stock of the
employing corporation as the result of which such other corporation becomes an
Affiliate.
11. Assignability.
Except with the express written consent of the Board, an Option for Plan
Shares may not be assigned nor otherwise transferred except by Will or by
operation of law, pursuant to a qualified domestic relations order (as defined
in Rule 16B-3 of the Securities and Exchange Commission, or any successor rule),
or pursuant to Title 1 of the Employee Retirement Income Security Act of 1974,
as amended (ERISA) or rules thereunder. No Option shall be pledged or
hypothecated in any manner, whether by operation of law or otherwise, and no
Options shall be subject to execution, attachment or similar process . 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 Option.
12. Reorganizations and Recapitalizations of the Company.
a) The existence of this Plan and Options granted hereunder shall not
affect in any way the right or power of the Company or its shareholders to make
or authorize any and all adjustments, recapitalizations, reorganizations, or
other changes in the Company's capital structure or its business, or any merger
or consolidation of the Company or any issue of bonds, debentures or other
indebtedness, or any preferred or prior preference stocks senior to or affecting
the Company's Common stock or the rights thereof, or the dissolution or
25
<PAGE>
liquidation of the Company, or any sale, exchange or transfer of all or any part
of its assets or business, or any other corporate act or proceeding, whether of
a similar character or otherwise.
b) The Plan Shares in respect to which Options may be granted hereunder are
shares of Common stock currently constituted. If, and whenever, prior to
delivery by the Company of all of the Plan Shares which are subject to Options
granted hereunder, 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, and other than as a dividend, then the
number of Plan Shares with respect to which Options granted hereunder may
thereafter be exercised shall i) in the event of an increase in the number of
outstanding shares, be proportionately increased and the cash consideration
payable per share shall be proportionately reduced; and ii) in the event of a
reduction in the number of outstanding shares, be proportionately reduced and
the cash consideration payable per share shall be proportionately increased
c) If the Company is reorganized, merged, consolidated or party to a plan
of exchange with another company pursuant to which shareholders of the Company
receive any shares of stock or other securities, in exchange for the Common
stock, there shall be substituted for the Plan Shares subject to the unexercised
portions of outstanding Options, an appropriate number of shares of each class
of stock or other securities which were distributed to the shareholders of the
Company in respect of the Common stock in the case of a reorganization, merger,
consolidation or plan of exchange; provided however, that all outstanding
Options may be cancelled by the Company as of the effective date of a
reorganization, merger, consolidation, plan of exchange, or any dissolution or
liquidation of the Company, by giving notice to each Optionee or his personal
representative of its intention to do so and by permitting the purchase of all
the Plan Shares subject to such outstanding Options for a period of not less
than thirty (30) days during the sixty (60) days immediately preceeding such
effective date.
d) Except as expressly provided above, the Company's issuance of shares of
capital stock of any class, or securities convertible into shares of capital
stock of any class, as 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 capital stock or other securities, shall not
affect, and no adjustment by reason thereof shall be made with respect to the
number of Plan Shares subject to Options granted hereunder or the purchase price
of such shares.
26
<PAGE>
13. Purchase for Investment.
Unless the Plan Shares covered by this Plan have been registered under the
Act prior to issuance, each person exercising an Option under this Plan may be
required by the Company to give a representation in writing that he is acquiring
such shares for his or her own account for investment and not with a view to or
for sale in connection with the distribution of any part thereof.
14. Laws and Regulations.
This Plan and the granting and exercise of Options hereunder, and the
obligation of the Company to sell and deliver Plan Shares under such Options,
shall be subject to all applicable laws, rules and regulations and to such
approvals by any governmental agencies or national securities exchanges as may
be required.
15. Withholding of Taxes.
If subject to withholding tax, the Company may be required to collect
withholding taxes upon the exercise of an Option. The Company may require, as a
condition to the exercise of an Option that the Optionee concurrently pay to the
Company the entire amount or a portion of any taxes which the Company is
required to withhold by reason of such exercise, in such amount as the Company
in its discretion may determine. In lieu of part or all of any such payment, the
Optionee may elect to have the Company withhold from the Plan Shares to be
issued hereunder, a sufficient number of shares to satisfy withholding
obligations.
16. 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. The Board, (or Committee,
as the case may be), may decrease the number of shares subject to this Plan, but
an increase in such number may only occur as a consequence of a stock split or
other reorganization or recapitalization affecting all Common shares.
27
<PAGE>
17. 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 adversely affect the rights of a person granted
an Option 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.
18. Amendment of the Plan.
The Board may amend or alter this Plan at any time in such respects as it
shall deem advisable in order to conform to any change in any other applicable
law, or in order to comply with the provisions of any rule or regulation of the
Securities and Exchange Commission required to exempt this Plan or any Options
granted hereunder from the operation of Section 16(b) of the Securities Exchange
Act of 19934, as amended, (the "Exchange Act"), or in any other respect not
inconsistent with Section 16(b) of the Exchange Act; provided that no amendment
or alteration shall be made which would impair the rights of any participant
under any Option theretofore granted, without his consent (unless made solely to
conform such Option to and necessary because of changes in the foregoing laws,
rules or regulations).
19. Delivery of a copy of the Plan.
A copy of this Plan shall be delivered to every person to whom an Option is
granted.
20. 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.
21. 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 the difference in tax laws in such other countries. All
expenses of administering this Plan and issuing Plan Shares shall be borne by
the Company.
28
<PAGE>
By Signature below, the undersigned officers of the Company hereby certify that
the foregoing is a true and correct copy of the Employee Stock Option (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
29
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<ARTICLE> 5
<CIK> 0000844053
<NAME> WaveRider Communications Inc.
<MULTIPLIER> 1
<CURRENCY> U.S. Dollars
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> APR-01-1997
<PERIOD-END> JUN-30-1997
<EXCHANGE-RATE> 1.000
<CASH> 21,351
<SECURITIES> 0
<RECEIVABLES> 74,897
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 118,353
<PP&E> 219,421
<DEPRECIATION> 0
<TOTAL-ASSETS> 337,774
<CURRENT-LIABILITIES> 353,376
<BONDS> 0
0
4,000
<COMMON> 10,459
<OTHER-SE> (30,061)
<TOTAL-LIABILITY-AND-EQUITY> (15,602)
<SALES> 0
<TOTAL-REVENUES> (22)
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 234,804
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 100
<INCOME-PRETAX> (234,782)
<INCOME-TAX> 0
<INCOME-CONTINUING> (234,782)
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<NET-INCOME> (234,782)
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</TABLE>
