UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C., 20549
Form S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
Commission file number 000-30234
MILLENNIUM PLASTICS CORPORATION
(Exact name of registrant as specified in charter)
------------------------------------------
Nevada 88-0422242
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
5631 S. Pecos Rd.
Las Vegas, Nevada 89120
(Address of Principal Executive Office) (Zip Code)
Consultant Stock Compensation Plan
(Full Title of the Plan)
(702) 454-2121
(Registrant's Telephone Number, Including Area Code)
Paul T. Branagan, President
5631 S. Pecos Rd
Las Vegas, Nevada 89120
(Name and Address of Agent for Service)
<TABLE>
Title of Amount to be Proposed Proposed Amount of
Securities to be registered maximum maximum registration
registered Offering aggregate fee
price per offering
share(2) price
<S> <C> <C> <C> <C>
Common Stock (1) 50,000 5.978125 $298,906.25 $78.31
</TABLE>
1 Represents up to 50,000 shares of common stock to be offered for resale
by the persons indicated in the prospectus included as part of this
Registration Statement, in addition to the additional shares offered herein.
2 Calculated in accordance with Rule 457(h)(1) using the 5-day average of
the bid and asked prices for the common stock on January 27, 2000.
<PAGE>
PROSPECTUS The date of this Prospectus is January 28, 2000
MILLENNIUM PLASTICS CORPORATION
Up to 50,000 Shares of Common Stock
Received by Directors, Officers, Consultants and Employees
Under the Company's Consultant and Employee Stock
Compensation Plan and Reoffered by Means of this Prospectus
To Be Sold Either Privately or Through a Broker Transaction
Selling shareholders of Millennium Plastics Corporation ("Company") will
offer their shares through the over-the-counter market or through NASDAQ, if
the Company's common stock is then included for quotation on NASDAQ. Selling
shareholders, if control persons, are required to sell their shares in
accordance with the volume limitations of Rule 144 under the Securities Act
of 1933, which limits sales by each selling shareholder in any one month
period to the greater of 1% of the total outstanding common stock (or
approximately 239,000 shares after the issuance of the shares herein) or the
average weekly trading volume of the Company's common stock during the four
calendar weeks immediately preceding such sale. It is expected that brokers
and dealers effecting transactions will be paid the normal and customary
commissions for market transactions; however the Shares may be sold in a
private transaction.
The Company's Common Stock is currently quoted on the National Associations
of Securities Dealers ("NASD") Over-the-Counter Bulletin Board ("OTCBB")
under the symbol "MPCO". On January 27, 2000, the closing bid and ask prices
of shares of Common Stock of the Company were $5.75 and $5.81, respectively.
However, the Company considers its Common Stock to be thinly traded and, as a
result, any reported sales prices may not be a true market-based valuation of
the Common Stock.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED ON THE ACCURACY OR THE
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
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 authorized by the Company. Neither the delivery of this
Prospectus nor any distribution of the shares of the Common Stock issuable
under the terms of 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.
This Prospectus does not constitute an offer to sell securities in any state
to any person to whom it is unlawful to make such offer in such state.
The securities offered hereby involve a high degree of risk. See "Risk
Factors."
<PAGE>
SUMMARY OF PROSPECTUS
Item 1.
The Company
This prospectus accompanies reoffers by consultants and employees of the
Company of shares of common stock received through the Company's Consultant
and Employee Compensation Plan. The Company, pursuant to the S-8
Registration, dated this same date, has registered 50,000 of the Company's
common stock, which shares are to be issued pursuant to the Company's
Consultant and Employee Compensation Plan. The Company's principal offices
are located at 5631 S. Pecos Rd., Las Vegas, Nevada, 89120, telephone number
(702) 454-2121.
RISK FACTORS
The purchase of the securities offered hereby is subject to risk. Investors
should evaluate these risk factors carefully.
Need for Additional Financing. There is no assurance that such sales will
continue as they have in the past, or will increase in the future. In order
to succeed the Company may require additional capital for working capital and
for marketing. There can be no assurance that such financing will be
available, when required, on acceptable terms.
Markets Uncertain. Despite the business experience of the officers,
directors, and principal shareholders of the Company, and the Company's
products there can be no assurance that markets for the Company's products
will continue to be sizable enough to permit the Company to operate
profitably.
Reliance on Management. All decisions with respect to the management of the
Company will be made exclusively by its officers and directors. To a large
extent, the success of the Company will depend upon the quality of the
management provided by its officers and directors.
Dependence upon Key Personnel. The success of the Company will be largely
dependent on the personal efforts of key employees, officers, and directors,
who are responsible for the development of the business of the Company. If
any of the key employees, officers or directors should, for whatever the
reason, cease to serve the Company, the Company may find it difficult to find
replacements within a short time frame, and thus, the Company's ability to
meet its goals could be adversely affected.
Company Capitalization. To the extent that the funding may be insufficient to
meet expenses, the Company may be required to obtain the funds through
additional borrowings by raising funds through selling equity interests in
the Company. Management believes that operating profits can be generated,
but both the production of intellectual properties and any return to
Shareholders may take considerably longer than anticipated.
<PAGE>
PART I
Item 2.
General
Millennium Plastics Corporation ("Millennium" or the "Company") was
incorporated in the State of Nevada. Millennium, through its merger with
Graduated Plastics Corporation, acquired the United States patent rights to
new and innovative polymer and coating technology invented in 1995 by Solplax
Ltd. of Ireland. International patent attorneys in Europe and the United
States have confirmed that the patent is comprehensive and durable, having
been written by the developers of the technology and a scientific team with
specialization in PVA polymers. Independent evaluations carried out in
London, and Trinity College of Dublin have also endorsed these conclusions.
The plastics which have been developed have the unique and very
marketable characteristic of dissolving in water and leaving only non-toxic
water and atmospheric gases. Public perception and governmental pressures
for plastics which are environmentally friendly are projected to propel the
commercial demand for this product.
The Company's principal executive offices are located at 5631 S. Pecos Rd.,
Las Vegas, Nevada, 89120, telephone number (702) 454-2121.
Management
<TABLE>
<S> <C>
Paul T. Branagan President, Secretary/Treasurer and Director
William E. Lennon Vice President of Product Development and Director
James L. Arnold Vice President of operation and Director
Donato Grieco Director
</TABLE>
Paul T. Branagan (age 56) is the President, Secretary/Treasurer and a
member of the Board of Directors of the Company. Mr. Branagan graduated from
the University of Las Vegas Nevada with a B.S. in physics. From 1993 to the
present Mr. Branagan has been the President and Senior Scientist of Branagan
& Associates, Inc. From 1975 to 1993 he was the Project Manager, Assistant
Oil and Gas Division Manager and Senior Scientist of CER Corporation of Las
Vegas, Nevada.
William E. Lennon (age 54) is the Vice President of Development and a
member if the Board of Directors of the Company. Mr. Lennon was on the Dean
of Students' staff at DePaul University. After leaving DePaul he became the
Chairman of the Business Department at Davenport College. Mr. Lennon is
presently the CEO and founder of F & L Investment Corporation.
James L. Arnold (age 66) is the Vice President of Operations and a
member of the Board of Directors of the Company. Mr. Arnold graduated from
Northeastern University with a B.S. in industrial engineering. From 1997 to
the present he has worked as a management consultant. From 1993 until 1997,
Mr. Arnold served as President and CEO of Ebtron, Inc.
Donato A. Grieco (age 64) is a member of the Board of Directors of the
Company. Mr. Grieco holds a B.S. in Business & Engineering Administration
from the Massachusetts Institute of Technology of Cambridge, Massachusetts.
Since 1986, Mr. Grieco has been Vice-President of Mollenberg-Betz, Inc. of
Buffalo, New York, a major contractor in the mechanical construction
industry, specializing in refrigeration, air conditioning, heating, and
industrial process piping systems. Primarily responsible for project cost
estimating, along with vendor and sub-contractor soliciting, leading to total
project bid presentations.
<PAGE>
Legal Proceedings
There is no outstanding litigation in which the Company is involved and the
Company is unaware of any pending actions or claims against it.
Properties.
Millennium Plastics maintains its administrative offices at 5631 S.
Pecos Rd., Las Vegas 89120 under an annual lease of $7,000 per month for
approximately 6,000 square feet.
OFFERING SHAREHOLDERS
The following table lists the shares of Company common stock held by Donald
J. Stoecklein in proposing to sell their shares, the percentage held by each,
and the shares currently proposed to be reoffered by them pursuant to this
Prospectus.
<TABLE>
Shareholder Number New Shares Percent Percent of
of Offered Before Total After
Shares Offering Offering
<S> <C> <C> <C> <C>
Donald J. Stoecklein 0 50,000 0 .021
TOTAL 50,000
</TABLE>
PART II
Item 3. Information with Respect to the Company
This prospectus is accompanied by the Company's Form 10SB, and its latest
10QSB Quarterly Reports filed subsequent thereto, for quarter ending
September 30, 1999. These Annual, Quarterly and Current Reports, as well as
all other reports filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, are hereby incorporated by
reference in this prospectus and may be obtained upon the oral or written
request of any person to the Company at 5631 S. Pecos Rd., Las Vegas, Nevada
telephone number (702) 454-2121
Incorporation of Documents by Reference.
The registrant incorporates the following documents by reference in this
Registration Statement:
(a) The registrants Form 10SB filed August 30, 1999
(b) The registrants Quarterly Report on Form 10-QSB for the quarter ending
September 30, 1999 Pre Merger
Item 4. Description of Securities
General
Common Stock
The Company's Articles of Incorporation authorizes the issuance of
50,000,000 shares of common stock, $0.001 par value per share, of which
23,900,000 shares were outstanding as of the date of this filing. Holders of
shares of common stock are entitled to one vote for each share on all matters
to be voted on by the stockholders and have no cumulative voting rights.
Holders of shares of common stock are entitled to share ratably in dividends,
if any, as may be declared, from time to time by the Board of Directors in
its discretion, from funds legally available therefore. In the event of a
liquidation, dissolution or winding up of the Company, the holders of shares
of common stock are entitled to share pro rata all assets remaining after
payment in full of all liabilities. Holders of common stock have no
preemptive rights to purchase the Company's common stock. There are no
conversion rights or redemption or sinking fund provisions with respect to
the common stock. All of the outstanding shares of common stock are validly
issued, fully paid and non-assessable.
<PAGE>
Item 5. Interests of Named Experts and Counsel
Donald J. Stoecklein is receiving the shares as the result of his
representation of the Company in its Merger with Graduated Plastics.
Item 6. Indemnification
The Articles of Incorporation for the Company do contain provisions for
indemnification of the officers and directors; in addition, Section 78.751 of
the Nevada General Corporation Laws provides as follows:
78.751 Indemnification of officers, directors, employees and agents; advance
of expenses.
1. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, including attorney's
fees, judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with the action, suit or proceeding if he acted
in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, does not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the corporation, and that, with respect
to any criminal action or proceeding, he had reasonable cause to believe that
his conduct was unlawful.
2. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that he is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses,
including amounts paid in settlement and attorneys' fees actually and
reasonably incurred by him in connection with the defense or settlement of
the action or suit if he acted in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation. Indemnification may not be made for any claim, issue or matter
as to which such a person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable to the
corporation or for amounts paid in settlement to the corporation, unless and
only to the extent that the court in which the action or suit was brought or
other court of competent jurisdiction determines upon application that in
view of all the circumstances of the case, the person is fairly and
reasonably entitled to indemnity for such expenses as the court deems proper.
3. To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections 1 and 2, or in defense
of any claim, issue or matter therein, he must be indemnified by the
corporation against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection with the defense.
4. Any indemnification under subsections 1 and 2, unless ordered by a
court or advanced pursuant to subsection 5, must be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances. The determination must be made:
(a) By the stockholders:
(b) By the board of directors by majority vote of a quorum consisting o
directors who were not parties to act, suit or proceeding;
(c) If a majority vote of a quorum consisting of directors who were not
parties to the act, suit or proceeding so orders, by independent legal
counsel in a written opinion; or
<PAGE>
(d) If a quorum consisting of directors who were not parties to the act,
suit or proceeding cannot to obtained, by independent legal counsel in a
written opinion; or
5. The articles of incorporation, the bylaws or an agreement made by
the corporation may provide that the expenses of officers and directors
incurred in defending a civil or criminal, suit or proceeding must be paid by
the corporation as they are incurred and in advance of the final disposition
of the action, suit or proceeding, upon receipt of an undertaking by or on
behalf of the director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he is not entitled to be
indemnified by corporation. The provisions of this subsection do not affect
any rights to advancement of expenses to which corporate personnel other than
the directors or officers may be entitled under any contract or otherwise by
law.
6. The indemnification and advancement of expenses authorized in or
ordered by a court pursuant to this section:
(a) Does not exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under the articles
of incorporation or any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, for either an action in his official
capacity or an action in another capacity while holding his office, except
that indemnification, unless ordered by a court pursuant to subsection 2 or
for the advancement of expenses made pursuant to subsection 5, may not be
made to or on behalf of any director or officer if a final adjudication
establishes that his act or omissions involved intentional misconduct, fraud
or a knowing violation of the law and was material to the cause of action.
(b) Continues for a person who has ceased to be a director, officer,
employee or agent and inures to the benefit of the heirs, executors and
administrators of such a person.
Item 7. Exemption From Registration Claimed.
All of the shares were exempt from the registration requirements of the
Securities Act of 1933 as amended by virtue of Section 4(2) thereof covering
transactions not involving any public offering or not involving any "offer"
or "sale".
Item 8. Exhibits.
3.1 Amended Articles of Incorporation of registrant (1).
3.2 Bylaws (2).
5 Opinion of Donald J. Stoecklein, Attorney-at-law, regarding legality of
shares being issued (3).
10 Consultant Stock Compensation Plan/Consultants Agreements (3).
__________________________________________
(1) Incorporated by reference from the registrants Registration Statement on
Form 8-K, File No. 000-30234;
(2) Incorporated by reference from the registrants Registration Statement on
Form 10SB, File No. 000-30234;
(3) Filed herewith.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement, including (but not limited to) any addition or election
of a managing underwriter.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities offered at that time shall be deemed to be the
initial bona fide offering thereof.
<PAGE>
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Company's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
referring to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to the foregoing provisions, or otherwise, the Company
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
Company 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 Company will, unless in the opinion of
its counsel that matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Act and will be governed
by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Las Vegas, State of Nevada, on this 26th day of
January, 2000.
MILLENNIUM PLASTIC CORPORATION
By :/s/ Paul Branagan
Paul T. Branagan, President
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following person in the capacities indicated
on January 27, 2000.
Signature Title Date
/s/ Paul Branagan President, January 27, 2000
Paul T. Branagan
/s/ William Lennon Director January 27, 2000
William Lennon
/s/ James Arnold Director January 27, 2000
James Arnold
/s/ Donato Grieco Director January 27, 2000
Donato Grieco
<PAGE>
EXHIBIT 5
Opinion and Consent of
Donald J. Stoecklein
<PAGE>
ATTORNEY AT LAW
Telephone (702) 794-2590
Facsimile (702) 794-0744
DONALD J. STOECKLEIN
Practice Limited to Federal Securities
1850 E. Flamingo Rd., Suite #111, Las Vegas, Nevada 89119
January 27, 2000
Mr. Paul Branagan
President
Millennium Plastics Corporation
5631 S. Pecos Rd.,
Las Vegas, NV 89120
RE: REGISTRATION STATEMENT ON FORM S-8
Dear Mr. Branagan:
You have requested our opinion as to the legality of the registration by you,
Millennium Plastics Corporation (the "Corporation") of up to 50,000 shares of
Common Stock (the "shares") pursuant to a Registration Statement, dated
January 27, 2000, on Form S-8 (the "Registration Statement") to be filed on
January 31, 2000:
As your counsel we have reviewed and examined:
1. The Articles of Incorporation of the Corporation, as amended (the
"Articles");
2. The Bylaws of the Corporation, as certified by the Secretary of the
Corporation;
3. The Resolutions of the corporation authorizing the registration;
4. The minute book of the Corporation;
5. The registrants Form 10SB filed August 30, 1999
6. The registrants Quarterly Report on Form 10-QSB for the quarter ending
September 30, 1999
7. The Consultant and Employee Stock Compensation Plan; and
8. Such other matters as we have deemed relevant in order to form our
opinion.
In giving our opinion, we have assumed without investigation the authenticity
of any document or instrument submitted to us as an original, the conformity
to the original of any document or instrument submitted to us as a copy, and
the genuineness of all signatures on such originals or copies.
Based upon the foregoing, and subject to the qualifications set forth below,
we are of the opinion that the Shares, if issued and sold as described in the
Registration Statement (provided that at least par value is paid for the
shares): (i) will have been duly authorized, legally issued, fully paid and
nonassessable, (ii) when issued will be a valid and binding obligation of the
corporation, and (iii) do not require a permit from any governmental agency.
Our opinion is subject to the qualification that no opinion is expressed
herein as to the application of the state securities or Blue-Sky laws.
This Opinion is furnished by us as counsel to you and is solely for your
benefit. Neither this opinion nor copies hereof may be relied upon by,
delivered to, or quoted in whole or in part to any governmental agency or
other person without our prior written consent.
<PAGE>
Notwithstanding the above, we consent to the use of our opinion in regards to
the Request to Transfer Agent for transfer of the above referred to shares.
Yours Very Truly,
/s/ Donald Stoecklein
Donald J. Stoecklein
s8opin.899
<PAGE>
EXHIBIT 10
CONSULTANT AND EMPLOYEE STOCK OPTION PLAN
<PAGE>
AMENDED AND RESTATED JANUARY 2000 CONSULTANT
AND
EMPLOYEE STOCK COMPENSATION PLAN
Millennium Plastics Corporation
I.
Purpose of the Plan.
The purpose of this Plan is to further the growth of Millennium Plastics
Corporation ("Millennium") by allowing the Company to compensate officers,
directors, consultants and certain other persons providing bona fide services
to the Company or to compensate officers, directors and employees for accrual
of salary, through the award of Millennium common stock.
II.
Definitions
Whenever used in this Plan, the following terms shall have the meanings set
forth in this Section:
1. "Award" means any grant of Common Stock made under this Plan.
2. "Board of Directors" means the Board of Directors of Millennium.
3. "Code" means the Internal Revenue Code of 1986, as amended.
4. "Common Stock" means the common stock, par value $ .001 per share, of
Millennium.
5. "Date of Grant" means the day the Board of Directors authorizes the grant
of an Award or such later date as may be specified by the Board of Directors
as the date a particular Award will become effective.
6. "Employee" means any person or entity that renders bona fide services to
the Company (including, without limitation, the following: a person employed
by the Company in a key capacity; an officer or director of Millennium or one
or more Subsidiaries; a person or company engaged by the Company as a
consultant; or a lawyer, law firm, accountant or accounting firm.
7. "Subsidiary" means any corporation that is a subsidiary with regard to
Millennium as that term is defined in Section 424(f) of the Code.
III.
Effective Date of the Plan
The effective date of this Amended Plan is January 27, 2000.
IV.
Administration of the Plan
The Board of Directors will be responsible for the administration of this
Plan, and will grant Awards under this Plan. Subject to the express
provisions of this Plan, the Board of Directors shall have full authority and
sole and absolute discretion to interpret this Plan, to prescribe, amend and
rescind rules and regulations relating to it, and to make all other
determinations which it believes to be necessary or advisable in
administering this Plan. The determinations of the Board of Directors on the
matters referred to in this Section shall be conclusive. The Board of
Directors shall have sole and absolute discretion to amend this Plan. No
member of the Board of Directors shall be liable for any act or omission in
connection with the administration of this Plan unless it resulted from the
member's willful misconduct.
<PAGE>
V.
Stock Subject to the Plan
The maximum number of shares of Common Stock as to which Awards may be
granted under this Plan as of this date and subject to subsequent amendment
is 50,000 shares. The Common Stock which is issued on grant of awards may be
authorized but unissued shares or shares which have been issued and
reacquired by Millennium. The Board of Directors may increase the maximum
number of shares of Common Stock as to which Awards may be granted at such
time as it deems advisable.
VI.
Persons Eligible to Receive Awards
Awards may be granted only to Employees, or Consultants of the Company, in
their individual capacity only.
VII.
Grants of Awards
Except as otherwise provided herein, the Board of Directors shall have
complete discretion to determine when and to which Employees or Consultants
Awards are to be granted, and the number of shares of Common Stock as to
which awards granted to each Employee or consultant will relate. No grant
will be made if, in the judgment of the Board of Directors, such a grant
would constitute a public distribution within the meaning of the Securities
Act of 1933, as amended (the "Act"), or the rules and regulations promulgated
thereunder. The Board of Directors upon approval of the issuance of shares
pursuant to this plan shall provide as an exhibit, the party to whom shares
are issued, and the number of shares issued.
VIII.
Delivery of Stock Certificates
As promptly as practicable after authorizing the grant of an Award Millennium
shall deliver to the person who is the recipient of the Award, a certificate
or certificates registered in that person's name, representing the number of
shares of Common Stock that were granted.
IX.
Employment
Nothing in this Plan or in the grant of an Award shall confer upon any
Employee or consultant the right to continue in the employ of the Company nor
shall it interfere with or restrict in any way the rights of the Company to
discharge any employee at any time for any reason whatsoever, with or without
cause.
X.
Laws and Regulations
The obligation of Millennium to sell and deliver shares of Common Stock on
the grant of an Award under this Plan shall be subject to the condition that
counsel for Millennium be satisfied that the sale and delivery thereof will
not violate the Act or any other applicable laws, rules or regulations.
XI.
Withholding of Taxes
If subject to withholding tax, the Company shall be authorized to withhold
from an Employer's salary or other cash compensation such sums of money as
are necessary to pay the Employee's withholding tax. The Company may elect to
withhold from the shares to be issued hereunder a sufficient number of shares
to satisfy the Company's withholding obligations. If the Company becomes
required to pay withholding tax to any federal, state or other taxing
authority as a result of the granting of an Award and the Employee fails to
provide the Company with the funds with which to pay that withholding tax,
the Company may withhold up to 50% of each payment of salary or bonus to the
Employee (which will be in addition to any other required or permitted
withholding), until the Company has been reimbursed for the entire
withholding tax it was required to pay.
<PAGE>
XII.
Reservation of Shares
Millennium shall at all times keep reserved for issuance on grant of awards
under this Plan a number of authorized but unissued or reacquired shares of
Common Stock equal to the maximum number of shares Millennium may be required
to be issued on the grant of Awards under this Plan.
XII.
Termination of the Plan
The Board of Directors may suspend or terminate this Plan at any time or from
time to time, but no such action shall adversely affect the rights of a
person granted an Award under this Plan prior to that date.
XIV.
Delivery of Plan
A Copy of this Plan shall be delivered to all participants, together with a
copy of the resolution or resolutions of the Board of Directors authorizing
the granting of the Award and establishing the terms, if any, of
participation.
No dealer, salesman, or any other person has been authorized by the Company
to give any information or to make any representations other than those
contained in this Prospectus in connection with the offering made hereby, and
if given or made, such information or representations must not be relied
upon. This Prospectus does not constitute an offer to sell or the
solicitation of an offer to buy any securities other than those specifically
offered hereby or an offer to sell, or a solicitation of an offer to buy, to
any person in any jurisdiction in which such offer or sale would be unlawful.
Neither the delivery of this Prospectus nor any sale made hereunder shall
under any circumstances create any implication that there has been no change
in the affairs of the Company since any of the dates as of which information
is furnished or since the date of this Prospectus.
