<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
CHECK THE APPROPRIATE BOX:
[ ] Preliminary Proxy Statement [ ]Confidential, for Use of the
Commission Only (as permitted
[X] Definitive Proxy Statement by Rule 14a-6(e)(2)
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to _240.14a-11(c) or _240.14a-12
GREENLAND CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
COMMISSION FILE NUMBER: 017833
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[ ] No fee required.
[ ] Fee computed on the table below per Exchange Act
Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act rule 0-11. (Set forth
the amount on which the filing is calculated and state
how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
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GREENLAND
CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
AND PROXY STATEMENT
To the Shareholders of Greenland Corporation:
Notice is hereby given that the Annual Meeting of the Shareholders of
Greenland Corporation (the "Company") will be held at the Company's offices
at 1935 Avenida Del Oro, Suite D, Oceanside, California 92056, on Friday,
August 20, 1999 at 10:00 AM, for the following purposes:
To elect directors for the ensuing year to serve until the next Annual
Meeting of Shareholders and until their successors have been elected and
qualified. The present Board of Directors of the Company has nominated and
recommends FOR election the following six persons:
Louis T. Montulli Gene Cross
Lee Swanson George Godwin
William Randell Coleman
Thomas J. Beener
To adopt and ratify the proposed 1999 Stock Option Plan previously
ratified by the Company's Board of Directors.
To elect the Company's independent auditors for the ensuing year. The
Board of Directors has nominated Levitz, Zacks & Ciceric and recommends FOR
their election.
To transact such other business as may be properly brought before the
Annual Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on June 30, 1999
as the record date for the determination of shareholders entitled to notice
of and to vote at the Annual Meeting. A list of such shareholders shall be
open to the examination of any shareholder at the Annual Meeting and for a
period of ten days prior to the date of the Annual Meeting at the offices of
Greenland Corporation.
Accompanying this Notice is a Proxy. Whether or not you expect to be at
the Annual Meeting, please sign and date the enclosed Proxy and return it
promptly. If you plan to attend the Annual Meeting and wish to vote your
shares personally, you may do so at any time before the Proxy is voted.
A copy of the Company's Form 10-KSB for the Fiscal Year ended December
31, 1998, filed with the Securities and Exchange Commission, is available to
shareholders upon request.
All shareholders are cordially invited to attend the meeting.
By order of the board of directors
Thomas J. Beener
Secretary
July 21, 1999
Oceanside, California
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GREENLAND
CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
AND PROXY STATEMENT
Oceanside, California
July 21, 1999
The Board of Directors of Greenland Corporation, a Nevada corporation
(the "Company" or "Greenland") is soliciting the enclosed Proxy for use at
the Annual Meeting of Shareholders of the Company to be held on August 20,
1999 (the "Annual Meeting"), and at any adjournments thereof. The Company
intends to mail this Proxy Statement and accompanying proxy card on or about
July 26, 1999 to all shareholders entitled to vote at the Annual Meeting.
Unless contrary instructions are indicated on the Proxy, all shares
represented by valid Proxies received pursuant to this solicitation (and not
revoked before they are voted) will be voted FOR the election of the six
nominees for directors named below, FOR the adoption and ratification of the
1999 Stock Option Plan, FOR the election of Levitz, Zacks & Ciceric as the
Company's independent auditors for the ensuing year, FOR the ratification of
all acts by the officers and directors of the Company in the previous year.
As to any other business which may properly come before the Annual Meeting
and be submitted to a vote of the shareholders, Proxies received by the Board
of Directors will be voted in accordance with the best judgment of the
holders thereof.
A Proxy may be revoked by written notice to the Secretary of the Company
at any time prior to the Annual Meeting, by executing a later Proxy or by
attending the Annual Meeting and voting in person.
The Company will bear the cost of solicitation of Proxies. In addition
to the use of mails, Proxies may be solicited by personal interview,
telephone, or telegraph, by officers, directors, and other employees of the
Company.
The Company's mailing address is 1935 Avenida Del Oro, Suite D, Oceanside,
California 92056, which is the address of the Company's offices.
VOTING
Shareholders of record at the close of business on June 30, 1999 (the
"Record Date") will be entitled to notice of and to vote at the Annual
Meeting or any adjournments thereof.
As of June 30, 1999 24,631,242 shares of common stock, par value $.001, of
the Company ("Common Stock") were outstanding (excluding warrants and options to
purchase 4,999,997 shares), representing the only voting securities of the
Company. Each share of Common Stock is entitled to one vote.
Votes cast by Proxy or in person at the Annual Meeting will be counted
by the person appointed by the Company to act as Inspector of Election for
the Annual Meeting. The Inspector of Election will treat shares represented
by Proxies that reflect abstentions or include "broker non-votes" as shares
that are present and entitled to vote for purposes of determining the
presence of a quorum. Abstentions or "broker non-votes" do not constitute a
vote FOR or AGAINST any matter and thus will be disregarded in the
calculation of "votes cast". Any unmarked Proxies, including those submitted
by brokers or nominees, will be voted FOR the nominees of the Board of
Directors and FOR the nominee as independent accountants, as indicated in the
accompanying Proxy card.
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Stock as of June 30, 1999, by
(i) each of the Company's named executive officers and directors, (ii) the
Company's named executive officers and directors as a group and (iii) each
person (or group of affiliated persons) who is known by the Company to own
beneficially more than 5% of the Company's Common Stock.
The business address is the same as that of the Company unless otherwise
indicated.
For purposes of this Proxy Statement, beneficial ownership of securities
is defined in accordance with the rules of the Securities and Exchange
Commission with respect to securities, regardless of any economic interests
therein. Except as otherwise indicated, the Company believes that the
beneficial owners of the securities listed below have sole investment and
voting power with respect to such shares, subject to community property laws
where applicable. Unless
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otherwise indicated, the business address for each of the individuals listed
below is the same as that of the Company.
<TABLE>
<CAPTION>
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NUMBER OF SHARES PERCENT (1)
OFFICERS AND DIRECTORS BENEFICIALLY OWNED BENEFICIALLY OWNED
- --------------------------------------------------------------------------------------------
<S> <C> <C>
Louis T. Montulli (2) 3,495,864 12%
CEO, Director
Lee Swanson ( 3)
CFO, Director 1,226,279 4%
- --------------------------------------------------------------------------------------------
Thomas Beener (4)
General Counsel, Secretary, Director 1,000,000 3%
William Randell Coleman (5) 1,333,333 5%
Director
- --------------------------------------------------------------------------------------------
Gene Cross (6) 156,667 *
Director
George Godwin (7)
Director 111,666 *
- --------------------------------------------------------------------------------------------
Mike Marcinko 1,475,000 5%
Brian Strickel 1,475,000 5%
Officers and Directors as a group
(6 persons) 25%
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</TABLE>
* INDICATES AN AMOUNT LESS THAN 1%.
(1) Based on 24,631,242 shares of Common Stock outstanding as of June
30, 1999 plus 500,000 options and 4,499,997 warrants now
exercisable for a total of 29,631,239 shares fully diluted.
(2) Including warrants now exercisable to purchase 850,000 shares of
Greenland Common Stock at $.20 and 850,000 shares of Greenland
Common Stock at $.25.
(3) Including options now exercisable to purchase 150,000 shares of
Greenland Common Stock at $.33; warrants now exercisable to
purchase 166,666 shares of Greenland Common Stock at $.10 and
166,666 shares of Greenland Common Stock at $.13.
(4) Including options now exercisable to purchase 150, 000 shares of
Greenland Common Stock at $.33 and 150,000 shares of Greenland
Common Stock at $.15 and warrants now exercisable to purchase
100,000 shares of Greenland Common Stock at $.10 and 100,000
shares of Greenland Common Stock at $.13
(5) Including warrants now exercisable to purchase 666,667 shares of
Greenland Common Stock at $.15
(6) Including warrants now exercisable to purchase 33,333 shares of
Greenland Common Stock at $.10 and 33,333 shares of Greenland
Common Stock at $.13
(7) Including warrants now exercisable to purchase 33,333 shares of
Greenland Common Stock at $.10 and 33,333 shares of Greenland
Common Stock at $.13
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
The Board of Directors of the Company has nominated and recommends FOR
election as directors the six persons named below, all of whom are currently
serving as directors of the Company. The enclosed Proxy will be voted FOR the
persons nominated unless otherwise indicated. If any of the nominees should
be unable to serve or should decline to do so, the discretionary authority
provided in the Proxy will be exercised by the present Board of Directors to
vote for a substitute or substitutes to be designated by the Board of
Directors. The Board of Directors has no reason to believe that any
substitute nominee or nominees will be required.
Each shareholder may cast one vote for each share held by him multiplied
by the number of directors to be elected, but may not cast more votes than
the number of shares owned for any candidate and therefore a simple majority
of the shares represented and voting will elect all of the directors. The
candidates receiving the highest number of votes, up to the number of
directors to be elected, will be elected.
The Proxy may not be voted for more than six persons.
INFORMATION REGARDING NOMINEES
The information set forth below as to each nominee for Director has been
furnished to the Company by the respective nominees.
Louis T. Montulli, age 58, has served as Chief Executive Officer and Chairman
of the Board since January 1999. Prior to joining the Company Dr. Montulli
has been associated with several start-up ventures. He has served in senior
positions in the Department of Defense and Department of Energy during the
1970's and was a member of the White House staff from 1981 to 1984. Dr.
Montulli has served on the United States Air Force Scientific Advisory Board,
the NASA Technical Advisory Board, as well as other government and university
boards and panels. From 1993 to 1996, Dr. Montulli served as Senior Vice
President of new business development, marketing and advanced systems for
Lockheed Martin Corporation where he refocused resources on three commercial
and military products resulting in $200 million in new orders the first year.
Prior to Lockheed he was Vice President for Boeing Military Airplane Co.
where he supervised 4,800 people and hundreds of key projects. Dr. Montulli
holds a doctorate in Engineering from the University of California, Los
Angeles. He received the Most Distinguished Alumni award in 1987 from the
University of Rochester where he received his B.S. in Mechanical Engineering.
Lee Swanson, age 57, has served as Chief Financial Officer and Director of
the Company since June 1998. Mr. Swanson is a finance and accounting expert
by formal education and a highly capable and successful bankruptcy
turn-around expert by experience. For the past ten years, Mr. Swanson has led
seven companies successfully through this process. His most recent success
was a turn around of Hooked on Phonics. From 1969 to 1989, Mr. Swanson held
increasing responsibilities in the aluminum, chemical and steel industries,
first as auditor and financial manager and later as manufacturing manager and
V.P. for operators of nine facilities. During the 1990's, Mr. Swanson has
been President, COO, or CEO of seven companies, leading each from bankruptcy
to successful buyout or restructuring.
Thomas Beener, age 49, has served as General Counsel and Secretary of the
Company since May 1998 and as a Director since January 1999. Mr. Beener came
to Greenland with an extensive background in securities law. He is a
Corporate/Securities Attorney with experience in public company counsel work;
including corporate, public offerings, private placements and mergers and
acquisitions, technology licensing agreements, and broker/dealer compliance
and operations. Mr. Beener founded and for nine years managed a NASD
Broker/Dealer firm that funded in excess of $50 million of equity and debt.
He has merged several companies and directed and closed initial public
offerings and private placements. Mr. Beener served as in-house counsel and
corporate secretary to NASDAQ listed energy services company, in-house
counsel and corporate secretary to a transportation company and outside
general counsel to early stage technology companies in the software and
biotech industries.
Gene Cross, age 63, has served as Director of the Company since June 1998.
Previously, Mr. Cross was Executive Vice President and Chief Financial
Officer of BWIP International, Inc., a large industrial manufacturing
company. Mr. Cross has been a consultant to a variety of companies involved
in high technology development and manufacturing.
George Godwin, age 63, has served as Director of the Company since June 1998.
Mr. Godwin serves as Vice President, Nuclear Business Unit of BWIP
International, Inc. a large industrial manufacturing company. Mr. Godwin
formerly held the positions of General Manager and Regional Sales Manager of
a BWIP division serving the utility industry. Mr. Godwin holds a degree in
industrial engineering from Tennessee Tech and has also extended management
studies at UCLA and the University of Michigan.
<PAGE>
William Randell Coleman, age 42, has served as a Director of the Company
since May 1999. Mr. Coleman is the Chief Executive Officer and founder of
RBSI, Inc., which owns RBSA and SmartCash ATM, Ltd. (the exclusive processor
and master distributor for Check Central, Inc., respectively) Mr. Coleman has
over 20 years of project management, sales, marketing and recruiting
experience. Mr. Coleman has owned, operated and founded several companies in
the Electronic Data Processing industry. Mr. Coleman is recognized in the
Electronic Funds Transfer Industry as an accomplished and progressive leader
and is considered to be one of the top experts in the nation for retail
off-premise ATM deployment.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors recommends that shareholders vote FOR the slate
of nominees set forth above. Proxies solicited by the Board of Directors will
be so voted unless shareholders specify otherwise on the accompanying Proxy.
EXECUTIVE COMPENSATION
The following table sets forth, for the fiscal years ended December 31,
1997 and December 31, 1998 the compensation awarded or paid to, or earned by
the Company's executive officers for services rendered to the Company.
<TABLE>
<CAPTION>
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NAME AND POSITION YEAR SALARY OTHER TOTAL
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Lee Swanson, Director 1998 $24,248 $80,000(1) $104,248
Chief Executive Officer 1997 - - -
- ---------------------------------------------------------------------------------------
Thomas Beener, 1998 $15,553 $80,000(1) $ 95,553
Secretary and Director 1997 - - -
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</TABLE>
(1) Compensation paid in the form of shares of Common Stock of the Company.
Mr. Swanson and Mr. Beener joined the Company in June and April of 1998,
respectively and accordingly, compensation as related to prior years is not
applicable. During 1998 and through 1999, each of the officers and directors
have received either part or all of their compensation in the form of Common
Stock of the Company in order to ease the burden on the Company's cash
position. It is anticipated that said practice will continue until such time
as the Company's cash position improves.
The Company has established annual salaries of $144,000 for its executive
officers; Louis T. Montulli, Lee Swanson, and Thomas Beener for fiscal 1999.
PROPOSAL 2
APPROVAL OF 1999 STOCK OPTION PLAN
At the Company's 1997 Annual Meeting the shareholders approved the
1997 Stock Option Plan that provided for 5,000,000 shares of Common Stock. In
July, 1998 the Company effected a 1-10 reverse stock split thereby reducing
the number of shares in the 1997 Stock Option Plan to 500,000.
The Board of Directors has determined that the 1997 Stock Option
Plan is not adequate to meet the needs of the Company and the Company may
have difficulty retaining key personnel unless a stock option plan suitable
to the Company's present and future needs is adopted. Accordingly, the Board
of Directors cancelled the 1997 Stock Option Plan and adopted the Company's
1999 Stock Option Plan (the "1999 Plan"), subject to shareholder approval.
The Board of Directors recommends FOR the approval of the 1999 Plan. The
enclosed proxy will be voted FOR approval of the 1999 Plan unless otherwise
indicated. The affirmative votes of the holders of a majority of the shares
in person or represented by proxy and entitled to vote is necessary to
approve Proposal 2.
A general description of the basic features of the 1999 Plan is summarized
below. The summary is qualified in its entirety by the full text of the 1999
Plan, a copy of which may be obtained from the Company at the address set
forth at the beginning of this proxy statement and a copy of which has been
filed with this information statement.
<PAGE>
GENERAL
The 1999 Plan provides for the grant of both incentive and
nonstatutory stock options. Incentive stock options granted under the 1999
Plan are intended to qualify as "incentive stock options" within the meaning
of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
Nonstatutory stock options granted under the 1999 Plan are intended not to
qualify as incentive stock options under the Code. See "Federal Income Tax
Information" for a discussion of the tax treatment of incentive and
nonstatutory stock options.
PURPOSE
The 1999 Plan is intended to provide a means by which selected
officers, directors and employees of, and consultants to, the Company and its
affiliates may be given an opportunity to purchase stock in the Company, to
assist in retaining the services of such persons holding key positions, to
secure persons to exert maximum efforts for the success of the Company. All
of the Company's employees and consultants are eligible to participate in the
1999 Plan.
ADMINISTRATION
The 1999 Plan is administered by the Board of Directors of the
Company unless the Board delegates authority to a committee. The Board has
the authority to select the persons to whom rights under the 1999 Plan will
be granted (a "Stock Award"), to determine whether a Stock Award will be an
incentive stock option (within the meaning of Section 422 of the Code), or a
nonqualified stock option, a stock bonus, a right to purchase restricted
stock, or a combination of the foregoing, to specify the type of
consideration, if any, to be paid to the Company upon exercise of a Stock
Award and to determine the time or times when a person will be permitted to
purchase or receive stock pursuant to a Stock Award. The Board is authorized
to delegate administration of the 1999 Plan to a committee or committees
composed of members of the Board.
ELIGIBILITY
Subject to certain limitations, under the 1999 Plan, as amended,
incentive stock options may be granted only to employees of the Company,
while Stock Awards other than incentive stock options may be granted to
employees and directors of, and consultants to, the Company.
No incentive stock option may be granted under the 1999 Plan to any
person who, at the time of the grant, owns or is deemed to own stock
possessing more than 10% of the total combined voting power of the Company or
any affiliate of the Company, unless the option exercise price is at least
110% of the fair market value of the stock subject to the option on the date
of grant and the term of the option does not exceed five years from the date
of the grant. To the extent that the aggregate fair market value (determined
at the time of grant) of stock with respect to which incentive stock options
are exercisable for the first time by any holder of such options during any
calendar year under all plans of the Company and its affiliates exceeds
$100,000, the options or portions thereof which exceed such limit shall be
treated as nonstatutory stock options, according to the order in which they
were granted.
STOCK SUBJECT TO THE 1999 PLAN
The 1999 Plan authorizes eight million (8,000,000) shares of Common
Stock to be issued. If options granted under the 1999 Plan expire or
otherwise terminate without being exercised, the Common Stock not purchased
pursuant to such options again becomes available for issuance under the 1999
Plan.
TERMS OF OPTIONS
The following is a description of the permissible terms of options
granted under the 1999 Plan. individual option grants may be more restrictive
as to any or all of the permissible terms described below.
EXERCISE PRICE, PAYMENT. The exercise price of incentive stock
options under the 1999 Plan may not be less than the fair market value of the
Common Stock subject to the option on the date of the option grant and, in
some cases (see: "Eligibility" above), may not be less than 110% of such fair
market value. The exercise price of nonstatutory stock options under the 1999
Plan may not be less than 85% of the fair market value of the Common Stock
subject to the option on the date of the option grant (except with respect to
options assumed or substituted under the Code).
The exercise price of options granted under the 1999 Plan may be
paid (i) in cash at the time the option is exercised (ii) at the discretion
of the Board, by delivery of other common nock of the Company, or pursuant to
a promissory note (iii) pursuant to a "net exercise" or cashless exercise
feature or (iv) in any other form of legal consideration acceptable to the
Board or as specified in the 1999 Plan.
<PAGE>
OPTION EXERCISE. Options granted under the 1999 Plan may become
exercisable ("vest") as determined by the Board. The Board has the power to
accelerate the time, during which an option may be exercised,
To the extent provided by the terms of an option, an optionee may
satisfy any federal, state or local tax withholding obligation relating to
the exercise of such option by a cash payment upon exercise, by authorizing
the Company to withhold a portion of the stock otherwise issuable to the
optionee by delivering already-owned stock of the Company or by a combination
of these means.
TERM. The maximum. term of options under the 1999 Plan is 10 years,
except that in certain cases (See "Eligibility"), the maximum term is five
years. Upon termination of the optionees' employment relationship with the
Company, whether by death, disability or termination of employment, as
defined in the 1999 Plan, options under the 1999 Plan terminate upon the
earlier of (i) such period of time as is determined by the Board or (ii) the
expiration of the term of the option as set forth in the option agreement.
The option term may also be extended in the event that exercise of the option
within these periods is prohibited for specified reasons. Generally,
outstanding options under the 1999 Plan terminate 90 days after termination
of the optionee's employment or relationship as a consultant or director of
the Company or any affiliate of the Company, except for cause, unless (a)
such termination is due to such person's disability, in which case options
may be exercised at any time within one year of such termination-, (b) the
optionee dies while employed by or serving as a consultant or director of the
Company or any affiliate of the Company, in which case the option may be
exercised (to the extent the option was exercisable at the time of the
optionee's death) within one year of the optionee's death by the person or
persons to whom the rights to such option pass by will or by the laws of
descent and distribution. Individual options by their terms may provide for
exercise within a longer period of time following termination of employment
or the consulting relationship.
DURATION, AMENDMENT AND TERMINATION
The Board may suspend or terminate the 1999 Plan without stockholder
approval or ratification at any time or from time to time. Unless sooner
terminated, the 1999 Plan will terminate in July 2009.
The Board may also amend the 1999 Plan at any time and from time to
time. However, under the 1999 Plan, no amendment will be effective unless
approved by the stockholders of the Company to the extent stockholder
approval is necessary for the 1999 Plan to satisfy the requirements of
Section 422 of The Code (including an increase in the number OF shares
reserved for issuance under the 1999 Plan) or other legal requirements. The
Board may submit any other amendment to the 1999 Plan for stockholder
approval, including, but not limited to, amendments intended to satisfy the
requirements of Section 162(m) of the Code regarding the exclusion of
performance-based compensation from the limitation on the deductibility of
compensation paid to certain employees.
RESTRICTIONS ON TRANSFER
Under the 1999 Plan, an incentive stock option shall not be
transferable except by will or by the laws of descent and distribution, and
shall be exercisable during the lifetime of the person to whom the incentive
stock option is granted only by such person. Nonstatutory stock options
granted under the 1999 Plan may, but need not, include provisions allowing
for the transfer of such options.
FEDERAL INCOME TAX INFORMATION
INCENTIVE STOCK Options. Incentive stock options under the 1999 Plan
are intended to be eligible for the favorable federal income tax treatment
accorded "incentive stock options" under the Code.
There generally are no federal income tax consequences to the
optionee or the Company by reason of the grant or exercise of an incentive
stock option. However, the exercise of an incentive stock option may increase
the optionee's alternative minimum tax liability, if any.
If an optionee holds stock acquired through exercise of an incentive
stock option for at least two years from the date on which the option is
granted and at least one year from the date on which the shares are
transferred to the optionee upon exercise of the option, any gain or loss on
a disposition of such stock will be long-term capital gain or loss. Generally,
if the optionee disposes of the stock before the expiration of either of
these holding periods (a "disqualifying disposition"), at the time of
disposition, the optionee will realize taxable ordinary income equal to the
lesser of (i) the excess of the stocks fair market value on the date of
exercise over the exercise price, or (ii) the optionee's actual gain, if any,
on the purchase and sale. The optionee's additional gain, or any loss, upon
the disqualifying disposition will be a capital gain or loss, which will be
long-term or short-term depending an whether the stock was held for more than
one year.
<PAGE>
To the extent the optionee recognizes ordinary income by reason of a
disqualifying disposition, the Company will generally be entitled (subject to
the requirement of reasonableness, the provisions of Section 162(m) of the
Code and the satisfaction of a tax reporting obligation) to a corresponding
business expense deduction -in the tax year in which the disqualifying
disposition occurs.
NONSTATUTORY STOCK OPTIONS. Nonstatutory stock options granted under
the 1999 Plan generally have the following federal income tax consequences:
There are no tax consequences to the optionee or the Company by
reason of the grant of a nonstatutory stock option. Upon exercise of a
nonstatutory stock option, the optionee normally will recognize taxable
ordinary income equal to the excess of the stock's fair market value on the
due of exercise over the option exercise price. Generally, with respect to
employees, the Company is required to withhold from regular wages or
supplemental wage payments an amount based on the ordinary income recognized.
Subject to the requirement of reasonableness, the provisions of Section
162(m) of the Code and the satisfaction of a tax reporting obligation, the
Company will generally be entitled to a business expense deduction equal to
the taxable ordinary income realized by the optionee. Upon disposition of the
stock, the optionee will recognize is capital gain or loss equal to the
difference between the selling price and the sum of the amount paid for such
stock plus any amount recognized as ordinary income upon exercise of the
option.
POTENTIAL LIMITATION ON COMPANY DEDUCTIONS. As part of the Omnibus
- -Budget Reconciliation Act of 1993, Congress amended the Code to add Section
162(m), which denies a deduction to any publicly held corporation for
compensation paid to certain employees in a taxable year to the extent that
compensation exceeds $1 million for a covered employee. It is possible that
compensation attributable to, awards granted in The future under the 1999
Plan when combined with all other types of compensation received by a covered
employee from the Company, may cause this limitation to be exceeded in any
particular year.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors has adopted and approved Proposal 2, subject
to the requisite approval by the Company's Stockholders. The affirmative vote
of the holders a majority of the shares in person or represented by proxy and
entitled to vote is required to approve the Proposal. The Board of Directors
of the Company has considered the Proposal and recommends that the Company's
Stockholders approve the Proposal as set forth in this information statement.
PROPOSAL 3
The Board of Directors has selected Levitz, Zacks & Ciceric to serve
as the Company's independent accountants for the fiscal 1999 year. Smith &
Company, a firm located in Salt Lake City, Utah, previously served as the
Company's independent accountants since 1994. The Board of Directors believe
that the Company's needs can best be served by utilizing a firm that is
located in the San Diego area.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors has adopted and approved Proposal 3, subject
to the requisite approval by the Company's Stockholders. The Board of
Directors of the Company has considered the Proposal and recommends that the
Company's Stockholders approve the Proposal as set forth in this information
statement. Proxies solicited by the Board of Directors will be so voted
unless shareholders specify otherwise on the accompanying Proxy.
CERTAIN TRANSACTIONS
In September 1998, prior to his acceptance of the positions of Chief
Executive Officer and Chairman of the Board of the Company, Louis T. Montulli
entered into a Memorandum of Understanding whereby he provided funding to the
Company. In April 1999, the Company and Mr. Montulli executed a Definitive
Agreement setting forth the terms of the arrangement. Pursuant to the terms
of the Definitive Agreement, Mr. Montulli purchased an asset of the Company
for $150,000 and the assumption of $125,000 of debt. The asset is the Shares
of Preferred Convertible Stock of Golden Age Homes, Inc ("GAHI")("GAHI
Shares"). The GAHI Shares are convertible into $1,500,000 Dollars of Common
Stock of GAHI. Accordingly, the Company reflects the GAHI Shares on its
balance sheet at $1,500,000 however, there can be no assurance that the GAHI
Shares, after conversion to Shares of Common Stock of GAHI,
<PAGE>
assuming said conversion was granted, would have or would continue to have a
value equal to or greater than the $1,500,000. Prior to entering into the
agreement with Mr. Montulli, the Company solicited offers from non-affiliates
and Mr. Montulli's offer was the most favorable to the Company.
To provide needed capital to the Company the following officers
and/or directors have made loans to the Company and have received warrants,
that were recently issued, now exercisable to purchase shares of Greenland
Common Stock. Gene Cross, $5,000 loan with warrants to purchase 33,333 shares
of Greenland Common Stock at $.10 and 33,333 shares at $.13; George Godwin,
$5,000 loan with warrants to purchase 33,333 shares of Greenland Common Stock
at $.10 and 33,333 shares at $.13; Lee Swanson, $25,000 loan with warrants to
purchase 166,666 shares of Greenland Common Stock at $.10 and 166,666 shares
at $.13 and Thomas Beener, $15,000 loan with warrants to purchase 100,000
shares at $.10 and 100,000 shares at $.13.
The Company has entered into indemnification agreements with each
of its executive officers and directors providing that the Company will
indemnify its executive officers and directors to the fullest extent
permitted by law.
OTHER MATTERS
The Board of Directors does not know of any matter to be presented at
the Annual Meeting which is not listed on the Notice of Annual Meeting and
discussed above. If other matters should properly come before the meeting
however, the persons names in the accompanying Proxy will vote all Proxies in
accordance with their best judgment.
STOCKHOLDER PROPOSALS FOR 1999 ANNUAL MEETING
Stockholder proposals intended to be presented at the 1999 Annual
Meeting (the meeting to be held following the end of fiscal year 1998) must
be received on or before August 13, 1999 by the Company at its office address
set forth on the first page of this proxy statement, and all the other
conditions of Rule 14a-8 under the Securities Exchange Act of 1934 must be
satisfied, for such proposals to be included in Greenland Corporation's proxy
statement and form of proxy relating to that meeting.
SELECTED HISTORICAL COMBINED FINANCIAL DATA
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1998 1997
- ------------------------------------------------------------------------------------
Audited Audited
<S> <C> <C>
Gross revenues $ 15,683 $ 26,381
Operating earnings (loss) (2,695,138) (1,888,768)
Other income (loss) 627,025 (225,728)
Net earnings (loss) (3,322,163) (1,663,040)
Loss per common share (0.46) (0.08)
------------ -------------
Shares outstanding (weighted average) 7,202,050 20,270,173
At Year End
Current assets 99,250 153,114
Properties, net of depreciation 24,600 -0-
Other assets 6,213,392 4,256,204
------------ -------------
Total assets 6,337,242 4,409,318
------------ -------------
------------ -------------
Current liabilities 556,672 213,010
Long-term debt -0- 600,000
-------------
Total liabilities 556,672 813,010
------------ -------------
Common stock, $.001 par value 12,708 27,097
Paid-in capital 12,652,183 7,131,369
Retained deficit (6,884,321) (3,562,158)
------------ -------------
Shareholders' equity 5,780,570 3,596,308
------------ -------------
Common shares outstanding at 12/31 12,708,331 27,032,787
</TABLE>
<PAGE>
The Company's Form 10-KSB for the fiscal year ended December 31, 1998
was filed with the Securities and Exchange Commission in April 14, 1999.
Additional information is available to beneficial owners of Common Stock of
the Company on the record date for the Annual Meeting of Shareholders.
A copy of the Company's Form 10-KSB will be furnished without charge
upon receipt of a written request identifying the person so requesting a
report as a shareholder of the Company at such date. Requests should be
directed to the Director of Shareholder relations.
ALL SHAREHOLDERS ARE URGED TO COMPLETE, SIGN, AND RETURN THE
ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE.
BY ORDER OF THE BOARD OF DIRECTORS
Thomas J. Beener
Secretary
<PAGE>
GREENLAND CORPORATION
1999 STOCK OPTION PLAN
1. PURPOSE. This Stock Option Plan (the "Plan") is intended to
serve as an incentive to, and to encourage stock ownership by, certain
eligible participants rendering services to Greenland Corporation, a Nevada
corporation (the "Corporation") and certain affiliates as set forth below, so
that they may acquire or increase their proprietary interest in the
Corporation.
2. ADMINISTRATION.
2.1 COMMITTEE. The Plan shall be administered by the Board
of Directors of the Corporation (the "Board of Directors") or a committee of
a minimum of two or more members appointed by the Board of Directors (the
"Committee"). The composition of the Committee shall satisfy such
requirements as the Securities and Exchange Commission may establish for
administrators acting under plans intended to qualify for exemption under
Rule 16b-3 or its successor under the Securities and Exchange Act of 1933.
The Committee shall select one of its members as Chairman and shall appoint a
Secretary, who need not be a member of the Committee. The Committee shall
hold meetings at such times and places as it may determine and minutes of
such meetings shall be recorded. Acts by a majority of the Committee in a
meeting at which a quorum is present and acts approved in writing by a
majority of the members of the Committee shall be valid acts of the
Committee. No member of the Committee shall vote on any matter concerning
his or her own participation in the Plan.
2.2 TERM. If the Board of Directors selects a Committee,
the members of the Committee shall serve on the Committee for the period of
time determined by the Board of Directors and shall be subject to removal by
the Board of Directors at any time. The Board of Directors may terminate the
function of the Committee at any time and resume all powers and authority
previously delegated to the Committee.
2.3 AUTHORITY. The Committee shall have sole discretion and
authority to grant options under the Plan to eligible participants rendering
services to the Corporation or any "parent" or "subsidiary" of the
Corporation ("Parent or Subsidiary"), as defined in Section 424 of the
Internal Revenue Code of 1986, as amended (the "Code"), at such times, under
such terms and in such amounts as it may decide. Subject to the express
provisions of the Plan, the Committee shall have complete authority to
interpret the Plan, to prescribe, amend and rescind the rules and regulations
relating to the Plan, to determine the details and provisions of any Stock
Option Agreement (as defined below), to accelerate any options granted under
the Plan and to make all other determinations necessary or advisable for the
administration of the Plan.
2.4 TYPE OF OPTION. The Committee shall have full authority
and discretion to determine, and shall specify in the Stock Option Agreements
(as defined below), whether the eligible individual will be granted options
intended to qualify as incentive options under Section 422 of the Code
("Incentive Options") or options which are not intended to qualify under
Section 422 of the Code ("Non-Qualified Options"); provided, however, that
Incentive Options shall
<PAGE>
only be granted to employees of the Corporation, or a Parent or Subsidiary
thereof, and shall be subject to the special limitations set forth herein
attributable to Incentive Options.
2.5 INTERPRETATION. The interpretation and construction by
the Committee of any provisions of the Plan or of any option granted under
the Plan shall be final and binding on all parties having an interest in this
Plan or any option granted hereunder. No member of the Board or Directors or
the Committee shall be liable for any action or determination made in good
faith with respect to the Plan or any option granted under the Plan.
3. ELIGIBILITY.
3.1 GENERAL. All directors, officers, employees of and
certain persons rendering services to the Corporation, or any Parent or
Subsidiary, relative to the Corporation's, or any Parent's or Subsidiaries',
management, operation or development shall be eligible to receive options
under the Plan. The selection of recipients of options shall be within the
sole and absolute discretion of the Committee. No person shall be granted an
option under this Plan unless such person has executed the grant
representation letter set forth on Exhibit "A," as such Exhibit may be
amended by the Committee from time to time and no person shall be granted an
Incentive Option under this Plan unless such person is an employee of the
Corporation, or a Parent or Subsidiary, on the date of grant.
3.2 TERMINATION OF ELIGIBILITY.
3.2.1 If an optionee ceases to be employed by the
Corporation, or its Parent or Subsidiary, is no longer an officer or member
of the Board of Directors of the Corporation or no longer performs services
for the Corporation, or its Parent or Subsidiary for any reason (other than
for "cause," as hereinafter defined, or such optionee's death), any option
granted hereunder to such optionee shall expire on the 90th day after the
occurrence giving rise to such termination of eligibility (or 1 year in the
event an optionee is "disabled," as defined in Section 22(e)(3) of the Code)
or upon the date it expires by its terms, whichever is earlier. Any option
that has not vested in the optionee as of the date of such termination shall
immediately expire and shall be null and void. The Committee shall, in its
sole and absolute discretion, decide whether an authorized leave of absence
or absence for military or governmental service, or absence for any other
reason, shall constitute termination of eligibility for purposes of this
Section.
3.2.2 If an optionee ceases to be employed by the
Corporation, or its Parent or Subsidiary, is no longer an officer or member
of the Board of Directors of the Corporation, or no longer performs services
for the Corporation, or its Parent or Subsidiary and such termination is as a
result of "cause," as hereinafter defined, then all options granted hereunder
to such optionee shall expire on the date of the occurrence giving rise to
such termination of eligibility or upon the date it expires by its terms,
whichever is earlier, and such optionee shall have no rights with respect to
any unexercised options. For purposes of this Plan, "cause" shall mean an
optionee's personal dishonesty, misconduct, breach of fiduciary duty,
incompetence, intentional failure to perform stated obligations, willful
violation of any law, rule,
<PAGE>
regulation or final cease and desist order, or any material breach of any
provision of this Plan, any Stock Option Agreement or any employment
agreement.
3.3 DEATH OF OPTIONEE AND TRANSFER OF OPTION. In the event
an optionee shall die, an option may be exercised (subject to the condition
that no option shall be exercisable after its expiration and only to the
extent that the optionee's right to exercise such option had accrued at the
time of the optionee's death) at any time within one year after the
optionee's death by the executors or administrators of the optionee or by any
person or persons who shall have acquired the option directly from the
optionee by bequest or inheritance. Any option that has not vested in the
optionee as of the date of death or termination of employment, whichever is
earlier, shall immediately expire and shall be null and void. No option
shall be transferable by the optionee other than by will or the laws of
interstate succession.
3.4 LIMITATION ON OPTIONS. No person shall be granted any
Incentive Option to the extent that the aggregate fair market value of the
Stock (as defined below) to which such options are exercisable for the first
time by the optionee during any calendar year (under all plans of the
Corporation as determined under Section 422(d) of the Code) exceeds $100,000.
4. IDENTIFICATION OF STOCK. The Stock, as defined herein, subject
to the options shall be shares of the Corporation's authorized but unissued
or acquired or reacquired common stock (the "Stock"). The aggregate number
of shares subject to outstanding options shall not exceed Eight Million
(8,000,000) shares of Stock (subject to adjustment as provided in Section 6).
If any option granted hereunder shall expire or terminate for any reason
without having been exercised in full, the unpurchased shares subject thereto
shall again be available for purposes of this Plan.
5. TERMS AND CONDITIONS OF OPTIONS. Any option granted pursuant
to the Plan shall be evidenced by an agreement ("Stock Option Agreement") in
such form as the Committee shall from time to time determine, which agreement
shall comply with and be subject to the following terms and conditions:
5.1 NUMBER OF SHARES. Each option shall state the number of
shares of Stock to which it pertains.
5.2 OPTION EXERCISE PRICE. Each option shall state the
option exercise price, which shall be determined by the Committee; provided,
however, that (i) the exercise price of any Incentive Option shall not be
less than the fair market value of the Stock, as determined by the Committee,
on the date of grant of such option, (ii) the exercise price of any Incentive
Option granted to an employee who owns more than 10% of the total combined
voting power of all classes of the Corporation's stock, as determined for
purposes of Section 422 of the Code, shall not be less than 110% of the fair
market value of the Stock, as determined by the Committee, on the date of
grant of such option, and (iii) the exercise price of any Non-Qualified
Option shall not be less than the price as determined by the Committee on the
date of grant of such option.
5.3 TERM OF OPTION. The term of an option granted hereunder
shall be determined by the Committee at the time of grant, but shall not
exceed ten years from the date of
<PAGE>
the grant. The term of any Incentive Option granted to an employee who owns
more than 10% of the total combined voting power of all classes of the
Corporation's stock, as determined for purposes of Section 422 of the Code,
shall in no event exceed five years from the date of grant. All options
shall be subject to early termination as set forth in this Plan. In no event
shall any option be exercisable after the expiration of its term.
5.4 METHOD OF EXERCISE. An option shall be exercised by
written notice to the Corporation by the optionee (or successor in the event
of death) and execution by the optionee of a Notice of Exercise in the form
set forth on Exhibit "B," as such Exhibit may be amended by the Committee
from time to time. Such written notice shall state the number of shares with
respect to which the option is being exercised and designate a time, during
normal business hours of the Corporation, for the delivery thereof ("Exercise
Date"), which time shall be at least 5 days after the giving of such notice
unless an earlier date shall have been mutually agreed. After the time
specified in the written notice the Corporation shall deliver to the optionee
at the principal office of the Corporation, or such other appropriate place
as may be determined by the Committee, a certificate or certificates for such
shares. Until the Stock is issued (as evidenced by the appropriate entry on
the books of the Corporation or a duly authorized transfer agent for the
Corporation), no right to vote or receive dividends or any other rights as a
shareholder shall exist with respect to the Stock subject to the option,
notwithstanding the exercise of the option. Notwithstanding the foregoing,
the Corporation may postpone delivery of any certificates after notice of
exercise for such reasonable period as may be required to comply with any
applicable listing requirements of any securities exchange. In the event an
option shall be exercisable by any person other than the optionee, the
required notice under this Section shall be accompanied by appropriate proof
of the right of such person to exercise the option.
5.5 MEDIUM AND TIME OF PAYMENT. The option exercise price
shall be payable in full on or before the option Exercise Date in any one of
the following alternative forms:
5.5.1 Full payment in cash or certified bank or
cashier's check;
5.5.2 A Promissory Note (as defined below);
5.5.3 Full payment in shares of Stock or other
securities of the Corporation having a fair market value on the Exercise Date
in the amount equal to the option exercise price;
<PAGE>
5.5.4. Instead of exercising the option by paying the
exercise price in cash, check or other appropriate consideration, the
optionee may elect to exercise the option in whole or in part by receiving
Stock equal to the value (as determined below) of the option, or any part
hereof, upon surrender of the option at the principal office of the
Corporation together with the Notice of Exercise annexed to the Stock Option
Agreement in which event the Corporation shall issue the optionee a number of
shares of Stock computed using the following formula:
X=Y(A-B)
-----
A
Where X = the number of shares of Stock to be issued to the holder;
Y = the number of shares of Stock underlying the option to be
exercised;
A = the current fair market value on one share of Stock; and
B = the exercise price of the option.
5.5.5 All or any part of the exercise price may be paid
by delivery on a form prescribed by the Corporation, of an irrevocable
direction to pledge all or part of the Stock being purchased under the Plan
to a securities broker or lender approved by the Corporation, as security for
a loan, and to deliver all or part of the loan proceeds to the Corporation.
5.5.6 A combination of the consideration set forth in
Sections 5.5.1, 5.5.2, 5.5.3, 5.5.4 and 5.5.5 equal to the option exercise
price; or
5.5.7 Any other method of payment complying with the
provisions of Section 422 of the Code with respect to Incentive Options,
provided the terms of payment are established by the Committee at the time of
grant, and any other method of payment established by the Committee with
respect to Non-Qualified Options.
5.6 FAIR MARKET VALUE. The fair market value of a share of
Stock or other security of the Corporation on any relevant date shall be
determined in accordance with the following provisions:
5.6.1 If the Stock or other security of the Corporation
at the time is neither listed nor admitted to trading on any stock exchange
nor traded in the over-the-counter market, then the fair market value shall
be determined by the Committee after taking into account such factors as the
Committee shall deem appropriate.
5.6.2 If the Stock or other security of the Corporation
is not at the time listed or admitted to trading on any stock exchange but is
traded in the over-the-counter market, the fair market value shall be the
mean between the highest bid and lowest asked prices (or, if such information
is available, the closing selling price) of one share of Stock or other
security of the Corporation on the date in question in the over-the-counter
market, as such prices are
<PAGE>
reported by the National Association of Securities Dealers through its NASDAQ
system or any successor system. If there are no reported bid and asked
prices (or closing selling price) for the Stock or other security of the
Corporation on the date in question, then the mean between the highest bid
price and lowest asked price (or the closing selling price) on the last
preceding date for which such quotations exist shall be determinative of fair
market value.
5.6.3 If the Stock or other security of the Corporation
is at the time listed or admitted to trading on any stock exchange, then the
fair market value shall be the closing selling price of one share of Stock or
other security of the Corporation on the date in question on the stock
exchange determined by the Committee to be the primary market for the Stock
or other security of the Corporation, as such price is officially quoted in
the composite tape of transactions on such exchange. If there is no reported
sale of Stock or other security of the Corporation on such exchange on the
date in question, then the fair market value shall be the closing selling
price on the exchange on the last preceding date for which such quotation
exists.
5.7 PROMISSORY NOTE. Subject to the requirements of
applicable state or Federal law or margin requirements, payment of all or
part of the purchase price of the Stock may be made by delivery of a full
recourse promissory note ("Promissory Note"). The Promissory Note shall be
executed by the optionee, made payable to the Corporation and bear interest
at such rate as the Committee shall determine, but in no case less than the
minimum rate which will not cause under the Code (i) interest to be inputed,
(ii) original issue discount to exist, or (iii) any other similar results to
occur. Unless otherwise determined by the Committee, interest on the Note
shall be payable in quarterly installments on March 31, June 30, September 30
and December 31 of each year. A Promissory Note shall contain such other
terms and conditions as may be determined by the Committee; provided,
however, that the full principal amount of the Promissory Note and all unpaid
interest accrued thereon shall be due not later than five years from the date
of exercise. The Corporation may obtain from the optionee a security
interest in all shares of Stock issued to the optionee under the Plan for the
purpose of securing payment under the Promissory Note and shall retain
possession of the stock certificates representing such shares in order to
perfect its security interest.
5.8 RIGHTS OF A SHAREHOLDER. An optionee or successor shall
have no rights as a shareholder with respect to any Stock underlying any
option until the date of the issuance to such optionee of a certificate for
such Stock. No adjustment shall be made for dividends (ordinary or
extraordinary, whether in stock, securities or other property) or
distributions or other rights for which the record date is prior to the date
such Stock Certificate is issued, except as provided in Section 6.
5.9 MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS. Subject
to the terms and conditions of the Plan, the Committee may modify, extend or
renew outstanding options granted under the Plan, or accept the surrender of
outstanding options (to the extent not exercised) and authorize the granting
of new options in substitution therefor.
5.10 OTHER PROVISIONS. The Stock Option Agreements shall
contain such other provisions, including without limitation, restrictions or
conditions upon the exercise of options, as the Committee shall deem
advisable.
<PAGE>
5.11 DATES OF EXERCISE AND VESTING. An option granted
hereunder may not be exercised in whole or in part at any time prior to the
time the Plan is approved by the Corporation's share holders in accordance
with Section 14 herein.
6. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.
6.1 SUBDIVISION OR CONSOLIDATION. Subject to any required
action by shareholders of the Corporation, the number of shares of Stock
covered by each outstanding option, and the exercise price thereof, shall be
proportionately adjusted for any increase or decrease in the number of issued
shares of Stock of the Corporation resulting from a subdivision or
consolidation of shares or the payment of a stock dividend (but only on the
Stock) or any other increase or decrease in the number of such shares
effected without receipt of consideration by the Corporation. Any fraction
of a share subject to option that would otherwise result from an adjustment
pursuant to this Section shall be rounded downward to the next full number of
shares without other compensation or consideration to the holder of such
option.
6.2 CAPITAL TRANSACTIONS. Upon a sale or exchange of all or
substantially all of the assets of the Corporation, a merger or consolidation
in which the Corporation is not the surviving corporation, a merger,
reorganization or consolidation in which the Corporation is the surviving
corporation and shareholders of the Corporation exchange their stock for
securities or property, a liquidation of the Corporation or similar
transaction ("Capital Transaction"), this Plan and each option issued under
this Plan, whether vested or unvested, shall terminate, unless such options
are assumed by a successor corporation in a merger or consolidation,
immediately prior to such Capital Transaction; provided, however, that unless
the outstanding options are assumed by a successor corporation in a merger or
consolidation, subject to terms approved by the Committee all optionees will
have the right to exercise all vested options prior to the Capital
Transaction. Notwithstanding the foregoing, in the event there is a merger
or consolidation where the Corporation is not the surviving corporation, all
options granted under this Plan shall vest 30 days prior to such merger or
consolidation unless such options are assumed by the successor corporation in
such merger or consolidation. The Committee may (but shall not be obligated
to) (i) accelerate the vesting of any option or (ii) apply the foregoing
provisions, including but not limited to termination of this Plan and any
options granted pursuant to the Plan, in the event there is a sale of 50% or
more of the stock of the Corporation in any two-year period or a transaction
similar to a Capital Transaction.
6.3 ADJUSTMENTS. To the extent that the foregoing
adjustments relate to stock or securities of the Corporation, such
adjustments shall be made by the Committee, whose determination in that
respect shall be final, binding and conclusive.
6.4 ABILITY TO ADJUST. The grant of an option pursuant to
the Plan shall not affect in any way the right or power of the Corporation to
make adjustments, reclassifications, reorganizations or changes of its
capital or business structure or to merge, consolidate, dissolve, liquidate,
sell or transfer all or any part of its business or assets.
<PAGE>
6.5 LIMITATION ON ADJUSTMENTS. Any adjustment, assumption
or substitution of an Incentive Option shall comply with Section 425 of the
Code, if applicable.
7. NONASSIGNABILITY. Options granted under this Plan may not be
sold, pledged, assigned or transferred in any manner other than by will or by
the laws of interstate succession, and may be exercised during the lifetime
of an optionee only by such optionee, except to the extent permitted by
applicable securities laws and pursuant to applicable provisions of the Code.
Any transfer by the optionee of any option granted under this Plan in
violation of this Section shall void such option and any Stock Option
Agreement entered into by the optionee and the Corporation regarding such
transferred option shall be void and have no further force or effect. No
option shall be pledged or hypothecated in any way, nor shall any option be
subject to execution, attachment or similar process.
8. NO RIGHT OF EMPLOYMENT. Neither the grant nor exercise of any
option nor anything in this Plan shall impose upon the Corporation or any
other corporation any obligation to employ or continue to employ any
optionee. The right of the Corporation and any other corporation to
terminate any employee or consultant shall not be diminished or affected
because an option has been granted to such employee or consultant.
9. TERM OF PLAN. This Plan is effective on the date the Plan is
adopted by the Board of Directors and options may be granted pursuant to the
Plan from time to time within a period of ten (10) years from such date, or
the date of any required shareholder approval required under the Plan, if
earlier. Termination of the Plan shall not affect any option theretofore
granted.
10. AMENDMENT OF THE PLAN. The Board of Directors of the
Corporation may, subject to any required shareholder approval, suspend,
discontinue or terminate the Plan, or revise or amend it in any respect
whatsoever with respect to any shares of Stock at that time not subject to
options.
11. APPLICATION OF FUNDS. The proceeds received by the Corporation
from the sale of Stock pursuant to options may be used for general corporate
purposes.
12. RESERVATION OF SHARES. The Corporation, during the term of
this Plan, shall at all times reserve and keep available such number of
shares of Stock as shall be sufficient to satisfy the requirements of the
Plan.
13. NO OBLIGATION TO EXERCISE OPTION. The granting of an option
shall not impose any obligation upon the optionee to exercise such option.
14. APPROVAL OF BOARD OF DIRECTORS AND SHAREHOLDERS. The Plan
shall not take effect until approved by the Board of Directors of the
Corporation. This Plan shall be approved by a vote of the shareholders within
12 months from the date of approval by the Board of Directors. No option may
be exercisable prior to the time the Plan is approved by the shareholders.
In the event such shareholder vote is not obtained, all options granted
hereunder, whether vested or unvested, shall be treated as non-qualified
options, and no incentive stock options shall be granted after such date.
<PAGE>
15. WITHHOLDING TAXES. Notwithstanding anything else to the
contrary in this Plan or any Stock Option Agreement, the exercise of any
option shall be conditioned upon payment by such optionee in cash, or other
provisions satisfactory to the Committee, including shares of Stock, of all
local, state, federal or other withholding taxes applicable, in the
Committee's judgment, to the exercise or to later disposition of shares
acquired upon exercise of an option.
16. PARACHUTE PAYMENTS. Any outstanding option under the Plan may
not be accelerated to the extent any such acceleration of such option would,
when added to the present value of other payments in the nature of
compensation which becomes due and payable to the optionee would result in
the payment to such optionee of an excess parachute payment under Section
280G of the Code. The existence of any such excess parachute payment shall be
determined in the sole and absolute discretion of the Committee.
17. SECURITIES LAWS COMPLIANCE. Notwithstanding anything contained
herein, the Corporation shall not be obligated to grant any option under this
Plan or to sell, issue or effect any transfer of any Stock unless such grant,
sale, issuance or transfer is at such time effectively (i) registered or
exempt from registration under the Act and (ii) qualified or exempt from
qualification under the California Corporate Securities Law of 1968 and any
other applicable state securities laws. As a condition to exercise of any
option, each optionee shall make such representations as may be deemed
appropriate by counsel to the Corporation for the Corporation to use any
available exemption from registration under the Act or any applicable state
securities law.
18. RESTRICTIVE LEGENDS. The certificates representing the Stock
issued upon exercise of options granted pursuant to this Plan will bear the
following legends giving notice of restrictions on transfer under the Act and
this Plan, as follows:
(a) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED
OR TRANSFERRED IN A TRANSACTION WHICH WAS NOT REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE
UPON AN EXEMPTION AFFORDED BY SUCH ACT. NO SALE OR
TRANSFER OF THESE SHARES SHALL BE VALID, AND THE ISSUER
SHALL NOT BE REQUIRED TO GIVE ANY EFFECT TO ANY SUCH
TRANSACTION UNLESS (A) SUCH TRANSACTION SHALL HAVE BEEN
DULY REGISTERED UNDER THE ACT OR (B) THE ISSUER SHALL HAVE
FIRST RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO IT
THAT SUCH REGISTRATION IS NOT REQUIRED.
(b) SALE, TRANSFER, HYPOTHECATION OR ENCUMBRANCE OF THE SHARES
REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY THE
PROVISIONS OF A STOCK OPTION AGREEMENT DATED
______________________AND A STOCK OPTION PLAN DATED
______________, 1999, A COPY OF WHICH
<PAGE>
MAY BE INSPECTED AT THE CORPORATION'S PRINCIPAL OFFICE.
(c) Any other legends required by applicable state securities
laws as determined by the Committee.
19. NOTICES. Any notice to be given under the terms of the Plan
shall be addressed to the Corporation in care of its Secretary at its
principal office, and any notice to be given to an optionee shall be
addressed to such optionee at the address maintained by the Corporation for
such person or at such other address as the optionee may specify in writing
to the Corporation.
20. INFORMATION. The Corporation shall provide all optionees
financial statements at least annually.
As adopted by the Board of Directors as of ___________, 1999.
Greenland Corporation,
a Nevada corporation
By:
Title:
<PAGE>
GREENLAND
corporation
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS ON AUGUST 20,1999
The undersigned hereby appoint Louis T. Montulli, Lee Swanson, Thomas J.
Beener, Gene Cross, George Godwin and William Randell Coleman and each and
any of them, as true and lawful agents and proxies with full power of
substitution in each, to represent the undersigned in all matters coming
before the Annual Meeting of Shareholders of Greenland Corporation to be held
at the office of the Company, 1935 Avenida Del Oro, Suite D, Oceanside,
California 92056 at 10:00 AM Pacific Time, on Friday, August 20, 1999, and
any adjournments thereof, and to vote as follows:
1. ELECTION OF DIRECTORS
NOMINEES: LOUIS T. MONTULLI, LEE SWANSON, THOMAS J. BEENER, GENE
CROSS, GEORGE GODWIN AND WILLIAM RANDELL COLEMAN.
______ VOTE FOR all nominees listed above.
______ VOTE WITHELD from all nominees listed above.
2. 1999 STOCK OPTION PLAN
FOR: ____ AGAINST: ____ ABSTAIN:____
3. ELECTION OF LEVITZ, ZACKS & CICERIC as the Company's independent
auditors for fiscal 1999.
FOR: ____ AGAINST: ____ ABSTAIN: ____
4. OTHER MATTERS
In their discretion, to vote with respect to any other matters that may
come before the Meeting or any adjournment thereof, including matters
incident to its conduct.
FOR: ____ AGAINST: ____ ABSTAIN: ____
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER SPECIFIED
ABOVE BY THE SHAREHOLDER. TO THE EXTENT CONTRARY SPECIFICATIONS ARE NOT
GIVEN, THIS PROXY WILL BE VOTED FOR THE NOMINEES LISTED IN ITEMS 1 AND 3.
PROXY NUMBER NUMBER OF SHARES
------------------------------------- --------------------------------
PLEASE SIGN EXACTLY AS NAME
APPEARS BELOW
--------------------------------
DATED
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Signature
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Signature
Joint Owners should each sign. Attorneys-in-fact, administrators, custodians,
partners, or corporation officers should give full title.
PLEASE DATE, SIGN, AND RETURN IN THE ENCLOSED ENVELOPE PROMPLY.
