U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For year ended December 31, 1996 Commission File No. 33-30476-D
RENEGADE VENTURE CORPORATION
(Exact name of registrant as specified in its charter)
COLORADO 84-1108499
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
90 Madison Street, Suite 707
Denver, Colorado 80206 (303) 355-3000
(Address of Principal's Executive Offices) (Registrant's Telephone No.
incl. area code)
Securities registered pursuant to
Section 12(b) of the Act: NONE
Securities registered pursuant to
Section 12(g) of the Act: Common stock, $.0001 par value
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for at least the past 90 days.
Yes No X
Indicate by check mark if no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is contained in this form, and no disclosure will
be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB.
Yes X No
The registrant's revenues for its most recent fiscal year were $-0-.
The aggregate market value of the 186,468 shares of common stock of the
registrant held by non-affiliates on December 31, 1996 was not determinable.
At February 28, 1997, a total of 320,000 shares of common stock were
outstanding.
PART I
Item 1. Description of Business.
Background
Renegade Venture Corporation, a Colorado corporation
("Company"), is in the development stage in accordance with
Financial Accounting Standards Board Standard No. 7. The
Company has not been operational, other than occasionally
searching for a business or venture to acquire, as described
below, or had revenues other than interest income since its
inception. On May 4, 1990, the Company completed a small public
offering of its securities made pursuant to a registration
statement of Form S-18, selling 5,000,000 of 7,500,000 units
offered, at the price of $.02 per unit. In this offering the
Company realized net proceeds of $61,476 on gross proceeds of
$100,000 raised in the offering. Each unit sold consisted of
TWO shares of common stock of the Company, $.0001 par value, and
ONE Class A Common Stock Purchase Warrant, exercisable until
December 7, 1991, at a price of $.02 to purchase one share of
common stock and one Class B Common Stock Purchase Warrant. All
of the Class A and Class B warrants expired without having been
exercised.
Business of the Company
The Company's sole business at this point is to seek to acquire
assets of or an interest in a small to medium-size company or
venture actively engaged in a business generating revenues or
having immediate prospects of generating revenues. The Company
plans to acquire such assets or shares by exchanging therefor
the Company's securities. In order to avoid becoming subject to
regulation under the Investment Company Act of 1940, as amended,
the Company does not intend to enter into any transaction
involving the purchase of another corporation's stock unless the
Company can acquire at least a majority interest in that
corporation. The Company has not identified any industry,
segment within an industry or type of business, nor geographic
area, in which it will concentrate its efforts, and any assets
or interest acquired may be in any industry or location,
anywhere in the world. The Company will give preference to
profitable companies or ventures with a significant asset base
sufficient to support a listing on a national securities
exchange or quotation on the NASDAQ system. Members of
management (all of whom are devoting part time to the Company's
affairs) plan to search for an operating business or venture
which the Company can acquire, thereby becoming an operating
company. There is no assurance that the Company will be
successful in this endeavor. The Company has no operations or
source of revenues. Unless the Company succeeds in acquiring a
company or properties which provide cash flow, the Company's
ability to survive is in doubt.
The Company hopes to make an acquisition as soon as possible;
but there is no assurance that any acquisition will be made or
made on terms ultimately favorable to the Company. No agreement
or arrangement exists for any acquisition.
Employees
The Company has no employees other than its officers and no
full-time employees. Its officers expect to devote as much of
their time as they deem necessary to find and acquire assets or
interests in one or more other businesses.
Item 2. Description of Property.
The Company neither owns nor leases any real estate or other
properties. The Company's offices are located in the offices of
Brasher and Company, counsel to the Company, and are provided at
no charge. This arrangement will continue until the Company
determines to relocate its offices. The Company does not intend
to acquire any properties or additional offices, and Management
does not anticipate that the Company will rent office space
unless and until it has acquired a business opportunity, in
which case the Company's offices likely will be the same as
those of the business opportunity acquired.
Item 3. Legal Proceedings.
The Company is not involved in any threatened or pending legal
proceeding.
Item 4. Submission of Matters to a Vote of Security Holders.
On July 22, 1996, the Company's shareholders approved at an
annual meeting an amendment to the Company's certificate of
incorporation which effected a 1-for-100 reverse split
(combination) of the Company's Common Stock and, in conjunction
with such combination, an increase in the number of authorized
shares and eliminate the $.0001 per share par value of the
common shares, changing them to shares without par value. As a
result of the reverse split, the 32,000,000 common shares of
the Company, $.0001 par value, issued and outstanding prior to
the reverse split were changed into 320,000 common shares
without par value. No preferred shares are issued or
outstanding. Following the reverse split and amendment to the
articles of incorporation, the Company's articles of
incorporation authorize the issuance of 50,000,000 shares of
common stock without par value and 15,000,000 preferred shares
without par value.
At the Company's annual meeting of shareholders, the following
persons (all of whom were nominated by the Board of Directors)
were elected to the Board of Directors: Randy Sasaki, John
Shaffer and Thomas Liston. In addition, the following proposals
were approved at the annual meeting:
Votes
Votes FOR AGAINST Abstentions
--------- ------- -----------
1. Proposal to combine common
shares and increase authorized
common shares. 18,140,625 -0- -0-
2. Proposal to increase authorized
preferred shares and
eliminate par value of the
preferred shares. 18,140,625 -0- -0-
3. Proposal to approve the 1994
Compensatory Stock Option Plan 18,140,625 -0- -0-
4. Proposal to approve the 1994
Employee Stock Compensation
Plan. 18,140,625 -0- -0-
5. Election of directors
Mr. Randy Sasaki 18,140,625 -0- -0-
Mr. John Shaffer 18,140,625 -0- -0-
Mr. Thomas Liston 18,140,625 -0- -0-
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters.
Market Information
During the fiscal year ended December 31, 1996, the Common
Shares were quoted without price (name only) under symbol "RDVN"
on the OTC (over-the-counter) Electronic Bulletin Board operated
by the National Association of Securities Dealers, Inc., but few
transactions have taken place, and there is no market for the
Common Shares at this time. There is no assurance that an active
market will arise in the Common Shares in the future, and it is
unlikely that there will be any significant market activity
unless and until the Company completes an acquisition.
Holders
The Company had approximately 28 shareholders of record as of
December 31, 1996, which number may not include shareholders
whose shares are held in street or nominee names.
Dividends
The Company does not expect to pay a cash dividend upon its
capital stock in the foreseeable future. Payment of dividends in
the future will depend on the Company's earnings (if any) and
its cash requirements at that time.
Item 6. Management's Discussion and Analysis or Plan of Operation.
Background
The Company was organized for the purpose of creating a
corporate vehicle to seek, investigate and, if such
investigation warrants, acquire an interest in business
opportunities presented to it by persons or firms who or which
desire to employ the Company's funds in their business or to
seek the perceived advantages of a publicly-held corporation.
The Company will not restrict its search to any specific
business, industry or geographical location, and the Company may
participate in a business venture of virtually any kind or
nature.
Liquidity
As of December 31, 1996, the Company had accumulated a deficit
(net loss) of $37,055. The Company had assets of approximately
$27,528 in cash. Management is actively seeking to make one or
more acquisitions of privately held companies, properties or
interests as described above, but has not yet entered into any
understanding, agreement or arrangement with any person
respecting such an acquisition. Whether the Company ultimately
becomes a going concern depends upon its success in finding and
acquiring a suitable private business and the success of that
acquired business. The Company has no long-term liabilities and
only modest short-term liabilities discussed below. Assets and
cash available to the Company from its Management and
shareholders may not be sufficient for the Company to carry out
its business plan. Problems relating to capital resources are
more fully discussed in the paragraph below.
Results of Operations
During the year ended December 31, 1996, the Company incurred a
net loss of $5,753 as compared to a net loss of $4,065 for the
year ended December 31, 1995. Expenses in calendar 1996 related
primarily to miscellaneous filing fees and accounting fees.
During 1995 expenses related primarily to legal and accounting
fees.
Capital Resources
The Company has no commitment for any capital expenditure and
foresees none. However, the Company will incur routine fees and
expenses incident to its reporting duties as a public company,
and it will incur fees and expenses in the event it makes or
attempts to make an acquisition. As a practical matter, the
Company expects no significant operating costs other than
professional fees payable to attorneys and accountants. In
regard to a proposed acquisition, the Company intends to require
the target company to deposit with the Company a retainer which
the Company can use to defray such professional fees and costs.
In this way, the Company could avoid the need to raise funds for
such expenses or becoming indebted to such professionals.
Moreover, investigation of business ventures for potential
acquisition will involve some costs, including travel, lodging,
postage and long-distance telephone charges. Management hopes,
once a candidate business venture is deemed to be appealing, to
likewise secure a deposit from the business venture to defray
expenses of further investigation, such as air travel and
lodging expenses. An otherwise desirable business venture may,
however, decline to post such a deposit. In this event, such
expenses can only be covered if affiliates of the Company loan
or contribute the necessary capital to the Company (which is not
assured) or if the Company is otherwise able to raise funds from
third parties.
The Company has no current intention of making a public
offering of its securities but will investigate the feasibility
of raising capital in one or more private transactions, if
needed. The Company cannot assess the likelihood of raising any
such capital or of obtaining loans. No source of funding or
capital has been identified, and the Company has no credit or
means to obtain a loan.
Item 7. Financial Statements.
See index to financial statements at page 8. The financial
statements begin following that index. No supplementary
financial data is required.
Item 8. Changes in and Disagreements with Accountants or Accounting and
Financial Disclosure.
None.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
Identification of Current Directors and Executive Officers
The persons who have served as directors and executive officers
of the Company since April 13, 1994, their ages and positions
held in the Company, are listed below. Each director will serve
until the next annual meeting of shareholders, or until their
respective successors have been elected and duly qualified.
Directors serve one-year terms. Officers hold office at the
pleasure of the Board of Directors, absent any employment
agreement, of which none currently exist or are contemplated.
There are no family relationships between any director or
executive officer.
Name Age Position
---- --- --------
Randy J. Sasaki 39 Director and Chairman of the Board,
President, Chief Executive Officer,
Chief Financial Officer
John Shaffer 57 Vice President, Director
Thomas M. Liston 43 Secretary, Treasurer, Director
Biographical Information
The following is a brief account of the business experience
during at least the past five years of each person who is a
director and executive officer at the time of filing this
report, indicating the principal occupation and employment
during that period, and the name and principal business of the
organization in which such occupation and employment were
carried out. None of such persons has ever devoted full time or
any significant time to the Company's business. These persons
have agreed to devote only such time to the Company's business
as seems reasonable and necessary from time to time.
Randy J. Sasaki. Mr. Sasaki currently is the owner and
director of Pacific Consulting Group, Inc., a Nevada corporation
headquartered in Newport Beach, California, which provides
business consulting services. Formerly, he was engaged as a
private consultant by JDK & Associates, Inc., a public relations
firm based in Newport Beach, California since mid-1993. From
January 1992 to mid-1993, Mr. Sasaki attended Metropolitan State
University in Denver, where he was working toward a masters
degree in finance. Since 1990 he has been an owner and director
of Ceiling Systems BV, a Netherlands company established to
market and sublicense patented technology and equipment
associated with the renovation of commercial buildings, and from
1989 to 1992, he served as manager of Ceiling Systems, Inc., a
corporation headquartered in Denver which developed patented
technology used in the renovation of commercial building
ceilings. From 1988 to 1989, Mr. Sasaki was sales manager and a
minority owner of Manhattan Corporation, a Denver-based company
engaged in the business of switching mutual funds, primarily
managing retirement plans of United Airlines pilots. In 1985,
while working part-time at Continental Airlines as a customer
service representative, Mr. Sasaki began trading futures on the
New York Futures Exchange for his own account. He and an
associate were ranked 12th in the United States during the 1986
U.S. Trading Championship sponsored by and reported Investor's
Daily on January 6, 1986, also reported in Barron's and Stocks &
Commodities. Mr. Sasaki holds a B.S. degree in Aeronautical
Engineering from Metropolitan State College in Denver, Colorado.
Mr. Sasaki also was a director and chairman, president, chief
executive officer and chief financial officer of another
corporation with a business plan that was virtually identical to
that of the Company: Cashbuilder, Inc., a Colorado corporation
headquartered in Denver. Cashbuilder, Inc. was acquired in a
private transaction in December 1995, at which time Mr. Sasaki
resigned as an officer and director.
John Shaffer. Mr. Shaffer is currently and has been since 1994
a realtor associate with Combined Realty Services in Phoenix,
Arizona. From January 1992 through the end of 1993, Mr. Shaffer
was a realtor associate with NuWay Realty in Phoenix. In 1991
and 1992, he was associated as a registered representative with
Desert Mountain Securities in Phoenix. Mr. Shaffer is a
director and Vice President of Cashbuilder, Inc., described
above. Mr. Shaffer studied business administration at Kent
State University from 1960 to 1963 but did not graduate. Mr.
Shaffer is and has been since March 10, 1994, a director and the
Vice President and Secretary of CCN, a privately held Nevada
corporation.
Thomas M. Liston. In November 1994, Mr. Liston and others
formed Visions Incorporated, a Denver company of which he is
Vice President, which engages in the development, manufacture
and marketing of new products for the law enforcement and
securities industry. In 1992 and 1993, Mr. Liston was
associated with Business Appraisal Associates in Denver,
Colorado, as a real estate appraiser and financial consultant.
In 1990 and 1992, Mr. Liston was a part-time salesman for
Ceiling Systems, Inc. in Denver and acted as an independent
financial consultant. Mr. Liston is a Colorado Registered
Appraiser (Real Estate) and, though currently inactive, holds
securities licenses as a registered representative and
registered principal. From 1988 to 1990, Mr. Liston was manager
and an owner of Inter-Cap Investments, Inc., a securities
brokerage firm in Aurora, Colorado. Mr. Liston also was a
director, secretary and treasurer of Cashbuilder, Inc.,
described above. Mr. Liston graduated in 1976 from Southwest
Missouri State University (Springfield, Missouri) with a B.S.
degree in Business Management.
Significant Employees
None, other than officers of the Company listed above.
Item 10 Executive Compensation.
Cash Compensation
For the year ended December 31, 1996, no executive officer
received cash compensation other than perhaps reimbursement of
out-of-pocket expenses incurred on behalf of the Company. Any
such amounts were nominal.
Compensation Pursuant to Plans
No compensation was paid to executive officers pursuant to any
plan during the year just ended, and the Company has no
agreement or understanding, express or implied, with any officer
or director concerning employment or cash compensation for
services.
Employee Stock Compensation Plan. The Company has adopted the
1994 Employee Stock Compensation Plan for employees, officers,
directors of the Company and advisors to the Company (the "ESC
Plan"). The Company has reserved a maximum of 1,000,000 Common
Shares, after giving effect of the 1-for-100 reverse split, to
be issued upon the grant of awards under the ESC Plan. Employees
will recognize taxable income upon the grant of Common Stock
equal to the fair market value of the Common Stock on the date
of the grant and the Company will recognize a compensating
deduction at such time. The ESC Plan will be administered by the
Board of Directors. No Common Stock has been awarded under the
ESC Plan.
Compensatory Stock Option Plan. The Company has adopted the
Compensatory Stock Option Plan for officers, employees,
directors and advisors (the "CSO Plan"). The Company has
reserved a maximum of 2,000,000 Common Shares, after giving
effect of the 1-for-100 reverse split, to be issued upon the
exercise of options granted under the CSO Plan. The CSO Plan
will not qualify as an "incentive stock option" plan under
Section 422A of the Internal Revenue Code of 1986, as amended.
Options will be granted under the CSO Plan at exercise prices to
be determined by the Board of Directors or other CSO Plan
administrator. With respect to options granted pursuant to the
CSO Plan, optionees will not recognize taxable income upon the
grant of options granted at or in excess of fair market value.
The Company will be entitled to a compensating deduction (which
it must expense) in an amount equal to any taxable income
realized by an optionee as a result of exercising the option.
The CSO Plan will be administered by the Board of Directors or a
committee of directors. No options have been granted under the
CSO Plan.
Other Compensation.
None.
Compensation of Directors.
None.
Item 11 Security Ownership of Certain Beneficial Owners and Management.
(a)(b) Security Ownership. The following table sets forth as
of December 31, 1996, the names of persons who own of record, or
were known by the Company to own beneficially, more than five
percent of its total issued and outstanding common stock and the
beneficial ownership of all such stock as of that date by
officers and directors of the Company and all such officers and
directors as a group. Except as otherwise noted, each person
listed below is the sole beneficial owner of the shares and has
sole investment and voting power as such shares. No person
listed below has any option, warrant or other right to acquire
additional securities of the Company, except as may be otherwise
noted.
Name and Address Amount & Nature Percent
of Beneficial of Beneficial of
Title of Class Owner Ownership Class
- -------------- ------------------ ------------------- --------
Common Stock, Corporate Communications
$.0001 par value Network, Inc. 133,531 41.7%
3334 E. Pacific Coast Hwy.
Corona Del Mar, CA 92625
Same *Randy J. Sasaki 0 0
3334 E. Pacific Coast Hwy.
Corona Del Mar, CA 92625
Same *John Shaffer 0 0
801 W. Michelle
Phoenix, AZ 85023
Same *Tom Liston 0 0
2604-A South Xanadu Way
Aurora, CO 80014
*All officers and directors
as a group (3 persons) 0 0
Item 12 Certain Relationships and Related Transactions.
There were no transactions, or series of transactions, for the
year ended December 31, 1996, nor are there any currently
proposed transactions, or series of transactions, to which the
Company is a party, in which the amount exceeds $60,000, and in
which to the knowledge of the Company any director, executive
officer, nominee, five percent or greater shareholder, or any
member of the immediate family of any of the foregoing persons,
have or will have any direct or indirect material interest.
PART IV
Item 13 Exhibits and Reports on Form 8-K.
(a) Exhibits. The following exhibits are filed with this
report, except those indicated as having previously been filed
with the Securities and Exchange Commission and are incorporated
by reference to another report, registration statement or form.
As to any shareholder of record requesting a copy of this
report, the Company will furnish any exhibit indicated in the
list below as filed with report upon payment to the Company of
its expenses in furnishing the information. References to the
"Company" mean Renegade Venture Corporation.
3.1 Articles of Incorporation of the Company (incorporated by
reference from Exhibit 3.1 to registration statement on
Form S-18, file No. 33-30476 dated August 11, 1989). ...... *
3.2 Bylaws of the Company, (incorporated by reference from
Exhibit 3.2 to registration statement on form S-18, file
No. 33-30476 dated August 11, 1989)........................ *
3.5 Amendment to Articles of Incorporation, (incorporated by
reference from Exhibit 3.5 to Form 8-K dated August 16,
1996)...................................................... *
4.1 Specimen common stock certificate, (incorporated by
reference from Exhibit 4.1 to registration statement of
Form S-18, file No. 33-30476 dated August 11, 1989)........ *
10.1 1994 Compensatory Stock Option Plan........................ 1
10.2 1994 Employee Stock Compensation Plan...................... 1
* - Incorporated by reference to another registration
statement, report or document.
1 - Includes Exhibits filed as part of this Report.
(b) Reports on Form 8-K. None were filed by the Company
during the fourth quarter ended December 31, 1996.
(c) Financial statements and supplementary data.
Index to Financial Statements
Independent Auditor's Report.................................. F-1
Balance Sheet as of December 31, 1996......................... F-2
Statement of Operations for years ended December 31,
1996 and 1995 and from Inception (February 13, 1989) through
December 31, 1996............................................. F-3
Statement of Changes in Stockholders' Equity from Inception
(February 13, 1989) through December 31, 1996................. F-4
Statement of Cash Flows for years ended December 31, 1996
and 1995 and from Inception (February 13, 1989) through
December 31, 1996............................................. F-5
Summary of Significant Accounting Policies.................... F-6
Notes to Financial Statements................................. F-6
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
To the Board of Directors Renegade Venture Corporation Denver,
Colorado
I have audited the accompanying balance sheet of Renegade
Venture Corporation (a development stage company) as of December
31, 1996, and the related statements of operations, changes in
stockholders' equity and cash flows for each of the years ended
December 31, 1996 and 1995, and the related cumulative amounts
for the period from inception (February 13, 1989) to December
31, 1996. These financial statements are the responsibility of
the Company's management. My responsibility is to express an
opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted
auditing standards. Those standards require that I plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. I believe that my
audit of the financial statements provides a reasonable basis
for my opinion.
In my opinion, the financial statements referred to above
present fairly the financial position of Renegade Venture
Corporation as of December 31, 1996 and the results of its
operations, c hanges in stockholders' equity and cash flows for
each of the years ended December 31, 1996 and 1995, and the
related cumulative amounts for the period from inception
(February 13, 1989) to December 31, 1996 in conformity with
generally accepted accounting principles.
Brian J. Wilcomb, CPA, P.C. February 19, 1997
Louisville, Colorado
F-1
RENEGADE VENTURE CORPORATION
(a development stage company)
BALANCE SHEET
DECEMBER 31, 1996
ASSETS
------
CURRENT ASSETS:
Cash held by trustee $27,528
-------
TOTAL ASSETS $27,528
=======
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES
Accounts payable $1,458
STOCKHOLDER'S EQUITY:
Common stock (note 3), no par value,
3,000,000 shares authorized, 320,000
shares issued and outstanding 63,125
Deficit accumulated during development stage (37,055)
-------
Stockholders' Equity 26,070
-------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $27,528
=======
The accompanying notes are an integral part of this financial statement.
F-2
RENEGADE VENTURE CORPORATION
(a development stage company)
STATEMENT OF OPERATIONS
Year Ended Period From Inception
December 31, (February 13, 1989)
1996 1995 to December 31, 1996
---- ---- --------------------
REVENUE $0 $0 $0
------- ------- -------
EXPENSES:
Legal and accounting 2,480 2,720 22,790
Stock transfer and
promotion 2,140 1,020 17,181
Office and postage 1,133 325 3,378
Amortization - - 1,760
------- ------- -------
Total expenses 5,753 4,065 45,109
------- ------- -------
Loss from operations (5,753) (4,065) (45,109)
------- ------- -------
OTHER INCOME (EXPENSE):
Interest income - - 8,054
------- ------- -------
NET LOSS INCURRED DURING
DEVELOPMENT STAGE ($5,754) ($4,065) ($37,055)
======= ======= =======
NET LOSS PER SHARE (note 3) $ .02 $ .01 $ .13
======= ======= =======
WEIGHTED AVERAGE SHARES
OUTSTANDING (note 3) 320,000 320,000 294,463
======= ======= =======
DIVIDENDS DECLARED PER
SHARE - - -
======= ======= =======
The accompanying notes are an integral part of this financial statement.
F-3
RENEGADE VENTURE CORPORATION
(a development stage company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
PERIOD FROM INCEPTION
(FEBRUARY 13, 1989)
TO DECEMBER 31, 1996
Deficit
Accumulated
Common stock (note 3) During
No. of Shs Paid-in Development
(000's) Dollars Capital Stage Total
------- ------- ------- ----- -----
Issuance of common
stock, net of
issuance cost s 32,000 $3,200 $59,925 $63,125
Loss for the period
from inception
(February 13, 1989)
to December 31, 1994 ($27,237) (27,237)
------- ------- ------- ------- ------
Balance
December 31, 1994 32,000 3,200 59,925 (27,237) (35,888)
Loss for the period
ended December 31,
1995 (4,065) (4,065)
------- ------- ------- -------- ------
Balance
December 31, 1995 32,000 3,200 59,925 (31,302) (31,823)
Reverse stock-split
August 9, 1996 (31,680)
Eliminate par value
August 9, 1996 59,925 (59,925)
Loss for the period
ended December 31,
1996 (5,753) (5,753)
------- ------- ------- -------- ------
Balance
December 31, 1996 320 $63,125 $0 ($37,055) $26,070
====== ======= ======= ======== =======
The accompanying notes are an integral part of this financial statement.
F-4
RENEGADE VENTURE CORPORATION
(a development stage company)
STATEMENT OF CASH FLOWS
Year Ended Period From Inception
December 31, (February 13, 1989)
1996 1995 to December 31, 1996
---- ---- --------------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Loss ($5,753) ($4,065) ($37,055)
Adjustments to reconcile net
loss to net cash used by
operating activities:
Amortization - - 1,760
Increase (decrease) in
accounts payable 1,073 (485) 1,458
------- ------- ------
Net cash used by operating
activities (4,680) (4,550) (33,837)
------- ------- -------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Net proceeds from issuance
of common stock 63,125
------- ------- ------
Net cash provided by
financing activities 0 0 63,125
------- ------- -------
CASH FLOWS FROM INVESTING
ACTIVITIES
Organization costs incurred 0 0 (1,760)
------- ------- -------
Net cash used by
investing activities 0 0 (1,760)
------- ------- -------
NET INCREASE (DECREASE)
IN CASH (4,680) (4,550) 27,528
CASH AND CASH EQUIVALENTS
BEGINNING OF PERIOD 32,208 36,758 0
------- ------- ------
CASH AND CASH EQUIVALENTS
END OF PERIOD $27,528 $32,208 $27,528
======= ======= =======
The accompanying notes are an integral part of this financial statement.
F-5
RENEGADE VENTURE CORPORATION
(a development stage company)
Notes To Financial Statements
December 31, 1996
1. Summary of Significant Accounting Policies
Renegade Venture Corporation (the "Company") was incorporated on
February 13, 1989. The Company was formed as a Blank Check
Company to obtain funding from a public offering in order to
provide a vehicle to acquire or engage in business opportunities
that management believes have potential for profitability.
Through December 31, 1996 the Company had been seeking a viable
prospective opportunity and had not engaged in any other
activities.
The financial statements of the Company have been prepared on
the accrual basis. Following is a summary of significant
accounting policies.
Development stage - The Company is in the development stage, as
defined in the Statement of Financial Accounting Standards No.
7, as revenues have not yet been generated from planned
operations.
The Company intends to continue its efforts to find a suitable
merger candidate in accordance with its original operating plan.
Cash and cash equivalents - Cash held by trustee, certificates
of deposit and checking accounts are considered cash and cash
equivalents for purposes of the statement of cash flows.
Organization costs - Certain costs incurred to set up the
Company were capitalized and amortized over five years. These
costs are fully amortized.
Income taxes - The Company accounts for income taxes under
Statement of Financial Accounting Standards No. 109 ("FASB No.
109"). Temporary differences are differences between the tax
basis of assets and liabilities and their reported amounts in
the financial statements that will result in taxable or
deductible amounts in future years. The Company's temporary
difference consists of net operating loss carryforwards.
2. Related Party Transactions
Through April 9, 1994 the Company maintained its office at the
office of the former president of the Company. No rent was ever
paid by the Company to this former president.
Bookkeeping and office management duties were performed by the
spouse of the former president of the Company. Fees of $90 to
$125 per month were paid from 1991 through March, 1994 for these
services.
F-6
3. Common Stock Transactions
During 1989, the Company completed a public offering. The
Company sold 5,000,000 units consisting of 2 shares of $.0001
par value common stock and one Class A common stock purchase
warrant at $.02 per unit. The Class A warrants entitled the
holder to purchase one share of common stock at $.02 per share,
and receive one Class B warrant which entitled the holder to
purchase one share of common stock at $.04 per share. In
addition, the underwriter was issued warrants which entitled
them to purchase 500,000 of the public offering units discussed
above with an exercise price of $.024 per unit for a flat fee of
$50. A total of $100,050 was raised in this initial public
offering, less $37,425 in offering costs.
Prior to the initial public offering, 22,000,000 common shares
were issued to the founder and other insiders for their efforts
in setting up the Company.
During 1989, an additional 7,500,000 Class A warrants were
issued to non-affiliated individuals for $500.
All warrants discussed above, including the Class A and B and
Underwriter warrants, have since expired unexercised.
No additional shares have been issued since this initial public
offering described above.
On April 9, 1994, the majority shareholder and founder of the
Company sold 90% of his interest to an unaffiliated group. At
that time, the former officers and directors resigned and
control of the company shifted to the new majority shareholders.
Effective August 9, 1996 the Company's articles of incorporation
were amended, making several changes affecting common stock. A
reverse-stock split was approved, whereby 100 shares of the
original common stock were replaced with one share of common
stock. This action reduced the number of outstanding common
shares from 3,200,000 to 320,000. The par value of the common
stock was changed from $.0001 to no par value. What has been
reported as "Additional paid-in capital" which totalled $59,925
has been reclassified as common stock on the accompanying
balance sheet.
The number of authorized common shares was increased from
32,000,000 to 50,000,000. Finally, the number of authorized
preferred shares was changed to 15,000,000 and the original par
value of $.10 was changed to no par value. No preferred shares
have ever been issued by the Company.
During 1996, the Company approved the 1994 Compensatory Stock
Option Plan. The plan provides for options to purchase up to
2,000,000 shares of common stock, after the reverse-stock split
discussed above. The options give the right to purchase common
stock at "fair market value" as determined by the Board of
Directors at the date of issuance for a period of up to five
years.
F-7
3. Common Stock Transactions (cont.)
During 1996, the Company also approved the 1994 Employee Stock
Compensation Plan. This plan allows for up to 1,000,000 shares
of common stock, after the reverse-stock split discussed above,
to be issued to key employees, officers, directors and certain
other persons affiliated with the Company as compensation.
As of December 31, 1996, no stock options under the 1994
Compensatory Stock Option plan, nor have any common shares of
stock under the Employee Stock Compensatory Plan been issued.
4. Income Taxes
Effective January 1, 1993, the Company adopted FASB No. 109,
"Accounting For Income Taxes". Under the provisions of FASB No.
109, the Company elected not to restate prior years and
determined that the cumulative effect of this accounting change
was immaterial. Additionally, adopting this change did not have
a material effect on the operating results for the year ended
December 31, 1993.
The difference between the tax basis of assets and liabilities
gives rise to a net deferred tax asset of approximately $7,000
consisting of the tax effects of net operating loss
carryforwards. As of December 31, 1996, a valuation allowance
equal to the net deferred tax asset recognized has been
recorded, as it was determined that the deferred tax asset may
never be realized.
At December 31, 1996, the Company has a net operating loss
carryforward of approximately $36,000 which expires between the
years ended December 31, 2005 and 2012.
F-8
Renegade Venture Corporation
1994
COMPENSATORY STOCK OPTION PLAN
1. Purpose of this Plan.
This Compensatory Stock Option Plan (the "Plan") is intended as
an employment incentive, to aid in attracting and retaining in
the employ or service of RENEGADE VENTURE CORPORATION (the
"Company"), a Colorado corporation, and any Affiliated
Corporation, persons of experience and ability and whose
services are considered valuable, to encourage the sense of
proprietorship in such persons, and to stimulate the active
interest of such persons in the development and success of the
Company. This Plan provides for the issuance of non-statutory
stock options ("CSOs" or "options") which are not intended to
qualify as "incentive stock options" within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code").
2. Administration of this Plan.
The Company's Board of Directors ("Board") may appoint and
maintain as administrator of this Plan the Compensation
Committee (the "Committee") of the Board which shall consist of
at least three members of the Board. Until such time as the
Committee is duly constituted, the Board itself shall have and
fulfill the duties herein allocated to the Committee. The
Committee shall have full power and authority to designate Plan
participants, to determine the provisions and terms of
respective CSOs (which need not be identical as to number of
shares covered by any CSO, the method of exercise as related to
exercise in whole or in installments, or otherwise), including
the CSO price, and to interpret the provisions and supervise the
administration of this Plan. The Committee may in its discretion
provide that certain CSOs not vest (that is, become exercisable)
until expiration of a certain period after issuance or until
other conditions are satisfied, so long as not contrary to this
Plan.
A majority of the members of the Committee shall consititue a
quorum. All decisions and selections made by the Committee
pursuant to this Plan's provisions shall be made by a majority
of its members. Any decision reduced to writing and signed by
all of the members shall be fully effective as if it had been
made by a majority at a meeting duly held. The Committee shall
select one of its members as its chairman and shall hold its
meetings at such times and places as it deems advisable. If at
any time the Board shall consist of seven or more members, then
the Board may amend this Plan to provide that the Committee
shall consist only of Board members who shall not have been
eligible to participate in this Plan (or similar stock or stock
option plan) of the Company or its affiliates at any time within
one year prior to appointment to the Committee.
Shareholder approval of this Plan shall not be required. But in
the event shareholder approval of this Plan is to be sought,
then all CSOs granted under this Plan will be subject to, and
may not be exercised before, the approval of this Plan by the
holders of a majority of the Company's outstanding shares; and
if such approval is to be sought and is not obtained, all CSOs
previously granted shall be void. Each CSO shall be evidenced by
a written agreement containing terms and conditions established
by the Committee consistent with the provisions of this Plan.
3. Designation of Participants.
The persons eligible for participation in this Plan as
recipients of CSOs shall include full-time and part-time
employees (as determined by the Board or Committee) and officers
of the Company or of an Affiliated Corporation. In addition,
directors (including advisory or other special directors) of the
Company or any Affiliated Corporation who are not employees of
the Company or an Affiliated Corporation and any attorney,
consultant or other adviser to the Company or any Affiliated
Corporation shall be eligible to participate in this Plan. For
all purposes of this Plan, any director who is not also a common
law employee and is granted an option under this Plan shall be
considered an "employee" until the effective date of the
director's resignation or removal from the Board of Directors,
including removal due to death or disability. The Committee
shall have full power to designate, from among eligible
individuals, the persons to whom CSOs may be granted. A person
who has been granted a CSO hereunder may be granted an
additional CSO or CSOs, if the Committee shall so determine.
The granting of a CSO shall not be construed as a contract of
employment or as entitling the recipient thereof to any rights
of continued employment. Persons eligible under this Plan
additionally may be granted one or more options under any other
compensation or stock option plan or awarded shares under any
other compensatory plan of the Company. The term "employees"
includes consultants and advisers to and agents of the Company,
whether engaged on a regular or ad-hoc basis.
4. Stock Reserved for this Plan.
Subject to adjustment as provided in Paragraph 9 below, a total
of 75,000,000 shares of Common Stock, $.0001 par value
("Stock"), of the Company shall be subject to this Plan. The
Stock subject to this Plan shall consist of unissued shares or
previously issued shares reacquired and held by the Company or
any Affiliated Corporation, and such amount of shares shall be
and is hereby reserved for sale for such purpose. Any of such
shares which may remain unsold and which are not subject to
outstanding CSOs at the termination of this Plan shall cease to
be reserved for the purpose of this Plan, but until termination
of this Plan the Company shall at all times reserve a sufficient
number of shares to meet the requirements of this Plan. Should
any CSO expire or be cancelled prior to its exercise in full,
the unexercised shares theretofore subject to such CSO may again
be subjected to a CSO under this Plan.
5. Option Exercise Price.
The purchase price of each share of Stock placed under CSO
shall be as determined by the Board or Committee with reference
to factors such as current fair market value of the Stock, net
book value per share, regular or other remuneration, perquisites
and emoluments already being received by the optionee and such
other factors as the Committee shall deem necessary or
advisable. For purposes of computing "fair market value"
hereunder, the fair market value of a share on a particular date
shall be as determined by the Committee. Any cash proceeds from
the sale of Stock are to be added to the general funds of the
Company.
6. Exercise Period; Vesting.
(a) The CSO exercise period shall be a term of not more than
five (5) years from the date of granting of each CSO and shall
automatically terminate:
(i) Upon termination of the optionee's employment with the
Company for cause (defined as termination for reasons other than
layoff due to lack of work, injury, illness, disability, or due
to economic reasons unrelated to the optionee's job performance,
or for a reason stated in subparagraph 6(b) below);
(ii) At the expiration of twelve (12) months from the date of
termination of the optionee's employment with the Company for
any reason other than death, without cause; provided, that if
the optionee dies within such nine-month period, subclause (iii)
below shall apply; or
(iii) At the expiration of fifteen (15) months after the date
of death of the optionee.
(b) "Employment with the Company" as used in this Plan shall
include employment with (or in the case of a consultant, adviser
or agent, engagement by) any Affiliated Corporation in any such
capacity, even if employment or engagement in another capacity
ceases, and CSOs granted under this Plan shall not be affected
by an employee's transfer of employment among the Company and
any Parent or Subsidiary thereof. An optionee's employment with
the Company shall not be deemed interrupted or terminated by a
bona fide leave of absence (such as sabbatical leave or
employment by the Government) duly approved, military leave or
sick leave.
(c) The Board or Committee may determine at the time of grant
that a CSO granted hereunder shall not vest immediately but over
a specified time, in specified amounts per time period, or
subject to other restrictions or limitations. Unless otherwise
set forth in the granting resolution, a CSO shall vest
immediately upon grant. If employment with the Company ceases
before a CSO vests, then vesting shall never take place, and
unvested CSOs shall then be lost forever.
7. Exercise of Options.
(a) The Committee, in granting CSOs, shall have discretion to
determine the terms upon which CSOs shall be exercisable,
subject to applicable provisions of this Plan. Once available
for purchase, unpurchased shares of Stock shall remain subject
to purchase until the CSO expires or terminates in accordance
with Paragraph 6 above. Unless otherwise provided in the CSO, a
CSO may be exercised in whole or in part, one or more times, but
no CSO may be exercised for a fractional share of Stock.
Fractions shall be rounded up or down, as appropriate.
(b) CSOs may be exercised solely by the optionee or a permitted
transferee during his lifetime or by a spouse or former spouse
pursuant to a qualified domestic relations order, or after his
death (with respect to the number of shares which the optionee
could have purchased at the time of death) by the person or
persons entitled thereto under the decedent's will or the laws
of descent and distribution.
(c) The purchase price of the shares of Stock as to which a CSO
is exercised shall be paid in full at the time of exercise and
no shares of Stock shall be issued until full payment is made
therefor. Payment shall be made either (i) in cash, represented
by bank or cashier's check, certified check or money order; (ii)
by delivering shares of the Company's Common Stock which have
been beneficially owned by the optionee, the optionee's spouse,
or both of them for a period of at least six (6) months prior to
the time of exercise (the "Delivered Stock"), in a number equal
to the number of shares of Stock being purchased upon exercise
of the CSO; or (iii) a combination of cash and shares of the
Company; (iv) by delivery of shares of corporate stock which are
freely tradeable without restriction and which are part of a
class of securities which has been listed for trading on the
NASDAQ system or a national securities exchange, with an
aggregate fair market value equal to or greater than the
exercise price of the shares of Stock being purchased under the
CSO, or a combination of cash, Delivered Stock or other
corporate shares; or (v) by advising the Company, at the time
the Option is exercised, to withhold from exercise under the
Option the appropriate number of Option Shares, the aggregate
market value of which on the date of exercise of the Option is
equal to the aggregate cash purchase price of the Option Shares
being exercised and purchased under the Option, and such
withholding shall constitute full payment for the non-withheld
Option Shares issued upon exercise; and shares thus withheld by
the Company shall thereafter constitute treasury shares of the
Company. A CSO shall be deemed exercised when written notice
thereof, accompanied by the appropriate payment in full (or by
withholding instructions), is received by the Company. No holder
of a CSO shall be, or have any of the rights and privileges of,
a shareholder of the Company in respect of any shares of Stock
purchasable upon exercise of a CSO unless and until certificates
representing such shares shall have been issued by the Company
to him, her or it.
8. Assignability.
No CSO shall be assignable or otherwise transferable except by
will or the laws of descent and distribution pursuant to a
qualified domestic relations order (as defined in Rule 16b-3 of
the Securities and Exchange Commission, or any successor rule),
or pursuant to Title I of the Employee Retirement Income
Security Act of 1974, as amended (ERISA), or rules thereunder.
No CSO shall be pledged or hypothecated in any manner, whether
by operation of law or otherwise, nor be subject to execution,
attachment or similar process.
9. Reorganizations and Recapitalizations of the Company.
(a) The existence of this Plan and CSOs granted hereunder shall
not affect in any way the right or power of the Company or its
shareholders to make or authorize any and all adjustments,
recapitalizations, reorganizations or other changes in the
Company's capital structure or its business, or any merger or
consolidation of the Company, or any issue of bonds, debentures,
preferred or prior preference stocks ahead of or affecting the
Company's Common Stock or the rights thereof, or the dissolution
or liquidation of the Company, or any sale, exchange or transfer
of all or any part of its assets or business, or any other
corporate act or proceeding, whether of a similar character or
otherwise.
(b) The shares of Stock with respect to which CSOs may be
granted hereunder are shares of the Common Stock of the Company
as currently constituted. If, and whenever, prior to delivery by
the Company of all of the shares of the Stock which are subject
to CSOs granted hereunder, the Company shall effect a
subdivision or consolidation of shares or other capital
readjustment, the payment of a Stock dividend, a stock split,
combination of shares (reverse stock split) or recapitalization
or other increase or reduction of the number of shares of the
Common Stock outstanding without receiving compensation therefor
in money, services or property, then the number of shares of
Stock available under this Plan and the number of shares of
Stock with respect to which CSOs granted hereunder may
thereafter be exercised shall (i) in the event of an increase in
the number of outstanding shares, be proportionately increased,
and the cash consideration payable per share shall be
proportionately reduced; and (ii) in the event of a reduction in
the number of outstanding shares, be proportionately reduced,
and the cash consideration payable per share shall be
proportionately increased.
(c) If the Company is reorganized, merged, consolidated or party
to a plan of exchange with another corporation pursuant to which
shareholders of the Company receive any shares of stock or other
securities, there shall be substituted for the shares of Stock
subject to the unexercised portions of outstanding CSOs an
appropriate number of shares of each class of stock or other
securities which were distributed to the shareholders of the
Company in respect of such shares of Stock in the case of a
reorganization, merger, consolidation or plan of exchange;
provided, however, that all such CSOs may be cancelled by the
Company as of the effective date of a reorganization, merger,
consolidation, plan of exchange, or any dissolution or
liquidation of the Company, by giving notice to each optionee or
his personal representative of its intention to do so and by
permitting the purchase of all the shares subject to such
outstanding CSOs for a period of not less than thirty (30) days
during the sixty (60) days next preceding such effective date.
(d) Except as expressly provided above, the Company's issuance
of shares of Stock of any class, or securities convertible into
shares of Stock of any class, for cash or property, or for labor
or services, either upon direct sale or upon the exercise of
rights or warrants to subscribe therefor, or upon conversion of
shares or obligations of the Company convertible into or
exchangeable for shares of Stock or other securities, shall not
affect, and no adjustment by reason thereof shall be made with
respect to, the number of shares of Stock subject to CSOs
granted hereunder or the purchase price of such shares.
10. Purchase for Investment.
Unless the shares of Stock covered by this Plan have been
registered under the Securities Act of 1933, as amended, each
person exercising a CSO under this Plan may be required by the
Company to give a representation in writing that he is acquiring
such shares for his own account for investment and not with a
view to, or for sale in connection with, the distribution of any
part thereof.
11. Effective Date and Expiration of this Plan.
This Plan shall be effective as of April 15, 1994, the date of
its adoption by the Board, and no CSO shall be granted pursuant
to this Plan after its expiration. This Plan shall expire on
April 15, 2004 except as to CSOs then outstanding, which shall
remain in effect until they have expired or been exercised.
12. Amendments or Termination.
The Board may amend, alter or discontinue this Plan at any time
in such respects as it shall deem advisable in order to conform
to any change in any other applicable law, or in order to comply
with the provisions of any rule or regulation of the Securities
and Exchange Commission required to exempt this Plan or any CSOs
granted thereunder from the operation of Section 16(b) of the
Securities Exchange Act of 1934, as amended ("Exchange Act"), or
in any other respect not inconsistent with Section 16(b) of the
Exchange Act; provided, that no amendment or alteration shall be
made which would impair the rights of any participant under any
CSO theretofore granted, without his consent (unless made solely
to conform such CSO to, and necessary because of, changes in the
foregoing laws, rules or regulations), and except that no
amendment or alteration shall be made without the approval of
shareholders which would:
(a) Increase the total number of shares reserved for the
purposes of this Plan (except as provided in Paragraph 9), or
change the classes of persons eligible to participate in this
Plan as provided in Paragraph 3; or
(b) Extend the CSO period provided for in Paragraph 6; or
(c) Extend the expiration date of this Plan as set forth in
Paragraph 11.
13. Government Regulations.
This Plan, and the granting and exercise of CSOs hereunder, and
the obligation of the Company to sell and deliver shares of
Stock under such CSOs, shall be subject to all applicable laws,
rules and regulations, and to such approvals by any governmental
agencies or national securities exchanges as may be required.
14. Liability.
No member of the Board of Directors or the Committee, nor any
officers, employees or agents of the Company or any Affiliated
Corporation shall be personally liable for any action, omission
or determination made in good faith in connection with this Plan.
15. Affiliated Corporations.
The term "Affiliated Corporation" used herein shall mean any
Parent or Subsidiary. The term "Parent" used herein shall mean
any corporation owning 50 percent or more of the total combined
voting stock of all classes of the Company or of another
corporation qualifying as a Parent within this definition. The
term "Subsidiary" used herein shall mean any corporation more
than 50 percent of whose total combined voting stock of all
classes is held by the Company or by another corporation
qualifying as a Subsidiary within this definition. References
herein to the "Committee" shall refer instead to the Board at
any time when no Committee has been appointed or is serving.
16. Options in Substitution for Other Options.
The Committee may, in its sole discretion, at any time during
the term of this Plan, grant new options to an employee under
this Plan or any other stock option plan of the Company on the
condition that such employee shall surrender for cancellation
one or more outstanding options which represent the right to
purchase (after giving effect to any previous partial exercise
thereof) a number of shares, in relation to the number of shares
to be covered by the new conditional grant hereunder, determined
by the Committee. If the Committee shall have so determined to
grant such new options on such a conditional basis ("New
Conditional Options"), no such New Conditional Option shall
become exercisable in the absence of such employee's consent to
the condition and surrender and cancellation as appropriate.
New Conditional Options shall be treated in all respects under
this Plan as newly granted options. Options may be granted
under this Plan from time to time in substitution for similar
rights held by employees of other corporations who are about to
become employees of the Company or an Affiliated Corporation as
a result of a merger or consolidation of the employing
corporation with the Company or an Affiliated Corporation, or
the acquisition by the Company or an Affiliated Corporation of
the assets of the employing corporation, or the acquisition by
the Company or an Affiliated Corporation of stock of the
employing corporation as the result of which it becomes an
Affiliated Corporation.
17. Withholding Taxes.
Pursuant to applicable federal and state laws, the Company may
be required to collect withholding taxes upon the exercise of a
CSO. The Company may require, as a condition to the exercise of
a CSO, that the optionee concurrently pay to the Company the
entire amount or a portion of any taxes which the Company is
required to withhold by reason of such exercise, in such amount
as the Committee or the Company in its discretion may determine.
In lieu of part or all of any such payment, the optionee may
elect to have the Company withhold from the shares to be issued
upon exercise of the option that number of shares having a Fair
Market Value equal to the amount which the Company is required
to withhold.
RENEGADE VENTURE CORPORATION
(SEAL) ATTEST: By...........................
Randy J. Sasaki, President
By.........................................
Elisabeth M. Crosse, Assistant Secretary
CERTIFICATION OF PLAN ADOPTION
I, the undersigned Secretary or assistant secretary of this
Corporation, hereby certify that the foregoing 1994 Compensatory
Stock Option Plan of this corporation was duly approved by the
requisite number of holders of the issued and outstanding common
stock of this corporation as of the date below.
Date of Approval: _______________, 1994
X..........................................
(SEAL)
1994 EMPLOYEE STOCK COMPENSATION PLAN
RENEGADE VENTURE CORPORATION
1. Purpose of the Plan.
This Employee Stock Compensation Plan is intended to further
the growth and advance the best interests of RENEGADE VENTURE
CORPORATION, a Colorado corporation (the "Company"), and
Affiliated Corporations, by supporting and increasing the
Company's ability to attract, retain and compensate persons of
experience and ability and whose services are considered
valuable, to encourage the sense of proprietorship in such
persons, and to stimulate the active interest of such persons in
the development and success of the Company and Affiliate
Corporations. This Plan provides for stock compensation through
the award of the Company's Common Stock.
2. Definitions.
Whenever used in this Plan, except where the context might
clearly indicate otherwise, the following terms shall have the
meanings set forth in this section:
a. "Act" means the U.S. Securities Act of 1933, as amended.
b. "Affiliated Corporation" means any Parent or Subsidiary.
c. "Award" or "grant" means any grant of Common Stock made
under this Plan.
d. "Board of Directors" means the Board of Directors of the
Company.
e. "Code" means the Internal Revenue Code of 1986, as amended.
f. "Common Stock" or "Common Shares" means the common stock,
$.0001 par value per share, of the Company, or in the event that
the outstanding Common Shares are hereafter changed into or
exchanged for different shares of securities of the Company,
such other shares or securities.
g. "Date of Grant" means the day the Board of Directors
authorizes the grant of Common Stock or such later date as may
be specified by the Board of Directors as the date a particular
award will become effective.
h. "Employee" means any person or entity that renders bona fide
services to the Company, including, without limitation, (i) a
person employed by the Company or an Affiliated Corporation;
(ii) an officer or director (including advisory or other
directors) of the Company or an Affiliated Corporation; (iii) a
person or company engaged by the Company or an Affiliated
Corporation as a consultant, advisor or agent; (iv) a lawyer,
law firm, accountant or accounting firm, or other professional
or professional firm engaged by the Company or an Affiliated
Corporation; or (v) any other person defined as an "employee"
herein or in Rule 405 of Regulation C of the Securities and
Exchange Commission.
i. "Parent" means any corporation owning 50% or more of the
total combined voting stock of all classes of the Company or of
another corporation qualifying as a Parent within this
definition.
j. "Participant" means an Employee to whom an Award of Plan
Shares has been made.
k. "Plan Shares" means shares of Common Stock from time to time
subject to this Plan.
l. "Subsidiary" means a corporation more than 50% of whose
total combined capital stock of all classes is held by the
Company or by another corporation qualifying as a Subsidiary
within this definition.
3. Effective Date of the Plan.
The effective date of this Plan is April 15, 1994. No Plan
Shares may be issued after April 15, 2004.
4. Administration of the Plan.
The Board of Directors will be responsible for the
administration of this Plan, and will award Common Shares under
this Plan. Subject to the express provisions of this Plan, the
Board of Directors shall have full authority and sole and
absolute discretion to interpret this Plan, to prescribe, amend
and rescind rules and regulations relating to it, and to make
all other determinations which it believes to be necessary or
advisable in administering this Plan. The determination of
those eligible to receive an award of Plan Shares shall rest in
the sole discretion of the Board of Directors, subject to the
provisions of this Plan. Awards of Plan Shares may be made as
compensation for services rendered, directly or in lieu of other
compensation payable, or as a bonus in recognition of past
service or performance. The Board of Directors may correct any
defect, supply any omission or reconcile any inconsistency in
this Plan in such manner and to such extent it shall deem
necessary to carry it into effect. Any decision made, or action
taken, by the Board of Directors arising out of or in connection
with the interpretation and administration of this Plan shall be
final and conclusive. The Board of Directors may appoint a
compensation committee from among the members of the full Board
of Directors to administer this Plan instead of the full board;
in which event, references herein to the "Board of Directors"
shall also refer to and include such committee as the Plan
administrators. 5. Stock Subject to the Plan.
The maximum number of Plan Shares which may be awarded under
this Plan is 25,000,000 shares.
6. Persons Eligible to Receive Awards.
Awards may be granted only to Employees (as herein defined).
7. Grants or Awards of Plan Shares.
Except as otherwise provided herein, the Board of Directors
shall have complete discretion to determine when and to which
Employees Plan Shares are to be granted, and the number of Plan
Shares to be awarded to each Employee. No grant will be made if,
in the judgment of the Board of Directors, such a grant would
constitute a public distribution with the meaning of the Act or
the rules and regulations promulgated thereunder.
8. Delivery of Stock Certificates.
As promptly as practicable after authorizing an award of Plan
Shares, the Company shall deliver to the person who is the
recipient of the award, a certificate or certificates registered
in that person's name, representing the number of Plan Shares
that were granted. Unless the Plan Shares have been registered
under the Act, each certificate evidencing Plan Shares shall
bear a legend to indicate that such shares represented by the
certificate were issued in a transaction which was not
registered under the Act, and may only be sold or transferred in
a transaction that is registered under the Act or is exempt from
the registration requirements of the Act. In the absence of
registration under the Act, any person awarded Plan Shares may
be required to execute and deliver to the Company an investment
letter, satisfactory in form and substance to the Company, prior
to issuance and delivery of the shares.
9. Assignability.
An award of Plan Shares may not be assigned. Plan Shares
themselves may be assigned only after such shares have been
awarded, issued and delivered, and only in accordance with law
and any transfer restrictions imposed at the time of award.
10. Employment not Conferred.
Nothing in this Plan or in the award of Plan Shares shall
confer upon any Employee the right to continue in the employ of
the Company or Affiliated Corporation nor shall it interfere
with or restrict in any way the lawful rights of the Company or
any Affiliated Corporation to discharge any Employee at any time
for any reason whatsoever, with or without cause. 11. Laws and
Regulations.
The obligation of the Company to issue and deliver Plan Shares
following an award under this Plan shall be subject to the
condition that the Company be satisfied that the sale and
delivery thereof will not violate the Act or any other
applicable laws, rules or regulations.
12. Withholding of Taxes.
If subject to withholding tax, the Company or any Affiliated
Corporation may require that the Employee concurrently pay to
the Company the entire amount or a portion of any taxes which
the Company or Affiliated Corporation is required to withhold by
reason of granting Plan Shares, in such amount as the Company or
Affiliated Corporation in its discretion may determine. In lieu
of part or all of any such payment, the Employee may elect to
have the Company or Affiliated Corporation withhold from the
Plan Shares issued hereunder a sufficient number of shares to
satisfy withholding obligations. If the Company or Affiliated
Corporation becomes required to pay withholding taxes to any
federal, state or other taxing authority as a result of the
granting of Plan Shares, and the Employee fails to provide the
Company or Affiliated Corporation with the funds with which to
pay that withholding tax, the Company or Affiliated Corporation
may withhold up to 50% of each payment of salary or bonus to the
Employee (which will be in addition to any required or permitted
withholding), until the Company or Affiliated Corporation has
been reimbursed for the entire withholding tax it was required
to pay in respect of the award of Plan Shares.
13. Reservation of Shares.
The stock subject to this Plan shall, at all times, consist of
authorized but unissued Common Shares, or previously issued
shares of Common Stock reacquired or held by the Company or an
Affiliated Corporation equal to the maximum number of shares the
Company may be required to issue as stated in Section 5 of this
Plan, and such number of Common Shares hereby is reserved for
such purpose. The Board of Directors may decrease the number of
shares subject to this Plan, but not increase such number,
except as a consequence of a stock split or other reorganization
or recapitalization affecting all Common Shares.
14. Amendment and Termination of the Plan.
The Board of Directors may suspend or terminate this Plan at
any time or from time to time, but no such action shall
adversely affect the rights of a person granted an Award under
this Plan prior to that date. Otherwise, this Plan shall
terminate on the earlier of the terminal date stated in Section
3 of this Plan or the date when all Plan Shares have been
issued. The Board of Directors shall have absolute discretion
to amend this Plan, subject only to those limitations expressly
set forth herein.
15. Delivery of Plan.
A copy or synopsis or description of this Plan shall be
delivered to every person to whom an award of Plan Shares is
made. The Secretary of the Company may, but is not required to,
also deliver a copy of the resolution or resolutions of the
Board of Directors or committee authorizing the award.
16. Liability.
No member of the Board of Directors, any committee of
directors, or officers, employees or agents of the Company or
any Affiliated Corporation shall be personally liable for any
action, omission or determination made in good faith in
connection with this Plan.
17. Miscellaneous Provisions.
The place of administration of this Plan shall be in the State
of Colorado, and the validity, construction, interpretation and
effect of this Plan and of its rules, regulations and rights
relating to it, shall be determined solely in accordance with
the laws of such state. Without amending this Plan, the Board of
Directors may issue Plan Shares to employees of the Company who
are foreign nationals or employed outside the United States, or
both, on such terms and conditions different from those
specified in this Plan but consistent with the purpose of this
Plan, as it deems necessary and desirable to create equitable
opportunities given differences in tax laws in other countries.
All expenses of administering this Plan and issuing Plan Shares
shall be borne by the Company. 18. Reorganizations and
Recapitalizations of the Company.
(a) The shares of Common Stock subject to this Plan are shares
of the Common Stock of the Company as currently constituted. If,
and whenever, the Company shall effect a subdivision or
consolidation of shares or other capital readjustment, the
payment of a Common Stock dividend, a stock split, combination
of shares (reverse stock split) or recapitalization or other
increase or reduction of the number of shares of the Common
Common Stock outstanding without receiving compensation therefor
in money, services or property, then the number of shares of
Common Stock subject to this Plan shall (i) in the event of an
increase in the number of outstanding shares, be proportionately
increased; and (ii) in the event of a reduction in the number of
outstanding shares, be proportionately reduced.
(b) Except as expressly provided above, the Company's issuance
of shares of Common Stock of any class, or securities
convertible into shares of Common Stock of any class, for cash
or property, or for labor or services, either upon direct sale
or upon the exercise of rights or warrants to subscribe
therefor, or upon conversion of shares or obligations of the
Company convertible into or exchangeable for shares of Common
Stock or other securities, shall not affect, and no adjustment
by reason thereof shall be made with respect to, the number of
shares of Common Stock subject to this Plan.
By signature below, the undersigned officers of the Company
hereby certify that the foregoing is a true and correct copy of
the 1994 Employee Stock Compensation Plan of the Company.
DATED: April 18, 1994
RENEGADE VENTURE CORPORATION
By............................
Randy J. Sasaki, President
ATTEST:
By...........................................
Elisabeth M. Crosse, Assistant Secretary
(SEAL)
SIGNATURES
In accordance with section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant caused this Report on Form
10-KSB to be signed on its behalf by the undersigned, thereto
duly authorized individual.
Date: April 8, 1997
RENEGADE VENTURE CORPORATION
/s/ Randy J. Sasaki
By..........................................
Randy J. Sasaki, CEO, CFO, President
In accordance with the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates
indicated.
Name Title Date
/s/ Randy J. Sasaki
............................... CEO, CFO, President, Director April 8, 1997
Randy J. Sasaki
/s/ Thomas Liston
............................... Vice President, Director April 15, 1997
Thomas Liston
............................... Secretary, Treasurer, Director
John Shaffer
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THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM
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