SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NETCURRENTS, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 95-4233050
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
5757 WILSHIRE BOULEVARD, PENTHOUSE ONE 90036
LOS ANGELES, CALIFORNIA (Zip Code)
(Address of Principal Executive Offices)
NETCURRENTS, INC. 1998 STOCK INCENTIVE PLAN
(Full Title of The Plan)
IRWIN MEYER
5757 WILSHIRE BOULEVARD, PENTHOUSE ONE
LOS ANGELES, CALIFORNIA 90036
(Name and Address of Agent For Service)
(310)860-0200
(Telephone Number, Including Area Code, of Agent For Service)
Copies of communications to:
LINDA GIUNTA MICHAELSON, ESQ.
TROOP STEUBER PASICH REDDICK & TOBEY, LLP
2029 CENTURY PARK EAST, 24TH FLOOR
LOS ANGELES, CALIFORNIA 90067
(310) 728-3000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------- ----------------- ------------------------- ------------------------ ----------------
Title Of Securities To Be Amount To Be Proposed Maximum Proposed Maximum Amount Of
Registered Registered (1) Offering Price Per Share Aggregate Offering Price Registration Fee
- --------------------------- ----------------- ------------------------- ------------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock, no par value 2,000,000 Shares $ 3.50 (2) $ 7,000,000 (2) $ 1,848
- --------------------------- ----------------- ------------------------- ------------------------ ----------------
<FN>
(1) Pursuant to Rule 416, this Registration Statement shall be deemed to
cover such additional shares of the common stock as may become issuable pursuant
to the anti-dilution provisions of the Company's 1998 Stock Incentive Plan.
(2) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended, and
based upon the average of the high and low prices of the Common Stock on the
Nasdaq SmallCap Market on February 2, 2000.
</FN>
</TABLE>
<PAGE>
Pursuant to General Instruction E of Form S-8 ("Registration of Additional
Securities"), the Company hereby makes the following statement:
On February 5, 1999, the Company, which has since changed its name from
Producer's Entertainment Group Ltd., and subsequently IAT Resources
Corporation, to Netcurrents, Inc., filed with the Securities and Exchange
Commission a Registration Statement on Form S-8 (Registration No.
333-71891) (the "Prior Registration Statement") relating to shares of the
Common Stock to be issued pursuant to the Company's 1998 Stock Incentive
Plan, as amended (the "Plan"), and the Prior Registration Statement is
currently effective. This Registration Statement relates to securities (a)
of the same class as those to which the Prior Registration Statement
relates and (b) to be issued pursuant to the Plan. The contents of the
Prior Registration Statement are incorporated herein by reference.
ITEM 8. EXHIBITS.
4.1 The Netcurrents, Inc. 1998 Stock Incentive Plan, as amended.
5.1 Opinion of Troop Steuber Pasich Reddick & Tobey, LLP.
23.1 Consent of Singer Lewak Greenbaum & Goldstein LLP, Public Accountants.
23.3 Consent of Troop Steuber Pasich Reddick & Tobey, LLP (included in its
opinion as Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
Page 2
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California as of February 3,
2000.
NETCURRENTS, INC.
(Registrant)
By: /s/ IRWIN MEYER
-------------------------------------
Irwin Meyer
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Irwin
Meyer and Arthur H. Bernstein and each of them, as his true and lawful
attorneys-in-fact and agents, with full power of substitution, for him and in
his name, place and stead, in any and all capacities, to sign any or all
amendments to this Registration Statement on Form S-8, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
foregoing, as fully to all intents and purposes as he might or could do in
person, and hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either of them, or their substitutes, may lawfully do or cause to be
done by the virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ IRWIN MEYER Chief Executive Officer and Director February 3, 2000
- -------------------------- (Principal Executive Officer)
Irwin Meyer
/s/ ARTHUR H. BERNSTEIN Executive Vice President and Director February 3, 2000
- -------------------------- (Principal Financial Officer and
Arthur H. Bernstein Principal Accounting Officer)
/s/ JAMES J. CERNA, JR. Executive Vice President and Director February 3, 2000
- -------------------------- (Principal Strategic Planner and
James J. Cerna, Jr. Chief Executive Officer of Infolocity)
/s/ VICTOR A. HOLTORF Executive Vice President (Chief February 3, 2000
- -------------------------- Operating Officer and President of
Victor A. Holtorf Infolocity)
/s/ MICHAEL ISCOVE Director February 3, 2000
- --------------------------
Michael Iscove
/s/ THOMAS A. DANIELS Director February 3, 2000
- --------------------------
Thomas A. Daniels
/s/ IVAN A. BERKOWITZ Director February 3, 2000
- --------------------------
Ivan A. Berkowitz
</TABLE>
Page 3
<PAGE>
EXHIBIT INDEX
Sequentially
EXHIBIT NO. DESCRIPTION NUMBERED PAGE
- ----------- ----------- -------------
4.1 The Netcurrents, Inc. 1998 Stock Incentive Plan,
as amended.
5.1 Opinion of Troop Steuber Pasich Reddick & Tobey, LLP
regarding validity of securities.
23.1 Consent of Singer Lewak Greenbaum & Goldstein LLP,
Public Accountants.
23.2 Consent of Troop Steuber Pasich Reddick & Tobey, LLP
(included in Exhibit 5.1).
24.1 Power of Attorney (set forth on page 5).
Page 4
EXHIBIT 4.1
NETCURRENTS, INC.
1998 STOCK INCENTIVE PLAN, AS AMENDED
1. PURPOSE OF THE PLAN.
The purpose of this 1998 Stock Incentive Plan (the "1998 Plan") is to
provide incentives and rewards to selected eligible directors, officers,
employees and consultants of Netcurrents, Inc. (the "Company") or its
subsidiaries in order to assist the Company and its subsidiaries in attracting,
retaining and motivating those persons by providing for or increasing the
proprietary interests of those persons in the Company, and by associating their
interests in the Company with those of the Company's stockholders.
2. ADMINISTRATION OF THE 1998 PLAN.
The 1998 Plan shall be administered by the Board of Directors of the
Company (the "Board"), or a committee of the Board (the "Committee") whose
members shall serve at the pleasure of the Board. If administration is delegated
to the Committee, the Committee shall have, in connection with the
administration of the 1998 Plan, the powers theretofore possessed by the Board
(and references in this 1998 Plan to the Board shall thereafter be to the
Committee), subject, however, to such resolutions, not inconsistent with the
provisions of the 1998 Plan as may be adopted from time to time by the Board.
The Board shall have all the powers vested in it by the terms of the 1998
Plan, including exclusive authority (i) to select from among eligible directors,
officers, employees and consultants, those persons to be granted "Awards" (as
defined below) under the 1998 Plan; (ii) to determine the type, size and terms
of individual Awards (which need not be identical) to be made to each person
selected; (iii) to determine the time when Awards will be granted and to
establish objectives and conditions (including, without limitation, vesting and
performance conditions), if any, for earning Awards; (iv) to amend the terms or
conditions of any outstanding Award, subject to applicable legal restrictions
and to the consent of the other party to such Award; (v) to determine the
duration and purpose of leaves of absences which may be granted to holders of
Awards without constituting termination of their employment for purposes of
their Awards; (vi) to authorize any person to execute, on behalf of the Company,
any instrument required to carry out the purposes of the 1998 Plan; and (vii) to
make any and all other determinations which it determines to be necessary or
advisable in the administration of the 1998 Plan. The Board shall have full
power and authority to administer and interpret the 1998 Plan and to adopt,
amend and revoke such rules, regulations, agreements, guidelines and instruments
for the administration of the 1998 Plan and for the conduct of its business as
the Board deems necessary or advisable. The Board's interpretation of the 1998
Plan, and all actions taken and determinations made by the Board pursuant to the
powers vested in it hereunder, shall be conclusive and binding on all parties
concerned, including the Company, its stockholders, any participants in the 1998
Plan and any other employee of the Company or any of its subsidiaries.
3. PERSONS ELIGIBLE UNDER THE 1998 PLAN.
Any person who is a director, officer, employee or consultant of the
Company, or any of its subsidiaries (a "Participant"), shall be eligible to be
considered for the grant of Awards under the 1998 Plan.
4. AWARDS.
(a) Common Stock and Derivative Security Awards. Awards authorized under
the 1998 Plan shall consist of any type of arrangement with a Participant that
is not inconsistent with the provisions of the 1998 Plan and that, by its terms,
involves or might involve or be made with reference to the issuance of (i)
shares of the Common Stock, $.001 par value per share, of the Company (the
"Common Stock") or (ii) a "derivative security" (as that term is defined in Rule
16a-1(c) of the Rules and Regulations of the Securities and Exchange Commission
under the Securities Exchange Act of 1934, as amended, as the same may be
amended from time to time) with an exercise or conversion price related to the
Common Stock or with a value derived from the value of the Common Stock.
Page 5
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(b) Types of Awards. Awards are not restricted to any specified form or
structure and may include, but need not be limited to, sales, bonuses and other
transfers of stock, restricted stock, stock options, reload stock options, stock
purchase warrants, other rights to acquire stock or securities convertible into
or redeemable for stock, stock appreciation rights, phantom stock, dividend
equivalents, performance units or performance shares, or any other type of Award
which the Board shall determine is consistent with the objectives and
limitations of the 1998 Plan. An Award may consist of one such security or
benefit, or two or more of them in tandem or in the alternative.
(c) Consideration. Common Stock may be issued pursuant to an Award for any
lawful consideration as determined by the Board, including, without limitation,
a cash payment, services rendered, or the cancellation of indebtedness.
(d) Guidelines. The Board may adopt, amend or revoke from time to time
written policies implementing the 1998 Plan. Such policies may include, but need
not be limited to, the type, size and term of Awards to be made to participants
and the conditions for payment of such Awards.
(e) Terms and Conditions. Subject to the provisions of the 1998 Plan, the
Board, in its sole and absolute discretion, shall determine all of the terms and
conditions of each Award granted pursuant to the 1998 Plan, which terms and
conditions may include, among other things:
(i) any provision necessary for such Award to qualify as an incentive
stock option under Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code") (an "Incentive Stock Option");
(ii) a provision permitting the recipient of such Award to pay the
purchase price of the Common Stock or other property issuable pursuant to
such Award, or to pay such recipient's tax withholding obligation with
respect to such issuance, in whole or in part, by delivering previously
owned shares of capital stock of the Company (including "pyramiding") or
other property, or by reducing the number of shares of Common Stock or the
amount of other property otherwise issuable pursuant to such Award; or
(iii) a provision conditioning or accelerating the receipt of benefits
pursuant to the Award, or terminating the Award, either automatically or in
the discretion of the Board, upon the occurrence of specified events,
including, without limitation, a change of control of the Company, an
acquisition of a specified percentage of the voting power of the Company,
the dissolution or liquidation of the Company, a sale of substantially all
of the property and assets of the Company or an event of the type described
in Section 7 of the 1998 Plan.
(f) Suspension or Termination of Awards. If the Company believes that a
Participant has committed an act of misconduct as described below, the Company
may suspend the Participant's rights under any then outstanding Award pending a
determination by the Board. If the Board determines that a Participant has
committed an act of embezzlement, fraud, nonpayment of any obligation owed to
the Company or any subsidiary, breach of fiduciary duty or deliberate disregard
of the Company's rules resulting in loss, damage or injury to the Company, or if
a Participant makes an unauthorized disclosure of trade secret or confidential
information of the Company, engages in any conduct constituting unfair
competition, or induces any customer of the Company to breach a contract with
the Company, neither the Participant nor his or her estate shall be entitled to
exercise any rights whatsoever with respect to such Award. In making such
determination, the Board shall act fairly and shall give the Participant a
reasonable opportunity to appear and present evidence on his or her behalf to
the Board.
(g) Maximum Grant of Awards to any Participant. No Participant shall
receive Awards representing more than 25% of the aggregate number of shares of
Common Stock that may be issued pursuant to all Awards under the 1998 Plan as
set forth in Section 5 hereof.
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<PAGE>
5. SHARES OF COMMON STOCK SUBJECT TO THE 1998 PLAN.
The aggregate number of shares of Common Stock that may be issued or
issuable pursuant to all Awards under the 1998 Plan (including Awards in the
form of Incentive Stock Options and Non-Statutory Stock Options) shall not
exceed an aggregate of 5,000,000 shares of Common Stock, subject to adjustment
as provided in Section 7 of the 1998 Plan. Shares of Common Stock subject to the
1998 Plan may consist, in whole or in part, of authorized and unissued shares or
treasury shares. Any shares of Common Stock subject to an Award which for any
reason expires or is terminated unexercised as to such shares shall again be
available for issuance under the 1998 Plan. For purposes of this Section 5, the
aggregate number of shares of Common Stock that may be issued at any time
pursuant to Awards granted under the 1998 Plan shall be reduced by: (i) the
number of shares of Common Stock previously issued pursuant to Awards granted
under the 1998 Plan, other than shares of Common Stock subsequently reacquired
by the Company pursuant to the terms and conditions of such Awards and with
respect to which the holder thereof received no benefits of ownership, such as
dividends; and (ii) the number of shares of Common Stock which were otherwise
issuable pursuant to Awards granted under this 1998 Plan but which were withheld
by the Company as payment of the purchase price of the Common Stock issued
pursuant to such Awards or as payment of the recipient's tax withholding
obligation with respect to such issuance.
6. PAYMENT OF AWARDS.
The Board shall determine the extent to which Awards shall be payable in
cash, shares of Common Stock or any combination thereof. The Board may, upon
request of a Participant, determine that all or a portion of a payment to that
Participant under the 1998 Plan, whether it is to be made in cash, shares of
Common Stock or a combination thereof, shall be deferred. Deferrals shall be for
such periods and upon such terms as the Board may determine in its sole
discretion.
7. DILUTION AND OTHER ADJUSTMENT.
In the event of any change in the outstanding shares of the Common Stock or
other securities then subject to the 1998 Plan by reason of any stock split,
reverse stock split, stock dividend, recapitalization, merger, consolidation,
combination or exchange of shares or other similar corporate change, or if the
outstanding securities of the class then subject to the 1998 Plan are exchanged
for or converted into cash, property or a different kind of securities, or if
cash, property or securities are distributed in respect of such outstanding
securities as a class (other than cash dividends), then the Board may, but it
shall not be required to, make such equitable adjustments to the 1998 Plan and
the Awards thereunder (including, without limitation, appropriate and
proportionate adjustments in (i) the number and type of shares or other
securities or cash or other property that may be acquired pursuant to Incentive
Stock Options and other Awards theretofore granted under the 1998 Plan, (ii) the
maximum number and type of shares or other securities that may be issued
pursuant to Incentive Stock Options and other Awards thereafter granted under
the 1998 Plan; and (iii) the maximum number of securities with respect to which
Awards may thereafter be granted to any Participant in any fiscal year) as the
Board in its sole discretion determines appropriate, including any adjustments
in the maximum number of shares referred to in Section 5 of the 1998 Plan. Such
adjustments shall be conclusive and binding for all purposes of the 1998 Plan.
8. MISCELLANEOUS PROVISIONS.
(a) Definitions. As used herein, "subsidiary" means any current or future
corporation which would be a "subsidiary corporation," as that term is defined
in Section 424(f) of the Code, of the Company; and the term "or" means "and/or."
(b) Conditions on Issuance. Securities shall not be issued pursuant to
Awards unless the grant and issuance thereof shall comply with all relevant
provisions of law and the requirements of any securities exchange or quotation
system upon which any securities of the Company are listed, and shall be further
subject to approval of counsel for the Company with respect to such compliance.
Inability of the Company to obtain authority from any regulatory body having
jurisdiction, which authority is determined by Company counsel to be necessary
to the lawful issuance and sale of any security or Award, shall relieve the
Company of any liability in respect of the non-issuance or sale of such
securities as to which requisite authority shall not have been obtained.
Page 7
<PAGE>
(c) Rights as Stockholder. A participant under the 1998 Plan shall have no
rights as a holder of Common Stock with respect to Awards hereunder, unless and
until certificates for shares of such stock are issued to the participant.
(d) Assignment or Transfer. Subject to the discretion of the Board, and
except with respect to Incentive Stock Options which are not transferable except
by will or the laws of descent and distribution, Awards under the 1998 Plan or
any rights or interests therein shall be assignable or transferable.
(e) Agreements. All Awards granted under the 1998 Plan shall be evidenced
by written agreements in such form and containing such terms and conditions (not
inconsistent with the 1998 Plan) as the Board shall from time to time adopt.
(f) Withholding Taxes. The Company shall have the right to deduct from all
Awards hereunder paid in cash any federal, state, local or foreign taxes
required by law to be withheld with respect to such awards and, with respect to
awards paid in stock, to require the payment (through withholding from the
participant's salary or otherwise) of any such taxes. The obligation of the
Company to make delivery of Awards in cash or Common Stock shall be subject to
the restrictions imposed by any and all governmental authorities.
(g) No Rights to Award. No Participant or other person shall have any right
to be granted an Award under the 1998 Plan. Neither the 1998 Plan nor any action
taken hereunder shall be construed as giving any Participant any right to be
retained in the employ of the Company or any of its subsidiaries or shall
interfere with or restrict in any way the rights of the Company or any of its
subsidiaries, which are hereby reserved, to discharge a Participant at any time
for any reason whatsoever, with or without good cause.
(h) Costs and Expenses. The costs and expenses of administering the 1998
Plan shall be borne by the Company and not charged to any Award nor to any
Participant receiving an Award.
(i) Funding of 1998 Plan. The 1998 Plan shall be unfounded. The Company
shall not be required to establish any special or separate fund or to make any
other segregation of assets to assure the payment of any Award under the 1998
Plan.
9. AMENDMENTS AND TERMINATION.
(a) Amendments. The Board may at any time terminate or from time to time
amend the 1998 Plan in whole or in part, but no such action shall adversely
affect any rights or obligations with respect to any Awards theretofore made
under the 1998 Plan. However, with the consent of the Participant affected, the
Board may amend outstanding agreements evidencing Awards under the 1998 Plan in
a manner not inconsistent with the terms of the 1998 Plan.
(b) Stockholder Approval. To the extent that Section 422 of the Code, other
applicable law, or the rules, regulations, procedures or listing agreement of
any national securities exchange or quotation system, requires that any
amendment of the 1998 Plan be approved by the stockholders of the Company, no
such amendment shall be effective unless and until it is approved by the
stockholders in such a manner and to such a degree as is required.
(c) Termination. Unless the 1998 Plan shall theretofore have been
terminated as above provided, the 1998 Plan (but not the awards theretofore
granted under the 1998 Plan) shall terminate on and no awards shall be granted
after April 28, 2008.
10. EFFECTIVE DATE.
The 1998 Plan is effective on April 28, 1998, the date on which it was
adopted by the Board of Directors of the Company and the holders of the majority
of the Common Stock of the Company.
11. GOVERNING LAW.
The 1998 Plan and any agreements entered into thereunder shall be construed
and governed by the laws of the State of Delaware applicable to contracts made
within, and to be performed wholly within, such state, without regard to the
application of conflict of laws rules thereof.
Page 8
EXHIBIT 5.1
Troop Steuber Pasich Reddick & Tobey, LLP
lawyers
Feburary 3, 2000
Netcurrents, Inc.
5757 Wilshire Boulevard, Penthouse One
Los Angeles, California 90036
Ladies/Gentlemen:
At your request, we have examined the Registration Statement on Form
S-8 (the "Registration Statement") to which this letter is attached as
Exhibit 5.1 filed by Netcurrents, Inc., a Delaware corporation (the
"Company"), in order to register under the Securities Act of 1933, as
amended (the "Act"), 2,000,000 shares of Common Stock, $.001 par value per
share (the "Shares"), of the Company issuable pursuant to the Company's 1998
Stock Incentive Plan, as amended (the "Plan").
We are of the opinion that the Shares have been duly authorized and
upon issuance and sale in conformity with and pursuant to the Plan, the
Shares will be validly issued, fully paid and non-assessable.
We consent to the use of this opinion as an Exhibit to the
Registration Statement and to the use of our name in the Prospectus
constituting a part thereof.
Respectfully submitted,
/s/ TROOP STEUBER PASICH REDDICK & TOBEY, LLP
---------------------------------------------
Troop Steuber Pasich Reddick & Tobey, LLP
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report, dated October 8, 1999, which appears on the
Annual Report on Form 10-KSB of NetCurrents, Inc. (formally IAT Resources
Corporation) and subsidiaries for the year ended June 30, 1999. We also consent
to the reference to our Firm under the caption "Experts" in the aforementioned
Registration Statement.
/s/ SINGER LEWAK GREENBAUM & GOLDSTEIN LLP
- -------------------------------------------
SINGER LEWAK GREENBAUM & GOLDSTEIN LLP
Los Angeles, California
January 27, 2000
