<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 22, 2000
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
-------------------
E COM VENTURES, INC. (FORMERLY PERFUMANIA, INC.)
------------------------------------------------
(Exact name of registrant as specified in its charter)
FLORIDA 65-0977964
------------------------------ ----------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
11701 N.W. 101ST ROAD
MIAMI, FLORIDA 33178
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)
E COM VENTURES, INC. 1991 STOCK OPTION PLAN, AS AMENDED
- --------------------------------------------------------------------------------
(Full title of the Plan)
---------------------
ILIA LEKACH, CHAIRMAN AND CHIEF EXECUTIVE OFFICER
E COM VENTURES, INC.
11701 N.W. 101ST ROAD
MIAMI, FLORIDA 33178
- --------------------------------------------------------------------------------
(Name and address of agent for service)
(305) 889-1600
- --------------------------------------------------------------------------------
(Telephone number, including area code, of agent for service)
COPY TO:
Kenneth C. Hoffman, Esq.
Greenberg Traurig, P.A.
1221 Brickell Avenue
Miami, Florida 33131
(305) 579-0500
-------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================== ========================= ======================= ======================== =====================
PROPOSED MAXIMUM PROPOSED
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
- ------------------------------- ------------------------- ----------------------- ------------------------ ---------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 1,500,000 $3.125-$5.11 (1) $6,783,482 $1,791
=============================== ========================= ======================= ======================== =====================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee and
computed in accordance with Rule 457(h) of the Securities Act of 1933, as
amended, on the basis of (i) the actual price of (a) $3.125 for an
aggregate of 410,750 options, (b) $4.22 for an aggregate of 10,000 options,
(c) $3.25 for an aggregate of 20,000 options, (d) $3.09 for an aggregate of
750 options and (e) $2.38 for an aggregate of 6,800 options, to purchase
Common Stock being registered, which have previously been granted under the
Company's 1991 Stock Option Plan, as amended, and (ii) the average of the
high and low sale price ($5.11) of the Common Stock as reported on the
Nasdaq National Market System on February 14, 1999 with respect to the
1,051,700 shares of Common Stock subject to future grants under the 1991
Stock Option Plan, as amended.
<PAGE> 2
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant hereby incorporates by reference into this Registration
Statement the following documents or portions thereof as indicated:
(a) the Registrant's Registration Statement on Form S-8 (Registration
Nos. 33-72262, 33-85260, 333-10121 and 333-60061);
(b) the Registrant's Annual Report on Form 10-K/A for the fiscal year
ended January 30, 1999;
(c) the Registrant's quarterly report on Form 10-Q (i) for the
quarterly period ended May 1, 1999, as amended, (ii) for the quarterly period
ended July 31, 1999, as amended and (iii) for the quarterly period ended October
30, 1999, and all other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since January 30, 1999; and
(d) the description of the Registrant's Common Stock set forth in
Registrant's Form S-1/A Registration Statement under the Securities Act of 1933
(Registration No. 333-80525).
In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated herein by reference and to be a part
hereof from the date of filing of such documents.
- ----------------------
(1) The Registration Statements on Form S-8 (Registration Nos. 33-72262,
33-85260, 333-10121 and 333-60061) registered an aggregate of 2,500,000
shares of the Registrant's Common Stock. At the Company's 1999 annual
meeting of shareholders held on December 22, 1999, the Company's
shareholders approved an amendment to the Plan, which increased by
1,500,000 the number of shares eligible for grant under the Plan from
2,500,000 to 4,000,000. After giving effect to the amendment to the Plan
approved by the Registrant's shareholders at the Company's annual meeting,
and the effectiveness of this Registration Statement on Form S-8, the total
number of shares registered on Form S-8 and available for grant under the
Plan will be 4,000,000.
II-2
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Miami, State of Florida on February 18, 2000.
E COM VENTURES, INC.
By: /s/ Ilia Lekach
-------------------------------------------------
Ilia Lekach, Chairman and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and Directors of E Com Ventures, Inc., do
hereby constitute and appoint Ilia Lekach and Jerome Falic, or any one of them,
as true and lawful attorneys and agents to do any and all acts and things and to
execute any and all instruments which said attorneys and agents may deem
necessary and advisable to enable said corporation to comply with the Securities
Act of 1933, as amended, and any rules, regulations and requirements of the
Securities and Exchange Commission in connection with this registration
statement, including, specifically, but without limitation, the power and
authority to sign for us or any of us any and all amendments thereto; and we do
hereby ratify and confirm all that the said attorneys and agents, or any one of
them, shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ ILIA LEKACH Chairman of the Board and February 18, 2000
- ----------------------------------------- Chief Executive Officer
Ilia Lekach (principal executive officer)
/s/ DONOVAN CHIN Chief Financial Officer, February 18, 2000
- ----------------------------------------- Secretary and Director
Donovan Chin (principal financial and accounting officer)
/s/ JEROME FALIC Director February 18, 2000
- -----------------------------------------
Jerome Falic
/s/ MARC FINER Director February 18, 2000
- -----------------------------------------
Marc Finer
/s/ ROBERT PLISKIN Director February 18, 2000
- -----------------------------------------
Robert Pliskin
/s/ CAROLE ANN TAYLOR Director February 18, 2000
- -----------------------------------------
Carole Ann Taylor
/s/ HORATIO GROISMAN Director February 18, 2000
- -----------------------------------------
Horatio Groisman
Director
- -----------------------------------------
Zalman Lekach
</TABLE>
II-3
<PAGE> 4
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------------------ -----------------------------------------------------------
5.1 Opinion of Greenberg Traurig, P.A.
10.1 E Com Ventures, Inc. 1991 Stock Option Plan, as amended
23.1 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Greenberg Traurig, P.A. is contained in its
opinion filed as Exhibit 5.1 hereto.
24.1 Power of Attorney is included in the "Signatures" section of
this Registration Statement
<PAGE> 1
EXHIBIT 5.1
GREENBERG TRAURIG, P.A.
1221 BRICKELL AVENUE
MIAMI, FLORIDA 33131
February 18, 2000
E Com Ventures, Inc.
11701 N.W. 101st Road
Miami, Florida 33178
Re: Registration of 1,500,000 Additional Shares of Common Stock under
the E Com Ventures, Inc. 1991 Stock Option Plan, as amended
-------------------------------------------------------------------
Ladies and Gentlemen:
On the date hereof, E Com Ventures, Inc., a Florida corporation (the
"Company"), transmitted for filing with the Securities and Exchange Commission
(the "Commission") a Registration Statement on Form S-8 (the "Registration
Statement"), under the Securities Act of 1933, as amended (the "Act"). The
Registration Statement relates to the issuance, offering and/or sale by the
Company of up to 1,500,000 additional shares (the "Shares") of the Company's
Common Stock, par value $.01 per share (the "Common Stock"), which may be issued
pursuant to stock options, (collectively, "Options") granted or to be granted
under the Company's 1991 Stock Option Plan, as amended (the "Plan"). We have
acted as special counsel to the Company in connection with the preparation and
filing of the Registration Statement.
In connection therewith, we have examined and relied upon the original
or a copy, certified to our satisfaction, of (i) the Articles of Incorporation
and Bylaws of the Company; (ii) records of corporate proceedings of the Company
authorizing the Plan and related matters; (iii) the Registration Statement and
exhibits thereto; and (iv) such other documents and instruments as we have
deemed necessary for the expression of the opinions herein contained. In making
the foregoing examinations, we have assumed the genuineness of all signatures
and the authenticity of all documents submitted to us as originals, and the
conformity to original documents of all documents submitted to us as certified
or photostatic copies. As to various questions of fact material to this opinion,
we have relied, to the extent we deem reasonably appropriate, upon
representations or certificates of officers or directors of the Company and upon
documents, records and instruments furnished to us by the Company, without
independently checking or verifying the accuracy of such documents, records and
instruments.
Based upon the foregoing examination, we are of the opinion that the
Company presently has available at least 1,500,000 shares of authorized and
unissued Common Stock from which the 1,500,000 Shares may be issued pursuant to
Options granted under the Plan. In addition, assuming that the Company maintains
an adequate number of authorized but unissued shares of Common Stock available
for issuance pursuant to Options, and assuming that the Company's consideration
for Shares issued pursuant to Options is actually received by the Company in
accordance with the Plan, we are of the opinion that the Shares of Common Stock
issued pursuant to the Options granted under and in accordance with the terms of
the Plan will be duly and validly issued, fully paid and nonassessable.
We hereby consent to the use of this opinion in the above referenced
Registration Statement. In giving such consent, we do not hereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Commission promulgated thereunder.
/s/ GREENBERG TRAURIG, P.A.
<PAGE> 1
EXHIBIT 10.1
E COM VENTURES, INC.
-----------------------------------
1991 STOCK OPTION PLAN, AS AMENDED
(4,000,000 SHARES)
------------------------------------
1. PURPOSE. The purpose of this Plan is to advance the interests of E
COM VENTURES, INC., a Florida corporation (the "Company"), and its Subsidiaries
by providing an additional incentive to attract and retain qualified and
competent persons who provide management services or upon whose efforts and
judgment the success of the Company and its Subsidiaries is largely dependent,
through the encouragement of stock ownership in the Company by such persons.
2. DEFINITIONS. As used herein, the following terms shall have the
meaning indicated:
(a) "Board" shall mean the Board of Directors of the Company.
(b) "Code" shall mean the Internal Revenue Code of 1986, as
amended.
(c) "Committee" shall mean the stock option committee
appointed by the Board pursuant to Section 13 hereof or, if not appointed, the
Board.
(d) "Common Stock" shall mean the Common Stock, par value
$0.01 per share, of the Company.
(e) "Company" shall refer to Perfumania, Inc., a Florida
corporation.
(f) "Director" shall mean a member of the Board.
(g) "Fair Market Value" of the Common Stock on any date of
reference shall be the Closing Price on the business day immediately preceding
such date of the Common Stock, unless the Committee in its sole discretion shall
determine otherwise in a fair and uniform manner. For this purpose, the Closing
Price of the Common Stock on any business day shall be (i) if the Common Stock
is listed or admitted for trading on any United States national securities
exchange, or if actual transactions are otherwise reported on a consolidated
transaction reporting system, the last reported sale price of Common Stock on
such exchange or reporting system, as reported in any newspaper of general
circulation, (ii) if the Common Stock is quoted on the National Association of
Securities Dealers Automated Quotations System, or any similar system of
automated dissemination of quotations of securities prices in common use, the
mean between the closing high bid and low asked quotations for such day of the
Common Stock on such system, or (iii) if neither clause (i) or (ii) is
applicable, the mean between the high bid and low asked quotations for the
Common Stock as reported by the National Quotation Bureau, Incorporated if at
least two securities dealers have inserted both bid and asked quotations for
Common Stock on at least 5 of the 10 preceding days.
(h) "Incentive Stock Option" shall mean an incentive stock
option as defined in Section 422 of the Code.
(i) "Non-Statutory Stock Option" shall mean an Option that is
not an Incentive Stock Option.
(j) "Option Agreement" means the agreement between the Company
and the Optionee to evidence the grant of an Option.
(k) "Option" (when capitalized) shall mean any stock option
granted under this Plan.
<PAGE> 2
(l) "Optionee" shall mean a person to whom a stock option is
granted under this Plan or any person who succeeds to the rights of such person
under this Plan by reason of the death of such person.
(m) "Parent" means a "parent corporation" as defined in
Section 425(e) and (g) of the Code.
(n) "Plan" shall mean this 1991 Stock Option Plan for the
Company.
(o) "Share(s)" shall mean a share or shares of the Common
Stock.
(p) "Subsidiary" shall mean any corporation (other than the
Company) in any unbroken chain of corporations beginning with the Company if, at
the time of granting the Option, each of the corporations other than the last
corporation in the unbroken chain owns stock possessing 50 percent or more of
the total combined voting power of all classes of stock in one of the other
corporations in such chain.
3. SHARES AND OPTIONS. Subject to Section 10 of this Plan, the Company
may grant to Optionees from time to time Options to purchase an aggregate of up
to 4,000,000 Shares from authorized and unissued Shares. If any Option granted
under the Plan shall terminate, expire, or be canceled or surrendered as to any
Shares, new Options may thereafter be granted covering such Shares. An Option
granted hereunder shall be either an Incentive Stock Option or a Non-Statutory
Stock Option as determined by the Committee at the time of grant of such Option
and shall clearly state whether it is an Incentive Stock Option or Non-Statutory
Stock Option.
4. DOLLAR LIMITATION. Options otherwise qualifying as Incentive Stock
Options hereunder will not be treated as Incentive Stock Options only to the
extent that the aggregate fair market value (determined at the time the Option
is granted) of the Shares, with respect to which Options meeting the
requirements of Section 422(b) of the Code are exercisable for the first time by
any individual during any calendar year (under all plans of the Company),
exceeds $100,000.
5. CONDITIONS FOR GRANT OF OPTIONS.
(a) Upon the grant of each Option, the Company and the
Optionee shall enter into an Option Agreement, which shall specify the grant
date and the exercise price and shall include or incorporate by reference the
substance of this Plan and such other provisions consistent with this Plan as
the Committee may determine. Optionees shall be those persons selected by the
Committee from the class of all regular employees of the Company and all
Directors, whether or not employees; PROVIDED, HOWEVER, that no Incentive Stock
Option shall be granted to a Director who is not also an employee of the Company
or a Subsidiary.
(b) In granting Options, the Committee may take into
consideration the contribution the person has made to the success of the Company
or its Subsidiaries and such other factors as the Committee shall determine. The
Committee shall also have the authority to consult with and receive
recommendations from officers and other personnel of the Company and its
Subsidiaries with regard to these matters. The Committee may from time to time
in granting Options under the Plan prescribe such other terms and conditions
concerning such Options as it deems appropriate, including, without limitation,
(i) prescribing the date or dates on which the Option becomes exercisable, (ii)
providing that the Option rights accrue or become exercisable in installments
over a period of years, or upon the attainment of stated goals or both, or (iii)
relating an Option to the continued employment of the Optionee for a specified
period of time, provided that such terms and conditions are not more favorable
to an Optionee than those expressly permitted herein.
(c) The Options granted to employees under this Plan shall be
in addition to regular salaries, pension, life insurance or other benefits
related to their employment with the Company or its Subsidiaries. Neither the
Plan nor any Option granted under the Plan shall confer upon any person any
right to employment or continuance of employment by the Company or its
Subsidiaries.
2
<PAGE> 3
6. EXERCISE PRICE. The exercise price per Share of any Option shall be
any price determined by the Committee; PROVIDED, HOWEVER, that in no event shall
the exercise price per Share of any Incentive Stock Option be less than the Fair
Market Value of the Shares underlying such Option on the date such Option is
granted.
7. EXERCISE OF OPTIONS. An Option shall be deemed exercised when (i)
the Company has received written notice of such exercise in accordance with the
terms of the Option, (ii) full payment of the aggregate option price of the
Shares as to which the Option is exercised has been made, and (iii) arrangements
that are satisfactory to the Committee in its sole discretion have been made for
the Optionee's payment to the Company of the amount that is necessary for the
Company or Subsidiary employing the Optionee to withhold in accordance with
applicable Federal or state tax withholding requirements. Unless further limited
by the Committee in any Option, the option price of any Shares purchased shall
be paid in cash, by certified or official bank check or personal check, by money
order, with Shares or by a combination of the above. If the exercise price is
paid in whole or in part with Shares, the value of the Shares surrendered shall
be their Fair Market Value on the date the Option is exercised. The Company in
its sole discretion may, on an individual basis or pursuant to a general program
established by the Committee in connection with this Plan, lend money to an
Optionee, guarantee a loan to an Optionee, or otherwise assist an Optionee to
obtain the cash necessary to exercise all or a portion of an Option granted
hereunder or to pay any tax liability of the Optionee attributable to such
exercise. If the exercise price is paid in whole or part with Optionee's
promissory note, such note shall (i) provide for full recourse to the maker,
(ii) be collateralized by the pledge of the Shares that the Optionee purchases
upon exercise of such Option, (iii) bear interest at the prime rate of the
Company's principal lender or such other rate as the Committee shall determine,
and (iv) contain such other terms as the Board in its sole discretion shall
reasonably require. No Optionee shall be deemed to be a holder of any Shares
subject to an Option unless and until a stock certificate or certificates for
such Shares are issued to such person(s) under the terms of this Plan. No
adjustment shall be made for dividends (ordinary or extraordinary, whether in
cash, securities or other property) or distributions or other rights for which
the record date is prior to the date such stock certificate is issued, except as
expressly provided in Section 10 hereof.
8. EXERCISABILITY OF OPTIONS. Any Option shall become exercisable in
such amounts, at such intervals and upon such terms as the Committee shall
provide in such Option, except as otherwise provided in this Section 8.
(a) The expiration date of an Option shall be determined by
the Committee at the time of grant, but in no event shall an Option be
exercisable after the expiration of 10 years from the date of grant of the
Option.
(b) Unless otherwise provided in any Option, each outstanding
Option shall become immediately fully exercisable:
(i) if there occurs any transaction (which shall
include a series of transactions occurring within 60 days or occurring pursuant
to a plan), that has the result that shareholders of the Company immediately
before such transaction cease to own at least 51 percent of the voting stock of
the Company or of any entity that results from the participation of the Company
in a reorganization, consolidation, merger, liquidation or any other form of
corporate transaction;
(ii) if the shareholders of the Company shall approve
a plan of merger, consolidation, reorganization, liquidation or dissolution in
which the Company does not survive (unless the approved merger, consolidation,
reorganization, liquidation or dissolution is subsequently abandoned); or
(iii) if the shareholders of the Company shall
approve a plan for the sale, lease, exchange or other disposition of all or
substantially all the property and assets of the Company (unless such plan is
subsequently abandoned).
(c) The Committee may in its sole discretion accelerate the
date on which any Option may be exercised and may accelerate the vesting of any
Shares subject to any Option.
3
<PAGE> 4
9. TERMINATION OF OPTION PERIOD.
(a) The unexercised portion of any Option shall automatically
and without notice terminate and become null and void at the time of the
earliest to occur of the following:
(i) three months after the date on which the
Optionee's employment is terminated (or, in the case of a non-employee Director,
the date on which the Optionee ceases to be a Director) for any reason other
than by reason of (A) Cause, which, solely for purposes of this Plan, shall mean
the termination of the Optionee's employment (or, in the case of a nonemployee
Director, the removal of the Optionee as a Director) by reason of the Optionee's
willful misconduct or gross negligence, (B) a mental or physical disability as
determined by a medical doctor satisfactory to the Committee, or (C) death;
(ii) immediately upon the termination of the
Optionee's employment (or, in the case of a nonemployee Director, the removal of
the Optionee as a Director) for Cause;
(iii) one year after the date on which the Optionee's
employment is terminated (or, in the case of a non-employee Director, the date
the Optionee is removed as a Director) by reason of a mental or physical
disability (within the meaning of Section 22(e) of the Code) as determined by a
medical doctor satisfactory to the Committee;
(iv) (A) one year after the date of termination of
the Optionee's employment (or, in the case of a non-employee Director, the date
on which the Optionee ceases to be a Director) by reason of death of the
employee, or (B) one year after the date on which the Optionee shall die if such
death shall occur during the 1-year period specified in Subsection 9(a)(iii)
hereof.
(b) The Committee in its sole discretion may by giving written
notice ("Cancellation Notice") cancel, effective upon the date of the
consummation of any corporate transaction described in Subsections 8(b)(ii) or
(iii) hereof, any Option that remains unexercised on such date. Cancellation
Notice shall be given a reasonable period of time prior to the proposed date of
such cancellation and may be given either before or after shareholder approval
of such corporate transaction.
10. ADJUSTMENT OF SHARES.
(a) If at any time while the Plan is in effect or unexercised
Options are outstanding, there shall be any increase or decrease in the number
of issued and outstanding Shares through the declaration of a stock dividend or
through any recapitalization resulting in a stock split-up, combination or
exchange of Shares, then and in such event:
(i) appropriate adjustment shall be made in the
maximum number of Shares available for grant under the Plan, so that the same
percentage of the Company's issued and outstanding Shares shall continue to be
subject to being so optioned; and
(ii) appropriate adjustment shall be made in the
number of Shares and the exercise price per Share thereof then subject to any
outstanding Option, so that the same percentage of the Company's issued and
outstanding Shares shall remain subject to purchase at the same aggregate
exercise price.
(b) Subject to the specific terms of any Option, the Committee
may change the terms of Options outstanding under this Plan, with respect to the
option price or the number of Shares subject to the Options, or both, when, in
the Committee's sole discretion, such adjustments become appropriate by reason
of a corporate transaction described in Subsections 8(b)(ii) or (iii) hereof.
(c) Except as otherwise expressly provided herein, the
issuance by the Company of shares of its capital stock of any class, or
securities convertible into shares of capital stock of any class, either in
connection with direct sale or upon the exercise of rights or warrants to
subscribe therefor, or upon conversion of shares or
4
<PAGE> 5
obligations of the Company convertible into such shares or other securities,
shall not affect, and no adjustment by reason thereof shall be made with respect
to the number of or exercise price of Shares then subject to outstanding Options
granted under the Plan.
(d) Without limiting the generality of the foregoing, the
existence of outstanding Options granted under the Plan shall not affect in any
manner the right or power of the Company to make, authorize or consummate (i)
any or all adjustments, recapitalizations, reorganizations or other changes in
the Company's capital structure or its business; (ii) any merger or
consolidation of the Company; (iii) any issue by the Company of debt securities,
or preferred or preference stock that would rank above the Shares subject to
outstanding Options; (iv) the dissolution or liquidation of the Company; (v) any
sale, transfer or assignment of all or any part of the assets or business of the
Company; or (vi) any other corporate act or proceeding, whether of a similar
character or otherwise.
11. TRANSFERABILITY OF OPTIONS. Each Option shall provide that such
Option shall not be transferable by the Optionee otherwise than by will or the
laws of descent and distribution, and each Option shall be exercisable during
the Optionee's lifetime only by the Optionee.
12. ISSUANCE OF SHARES. As a condition of any sale or issuance of
Shares upon exercise of any Option, the Committee may require such agreements or
undertakings, if any, as the Committee may deem necessary or advisable to assure
compliance with any such law or regulation including, but not limited to, the
following:
(i) a representation and warranty by the Optionee to
the Company, at the time any Option is exercised, that he is acquiring the
Shares to be issued to him for investment and not with a view to, or for sale in
connection with, the distribution of any such Shares; and
(ii) a representation, warranty and/or agreement to
be bound by any legends that are, in the opinion of the Committee, necessary or
appropriate to comply with the provisions of any securities law deemed by the
Committee to be applicable to the issuance of the Shares and are endorsed upon
the Share certificates.
13. ADMINISTRATION OF THE PLAN.
(a) The Plan shall be administered by the Committee, which
shall consist of not less than two Directors. The Committee shall have all of
the powers of the Board with respect to the Plan. Any member of the Committee
may be removed at any time, with or without cause, by resolution of the Board
and any vacancy occurring in the membership of the Committee may be filled by
appointment by the Board. The Committee, from time to time, may adopt rules and
regulations for carrying out the purposes of the Plan.
(b) Any and all decisions or determinations of the Committee
shall be made either (i) by a majority vote of the members of the Committee at a
meeting or (ii) without a meeting by the unanimous written approval of the
members of the Committee.
14. OPTIONS FOR 10% SHAREHOLDERS. Notwithstanding any other provisions
of the Plan to the contrary, an Incentive Stock Option shall not be granted to
any person owning directly or indirectly (through attribution under Section
424(d) of the Code) at the date of grant, stock possessing more than 10% of the
total combined voting power of all classes of stock of the Company (or of its
Parent or Subsidiary at the date of grant) unless the option price of such
Option is at least 110% of the Fair Market Value of the Shares subject to such
Option on the date the Option is granted, and such Option by its terms is not
exercisable after the expiration of 5 years from the date such Option is
granted.
15. INTERPRETATION. The Plan shall be administered and interpreted so
that all Incentive Stock Options granted under the Plan will qualify as
Incentive Stock Options under Section 422 of the Code. If any provision of the
Plan should be held invalid for the granting of Incentive Stock Options or
illegal for any reason, such determination shall not affect the remaining
provisions hereof, but instead the Plan shall be construed and enforced as if
such provision had never been included in the Plan. If any provision of the Plan
should be held invalid or
5
<PAGE> 6
illegal for any reason, such determination shall not affect the remaining
provisions hereof, but instead the Plan shall be construed and enforced as if
such provision had never been included in the Plan. This Plan shall be governed
by the laws of the State of Florida. Headings contained in this Plan are for
convenience only and shall in no manner be construed as part of this Plan. Any
reference to the masculine, feminine, or neuter gender shall be a reference to
such other gender as is appropriate.
16. TERM OF PLAN; AMENDMENT AND TERMINATION OF THE PLAN.
(a) This Plan shall become effective upon its adoption by the
Board, and shall continue in effect until all Options granted hereunder have
expired or been exercised, unless sooner terminated under the provisions
relating thereto. No Option shall be granted after 10 years from the date of the
Board's adoption of the Plan.
(b) The Plan shall be adopted by the Board and shall be
presented to the Company's shareholders for their approval by vote of a majority
of such shareholders present or represented at a meeting duly held, such
approval to be given within 12 month's after the date of the Board's adoption.
Options may be granted prior to shareholder approval of the Plan, but such
Options shall be contingent upon such approval being obtained and may not be
exercised prior to such approval.
(c) The Board may from time to time amend the Plan or any
Option; PROVIDED, HOWEVER, that, except to the extent provided in Section 10, no
such amendment may, (i) without approval by the Company's shareholders, increase
the number of Shares reserved for Options or change the class of persons
eligible to receive Options, or involve any other change or modification
requiring shareholder approval under Rule 16b-3 of the Securities Exchange Act
of 1934, as amended, (ii) permit the granting of options that expire beyond the
maximum 10-year period described in Subsection 8(a), or (iii) extend the
termination date of the Plan as set forth in Section 16(a); and PROVIDED,
FURTHER, that except to the extent specifically provided in Section 9, no
amendment or suspension of the Plan or any Option issued hereunder shall
substantially impair any Option previously granted to any Optionee without the
consent of such Optionee.
(d) The Board, without further approval of the Company's
shareholders, may at any time terminate or suspend this Plan. Any such
termination or suspension of this Plan shall not affect Options already granted
and such Options shall remain in full force and effect as if the Plan had not
been terminated or suspended. No Option may be granted while the Plan is
suspended or after it has been terminated. The rights and obligations under any
Option granted to any Optionee while the Plan is in effect shall not be altered
or impaired by the suspension or termination of the Plan without the consent of
such Optionee.
17. RESERVATION OF SHARES. The Company, during the term of the Plan,
will at all times reserve and keep available a number of Shares as shall be
sufficient to satisfy the requirements of the Plan.
6
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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 April 29, 1999, except for the fourth
paragraph of Note 2 and the second paragraph of Note 8 as to which the date is
July 14, 1999, relating to the financial statements of E Com Ventures, Inc.
(formerly Perfumania, Inc.), which appears in E Com Ventures, Inc.'s Annual
Report on Form 10-K for the year ended January 30, 1999.
PricewaterhouseCoopers LLP
February 18, 2000
Miami, Florida
