1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
RANES INTERNATIONAL HOLDINGS, INC.
(Previously known as Bio Fluorescent Technologies, Inc.)
(Exact name of registrant as specified in its charter)
Nevada 87-0485320
(State of Incorporation) (I.R.S. Employer ID No.)
6400 East Jackrabbit Road, Paradise Valley, Arizona 85253
(Address of Principal Executive Offices) (Zip Code)
Retainer Stock Plan for Non-Employee Directors and Consultants
(Full title of the Plan)
Shawn F. Hackman, Esq., 3360 West Sahara Avenue, Suite 200, Las
Vegas, Nevada 89102
(Name and address of agent for service)
(702) 732-2253
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Amount to Proposed Proposed Amount of
Securities be Maximum Aggregate Registration
to be Registered Offering Offering Fee
Registered Price Per Price
Share (3)
Common 300,000 $0.33 $100,000 $27.80
Stock
Common 300,000 $3.00 $900,000 $250.20
Stock(1)
Common 300,000 $4.00 $1,200,000 $333.60
Stock(2)
</TABLE>
(1) These shares are represented by a one year warrant to
purchase 300,000 shares at an exercise price of $3.00 per Share.
(2) These shares are represented by a two year warrant to
purchase 300,000 shares at an exercise price of $4.00 per Share.
(3) The Offering Price is used solely for purposes of estimating
the registration fee pursuant to Rules 457(c) and 457(h)
promulgated pursuant to the Securities Act of 1933. The
Offering Price per Share is established pursuant to a Consulting
Agreement and Plan of Compensation, set forth in Exhibit 4.2 to
this Form S-8 (see Exhibit Index on page 5).
Part I
Information Required in the Section 10(a) Prospectus
Item 1. Plan Information.
See Item 2 below.
Item 2. Registrant Information and Employee Plan Annual
Information.
The documents containing the information specified in Part
I, Items 1 and 2, will be delivered to each of the participants
in accordance with Form S-8 and Rule 428 promulgated under the
Securities Act of 1933. The participants shall provided a written
statement notifying them that upon written or oral request they
will be provided, without charge, (i) the documents incorporated
by reference in Item 3 of Part II of the registration statement,
and (ii) other documents required to be delivered pursuant to
Rule 428(b). The statement will inform the participants that
these documents are incorporated by reference in the Section
10(a) prospectus, and shall include the address (giving title or
department) and telephone number to which the request is to be
directed.
Part II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The following are hereby incorporated by reference:
(a) The registrant's latest annual report on Form 10-KSB for the
fiscal year ended December 31, 1997.
(b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by
the registration documents referred to in (a) above.
(c) The description of the registrant's capital stock contained
in the Registration Statement on Form 8-A filed with the
Securities and Exchange Commission pursuant to Section 12(g) of
the Exchange Act.
All documents subsequently filed by the registrant pursuant
to Sections 13(a), 13(c), 14, and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in the
registration statement and to be part thereof from the date of
filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
No named expert or counsel was hired on a contingent basis,
will receive a direct or indirect interest in the small business
issuer, or was a promoter, underwriter, voting trustee, director,
officer, or employee of the registrant.
Item 6. Indemnification of Directors and Officers.
Article VIII of the registrant's bylaws eliminates the
personal liability of directors of the registrant to the
registrant and its stockholders for monetary damages for breach
of fiduciary duty as a director involving any act or omission of
any such director. The foregoing provisions shall not eliminate
or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the Company or its stockholders,
(ii) for acts or omissions not in good faith or, which involve
intentional misconduct or a knowing violation of law, (iii) under
applicable Sections of the Nevada Revised Statutes, (iv) the
payment of dividends in violation of Section 78.300 of the Nevada
Revised Statutes or, (v) for any transaction from which the
director derived an improper personal benefit.
The By-laws also provide for indemnification of the
directors and officers of the registrant in most cases for any
liability suffered by them or arising out of their activities as
directors and officers of the Registrant if they were not engaged
in willful misfeasance or malfeasance in the performance of his
or her duties. The Bylaws, therefore, limit the liability of
directors to the maximum extent permitted by Nevada law (Section
78.751).
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Exhibits required by Item 601 of Regulation S-K, and an
index thereto, are attached.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(a) (1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration
statement;
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) That, for purposes of determining any liability under
the Securities Act of 1933, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(e) To deliver or cause to be delivered with the prospectus,
to each person to whom the prospectus is sent or given, the
latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting
the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X are not
set forth in the prospectus, to deliver, or cause to be delivered
to each person to whom the prospectus is sent or given, the
latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial
information
(h) That insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorize, in
the City of Las Vegas, State of Nevada, on February 23, 1999.
RANES INTERNATIONAL HOLDINGS, INC.
By: /s/ Jan Olivier
Jan Olivier, President
Special Power of Attorney
The undersigned constitute and appoint Jan Olivier their
true and lawful attorney-in-fact and agent with full power of
substitution, for him and in his name, place, and stead, in any
and all capacities, to sign any and all amendments, including
post-effective amendments, to this Form S-8 Registration
Statement, and to file the same with all exhibits thereto, and
all documents in connection therewith, with the Securities and
Exchange Commission, granting such attorney-in-fact the full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that such
attorney0in-fact may lawfully do or cause to be done by 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 date indicated:
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Signature Title Date
/s/ Jan Olivier President, CEO, Director February 24, 1999
Jan Olivier
/s/ Dr. Claus W. Secretary, Treasurer February 24, 1999
Bartak (Principal Financial and
Dr. Claus W. Accounting Officer), Director
Bartak
/s/ Ray A. Vice President, February 25, 1999
Triphahn Assistant Secretary,
Ray A. Triphahn Director
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EXHIBIT INDEX
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Exhibit Description Method
Number of
Filing
4.1 Retainer Stock Plan for Non-Employee Directors See
and Consultants Below
4.2 Consulting Agreement and Plan of Compensation See
Below
5, 24.1 Opinion Re: Legality; Consent of Counsel See
Below
24.2 Consent of Accountants See
Below
25 Special Power of Attorney See
Signature
Page
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BIO FLORESCENT TECHNOLOGIES, INC.
RETAINER STOCK PLAN FOR
NON-EMPLOYEE DIRECTORS AND CONSULTANTS
1. INTRODUCTION
This plan shall be known as the "Bio Florescent Technologies,
Inc. Retainer Stock Plan For Non-Employee Directors and
Consultants" is hereinafter referred to as the "Plan". The
purposes of the Plan are to enable Bio Florescent Technologies,
Inc., a Nevada corporation (the "Company"), to promote the
interests of the Company and its shareholders by attracting and
retaining non-employee Directors and Consultants capable of
furthering the future success of the Company and by aligning
their economic interests more closely with those of the Company's
shareholders, by paying their retainer or fees in the form of
shares of the Company's common stock, par value $.001 per share
(the "Common Stock").
2. DEFINITIONS
The following terms shall have the meanings set forth below:
"Annual Meeting" means an annual meeting of the shareholders of
the Company.
The "Board" means the Board of Directors of the Company.
"Change of Control" has the meaning set forth in Section 12(d).
The "Code" means the Internal Revenue Code of 1986, as amended,
and the rules and regulations thereunder. References to any
provision of the Code or rule or regulation thereunder shall be
deemed to include any amended or successor provision, rule or
regulation.
The "Committee" means the committee that administers the Plan, as
more fully defined in Section 13.
"Common Stock" has the meaning set forth in Section 1.
The "Company" has the meaning set forth in Section 1.
"Deferral Election" has the meaning set forth in Section 6.
"Deferred Stock Account" means a bookkeeping account maintained
by the Company for a Participant representing the Participant's
interest in the shares credited to such Deferred Stock Account
pursuant to Section 7.
"Delivery Date" has the meaning set forth in Section 6.
"Director" means an individual who is a member of the Board of
Directors of the Company.
The "Dividend Equivalent" for a given dividend or other
distribution means a number of shares of Common Stock having a
Fair Market Value, as of the record date for such dividend or
distribution, equal to the amount of cash, plus the fair market
value on the date of distribution of any property, that is
distributed with respect to one share of Common Stock pursuant to
such dividend or distribution; such fair market value to be
determined by the Committee in good faith.
The "Effective Date" has the meaning set forth in Section 3.
The "Exchange Act" has the meaning set forth in Section 13(b).
The "Fair Market Value" means the mean between the highest and
lowest reported sales prices of the Common Stock on the NYSE
Composite Tape or, if not listed on such exchange, on any other
national securities exchange on which the Common Stock is listed
or on NASDAQ on the last trading day prior to the date with
respect to which the Fair Market Value is to be determined.
"Participant" has the meaning set forth in Section 4.
"Payment Time" means the time when a Stock Retainer is payable to
a Participant pursuant to Section 5 (without regard to the effect
of any Deferral Election).
"Stock Retainer" has the meaning set forth in Section 5.
"Third Anniversary" has the meaning set forth in Section 6.
3. EFFECTIVE DATE OF THE PLAN
The Plan shall be effective as of the date of the Meeting that
occurs in 1997 (the "Effective Date"), provided that it is
approved by the shareholders at such Meeting.
4. ELIGIBILITY
*Each individual who is a Director or Consultant on the Effective
Date and each individual who becomes a Director or Consultant
thereafter during the term of the Plan, shall be a participant
("Participant") in the Plan, in each case during such period as
such individual remains a Director or Consultant and is not an
employee of the Company or any of its subsidiaries. Each credit
of shares of Common Stock pursuant to the Plan shall be evidenced
by a written agreement duly executed and delivered by or on
behalf of the Company and a Participant, if such an agreement is
required by the Company to assure compliance with all applicable
laws and regulations.
5. GRANTS OF SHARES
Commencing on the Effective Date, the amount for service to
directors or consultants shall instead be payable in shares of
Common Stock (the "Stock Retainer") pursuant to this Plan.
6. DEFERRAL ELECTION
From and after the Effective Date, a Participant may make an
election (a "Deferral Election") on an annual basis to defer
delivery of the Stock Retainer specifying which one of the
following way the Stock Retainer is to be delivered: (a) on the
date which is three years after the date of the Meeting for which
it was originally payable (the "Third Anniversary"), (b) on the
date upon which the Participant ceases to be a Director or
Consultant for any reason (the "Departure Date") or (c) in five
equal annual installments commencing on the Departure Date (the
"Third Anniversary" and the "Departure Date" each being referred
to herein as a "Delivery Date"). Such Deferral Election shall
remain in effect for each Subsequent Year unless changed,
provided that, any Deferral Election with respect to a particular
Year may not be changed less than six months prior to the
beginning of such Year and provided, further, that no more than
one Deferral Election or change thereof may be made in any Year.
Any Deferral Election and any change or revocation thereof shall
be made by delivering written notice thereof to the Committee no
later than six months prior to the beginning of the Year in which
it is to be effected; provided that, with respect to the Year
beginning on the Effective Date, any Deferral Election or
revocation thereof must be delivered no later than the close of
business on the 30th day prior to the 1997 Meeting.
7. DEFERRED STOCK ACCOUNTS
The Company shall maintain a Deferred Stock Account for each
Participant who makes a Deferral Election to which shall be
credited, as of the applicable Payment Time, the number of shares
of Common Stock payable pursuant to the Stock Retainer to which
the Deferral Election relates. So long as any amounts in such
Deferred Stock Account have not been delivered to the Participant
under Section 8, each Deferred Stock Account shall be credited as
of the payment date for any dividend paid or other distribution
made with respect to the Common Stock, with a number of shares of
Common Stock equal to (a) the number of shares of Common Stock
shown in such Deferred Stock Account on the record date for such
dividend or distribution multiplied by (b) the Dividend
Equivalent for such dividend or distribution.
8. DELIVERY OF SHARES
(a) The shares of Common Stock in a Participant's Deferred Stock
Account with respect to any Stock Retainer for which a Deferral
Election has been made (together with dividends attributable to
such shares credited to such Deferred Stock Account) shall be
delivered in accordance with this Section 8 as soon as
practicable after the applicable Delivery Date. Except with
respect to a Deferral Election pursuant to Section 6(c), such
shares shall be delivered at one time; provided that, if the
number of shares so delivered includes a fractional share, such
number shall be rounded to the nearest whole number of shares. If
the Participant has in effect a Deferral Election pursuant to
Section 6(c), then such shares shall be delivered in five equal
annual installments (together with dividends attributable to such
shares credited to such Deferred Stock Account), with the first
such installment being delivered on the first anniversary of the
Delivery Date; provided that, if in order to equalize such
installments, fractional shares would have to be delivered, such
installments shall be adjusted by rounding to the nearest whole
share. If any such shares are to be delivered after the
Participant has died or become legally incompetent, they shall be
delivered to the Participant's estate or legal guardian, as the
case may be, in accordance with the foregoing; provided that, if
the Participant dies with a Deferral Election pursuant to Section
6(c) in effect, the Committee shall deliver all remaining
undelivered shares to the Participant's estate immediately.
References to a Participant in this Plan shall be deemed to refer
to the Participant's estate or legal guardian, where appropriate.
(b) The Company may, but shall not be required to, create a
grantor trust or utilize an existing grantor trust (in either
case, the "Trust") to assist it in accumulating the shares of
Common Stock needed to fulfill its obligations under this
Section 8. However, Participants shall have no beneficial or
other interest in the Trust and the assets thereof, and their
rights under the Plan shall be as general creditors of the
Company, unaffected by the existence or nonexistence of the
Trust, except that deliveries of Stock Retainers to Participants
from the Trust shall, to the extent thereof, be treated as
satisfying the Company's obligations under this Section 8.
9. SHARE CERTIFICATES; VOTING AND OTHER RIGHTS
The certificates for shares delivered to a Participant pursuant
to Section 8 above shall be issued in the name of the
Participant, and from and after the date of such issuance the
Participant shall be entitled to all rights of a shareholder with
respect to Common Stock for all such shares issued in his or her
name, including the right to vote the shares, and the Participant
shall receive all dividends and other distributions paid or made
with respect thereto.
10. GENERAL RESTRICTIONS
(a) Notwithstanding any other provision of the Plan or
agreements made pursuant thereto, the Company shall not be
required to issue or deliver any certificate or certificates for
shares of Common Stock under the Plan prior to fulfillment of all
of the following conditions:
(i) Listing or approval for listing upon official notice of
issuance of such shares on the New York Stock Exchange, Inc., or
such other securities exchange as may at the time be a market for
the Common Stock;
(ii) Any registration or other qualification of such shares
under any state or federal law or regulation, or the maintaining
in effect of any such registration or other qualification which
the Committee shall, upon the advice of counsel, deem necessary
or advisable; and
(iii) Obtaining any other consent, approval, or permit from any
state or federal governmental agency which the Committee shall,
after receiving the advice of counsel, determine to be necessary
or advisable.
(b) Nothing contained in the Plan shall prevent the Company from
adopting other or additional compensation arrangements for the
Participants.
11. SHARES AVAILABLE
Subject to Section 12 below, the maximum number of shares of
Common Stock which may in the aggregate be paid as Stock
Retainers pursuant to the Plan is 5,000,000. Shares of Common
Stock issueable under the Plan may be taken from treasury shares
of the Company or purchased on the open market.
12. ADJUSTMENTS; CHANGE OF CONTROL
(a) In the event that there is, at any time after the Board
adopts the Plan, any change in corporate capitalization, such as
a stock split, combination of shares, exchange of shares,
warrants or rights offering to purchase Common Stock at a price
below its fair market value, reclassification, or
recapitalization, or a corporate transaction, such as any merger,
consolidation, separation, including a spin-off, or other
extraordinary distribution of stock or property of the Company,
any reorganization (whether or not such reorganization comes
within the definition of such term in Section 368 of the Code) or
any partial or complete liquidation of the Company (each of the
foregoing a "Transaction"), in each case other than any such
Transaction which constitutes a Change of Control (as defined
below), (i) the Deferred Stock Accounts shall be credited with
the amount and kind of shares or other property which would have
been received by a holder of the number of shares of Common Stock
held in such Deferred Stock Account had such shares of Common
Stock been outstanding as of the effectiveness of any such
Transaction, (ii) the number and kind of shares or other property
subject to the Plan shall likewise be appropriately adjusted to
reflect the effectiveness of any such Transaction and (iii) the
Committee shall appropriately adjust any other relevant
provisions of the Plan and any such modification by the Committee
shall be binding and conclusive on all persons.
(b) If the shares of Common Stock credited to the Deferred Stock
Accounts are converted pursuant to Section 12(a) into another
form of property, references in the Plan to the Common Stock
shall be deemed, where appropriate, to refer to such other form
of property, with such other modifications as may be required for
the Plan to operate in accordance with its purposes. Without
limiting the generality of the foregoing, references to delivery
of certificates for shares of Common Stock shall be deemed to
refer to delivery of cash and the incidents of ownership of any
other property held in the Deferred Stock Accounts.
(c) In lieu of the adjustment contemplated by Section 12(a), in
the event of a Change of Control, the following shall occur on
the date of the Change of Control: (i) the shares of Common
Stock held in each Participant's Deferred Stock Account shall be
deemed to be issued and outstanding as of the Change of Control;
(ii) the Company shall forthwith deliver to each Participant who
has a Deferred Stock Account all of the shares of Common Stock or
any other property held in such Participant's Deferred Stock
Account; and (iii) the Plan shall be terminated.
(d) For purposes of this Plan, Change of Control shall mean any
of the following events:
(i) The acquisition by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) (a
"Person") of beneficial ownership (within the meaning of Rule 13d-
3 promulgated under the Exchange Act) of 20% or more of either
(a) the then outstanding shares of common stock of the Company
(the "Outstanding Company Common Stock") or (b) the combined
voting power of the then outstanding voting securities of the
Company entitled to vote generally in the election of directors
(the "Outstanding Company Voting Securities"); provided, however,
that the following acquisitions shall not constitute a Change of
Control: (a) any acquisition directly from the Company
(excluding an acquisition by virtue of the exercise of a
conversion privilege unless the security being so converted was
itself acquired directly from the Company), (b) any acquisition
by the Company, (c) any acquisition by any employee benefit plan
(or related trust) sponsored or maintained by the Company or any
corporation controlled by the Company or (d) any acquisition by
any corporation pursuant to a reorganization, merger or
consolidation, if, following such reorganization, merger or
consolidation, the conditions described in clauses (a), (b) and
(c) of paragraph (iii) of this Section 12(d) are satisfied; or
(ii) Individuals who, as of the date hereof, constitute the
Board of Directors of the Company (the "Board" and, as of the
date hereof, the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board; provided, however,
that any individual becoming a director subsequent to the date
hereof whose election, or nomination for election by the
Company's shareholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board
shall be considered as though such individual were a member of
the Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result
of either an actual or threatened election contest (as such terms
are used in Rule 14a-11 of Regulation 14A promulgated under the
Exchange Act) or other actual or threatened solicitation of
proxies or consents by or on behalf of a Person other than the
Board; or
(iii) Approval by the shareholders of the Company of a
reorganization, merger, binding share exchange or consolidation,
unless, following such reorganization, merger, binding share
exchange or consolidation (a) more than 60% of, respectively, the
then outstanding shares of common stock of the corporation
resulting from such reorganization, merger, binding share
exchange or consolidation and the combined voting power of the
then outstanding voting securities of such corporation entitled
to vote generally in the election of directors is then
beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding Company
Common Stock and Outstanding Company Voting Securities
immediately prior to such reorganization, merger, binding share
exchange or consolidation in substantially the same proportions
as their ownership, immediately prior to such reorganization,
merger, binding share exchange or consolidation, of the
Outstanding Company Common Stock and Outstanding Company Voting
Securities, as the case may be, (b) no Person (excluding the
Company, any employee benefit plan (or related trust) of the
Company or such corporation resulting from such reorganization,
merger, binding share exchange or consolidation and any Person
beneficially owning, immediately prior to such reorganization,
merger, binding share exchange or consolidation, directly or
indirectly, 20% or more of the Outstanding Company Common Stock
or Outstanding Company Voting Securities, as the case may be)
beneficially owns, directly or indirectly, 20% or more of,
respectively, the then outstanding shares of common stock of the
corporation resulting from such reorganization, merger, binding
share exchange or consolidation or the combined voting power of
the then outstanding voting securities of such corporation
entitled to vote generally in the election of directors and (c)
at least a majority of the members of the board of directors of
the corporation resulting from such reorganization, merger,
binding share exchange or consolidation were members of the
Incumbent Board at the time of the execution of the initial
agreement providing for such reorganization, merger, binding
share exchange or consolidation; or
(iv) Approval by the shareholders of the Company of (a) a
complete liquidation or dissolution of the Company or (b) the
sale or other disposition of all or substantially all of the
assets of the Company, other than to a corporation, with respect
to which following such sale or other disposition, (x) more than
60% of, respectively, the then outstanding shares of common stock
of such corporation and the combined voting power of the then
outstanding voting securities of such corporation entitled to
vote generally in the election of directors is then beneficially
owned, directly or indirectly, by all or substantially all of the
individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities immediately prior to such
sale or other disposition in substantially the same proportion as
their ownership, immediately prior to such sale or other
disposition, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be, (y) no
Person (excluding the Company and any employee benefit plan (or
related trust) of the Company or such corporation and any Person
beneficially owning, immediately prior to such sale or other
disposition, directly or indirectly, 20% or more of the
Outstanding Company Common Stock or Outstanding Company Voting
Securities, as the case may be) beneficially owns, directly or
indirectly, 20% or more of, respectively, the then outstanding
shares of common stock of such corporation and the combined
voting power of the then outstanding voting securities of such
corporation entitled to vote generally in the election of
directors and (z) at least a majority of the members of the board
of directors of such corporation were members of the Incumbent
Board at the time of the execution of the initial agreement or
action of the Board providing for such sale or other disposition
of assets of the Company.
13. ADMINISTRATION; AMENDMENT AND TERMINATION
(a) The Plan shall be administered by a committee consisting of
three members who shall be the Chief Executive Officer, the Chief
Financial Officer and the Senior Vice President - Human Resources
or such other senior executive officers or other directors who
are not Participants as may be designated by the Chief Executive
Officer (the "Committee"), which shall have full authority to
construe and interpret the Plan, to establish, amend and rescind
rules and regulations relating to the Plan, and to take all such
actions and make all such determinations in connection with the
Plan as it may deem necessary or desirable. (b) The Board may
from time to time make such amendments to the Plan, including to
preserve or come within any exemption from liability under
Section 16(b) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), as it may deem proper and in the best
interest of the Company without further approval of the Company's
stockholders, provided that, to the extent required under New
York law or to qualify transactions under the Plan for exemption
under Rule 16b-3 promulgated under the Exchange Act, no amendment
to the Plan shall be adopted without further approval of the
Company's stockholders and, provided, further, that if and to the
extent required for the Plan to comply with Rule 16b-3
promulgated under the Exchange Act, no amendment to the Plan
shall be made more than once in any six-month period that would
change the amount, price or timing of the grants of Common Stock
hereunder other than to comport with changes in the Internal
Revenue Code of 1986, as amended, the Employee Retirement Income
Security Act of 1974, as amended, or the regulations thereunder.
(c) The Board may terminate the Plan at any time by a vote of a
majority of the members thereof.
14. MISCELLANEOUS
(a) Nothing in the Plan shall be deemed to create any obligation
on the part of the Board to nominate any Director for reelection
by the Company's shareholders or to limit the rights of the
shareholders to remove any Director.
(b) The Company shall have the right to require, prior to the
issuance or delivery of any shares of Common Stock pursuant to
the Plan, that a Participant make arrangements satisfactory to
the Committee for the withholding of any taxes required by law to
be withheld with respect to the issuance or delivery of such
shares, including without limitation by the withholding of shares
that would otherwise be so issued or delivered, by withholding
from any other payment due to the Participant, or by a cash
payment to the Company by the Participant.
15. GOVERNING LAW
The Plan and all actions taken thereunder shall be governed by
and construed in accordance with the laws of the State of Nevada
___________________________
Jan Olivier, President
Bio Florescent Technologies, Inc.
John T. Moran
301 Palm Trail
Delray Beach, Florida 33483
February 1, 1999
Ranes International Holdings, Inc.
6400 East Jackrabbit Road
Paradise Valley, Arizona 85253
Attention: Jan Olivier, President
Gentlemen:
I am writing to confirm the terms of our agreement regarding
my purchase of shares of the common stock, $.001 par value (the
"Common Stock") of Ranes International Holdings, Inc. (the
"Company") and warrants to purchase shares of Common Stock, and
my payment of the purchase price therefor by my prior rendition
of the services described in this Consulting Agreement and Plan
of Compensation.
1. I hereby subscribe for (a) 300,000 shares of Common Stock
(the "Shares") and (b) a one year warrant to purchase 300,000
shares at an exercise price of $3.00 and a two year warrant for
300,000 shares of Common Stock at an exercise price of $4.00 (the
"Warrants"). I agree to pay the sum of $100,000 in
consideration for the issuance of the Shares to me and I agree to
pay the sum of $500 in consideration for the issuance of the
Warrants to me. The Warrants shall be in the form annexed
hereto as Exhibit A.
2. You hereby acknowledge that I have paid the aggregate amount
of such sums, i.e. $100,500 (the "Purchase Price"), by my prior
rendition to you of corporate advisory services, including
general business and financial analysis, having an aggregate
value equal to the Purchase Price.
It is expressly understood that (a) the services I heretofore
provided hereunder specifically excluded any activities involving
any effort by the Company to raise capital; and (b) in the event
that the Company may call upon me in the future to render
assistance to it with respect to any transaction to raise capital
undertaken by it, the compensation to be paid to me in connection
therewith shall be the subject of a separate agreement with which
the Company and I will enter into at the appropriate time.
3. It is further expressly understood that (a) at the time for
delivery of the Shares to me (which such delivery shall take
place not later than 30 days from the date hereof), and (b) upon
my full payment of the exercise price due and owing with respect
to any of the Warrants that I may timely exercise at the time of
delivery of the shares of Common Stock underlying the Warrants
(the "Warrant Shares") to me, such Shares and Warrant Shares
shall be fully paid, non-assessable, and freely tradable under
U.S. and applicable state securities laws. I represent to the
Company as follows:
(i) I an acquiring the Shares and Warrants solely for my
own account.
(ii) I am an "accredited investor" (as that term is
defined in rule 501 of Regulation D under the Securities Act
of 1933 (the "Act")). I have received and read all
information and documentation as I deemed appropriate with
regard to the Company and its securities. I have relied on
nothing other than this Agreement and said information and
documentation in deciding whether to enter into the
transactions contemplated by this Agreement. I acknowledge
that I have been given the opportunity to ask questions and
receive satisfactory answers concerning this Agreement, the
operations and financial condition of the Company and the
accuracy of the information provided by the Company to me.
(iii) I have no intention of distributing or reselling the
Shares, Warrants, the Warrant Shares, or any part thereof,
or interest therein, in any transaction which would be in
violation of the securities laws of the United States of
America or any state securities laws.
(iv) If I desire to sell or otherwise dispose of all or any
part of the Shares or Warrant Shares (other than pursuant to
an effective registration statement under the Act or a sale
or other disposition made pursuant to Rule 144), if
requested by the Company, I will deliver to the Company an
opinion of counsel, reasonably satisfactory in form and
substance to the Company and its counsel, that such
exemption is available. Upon original issuance thereof, and
until such time as the same is no longer required under the
applicable requirements of the Act, the certificates
evidencing the Shares and Warrants (and all certificates
issued in exchange therefor or substitution thereof) shall
bear the following legend:
" THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS, SUCH
SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF
REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR
SUCH LAWS:"
4. Nothing is this Agreement shall be considered to create the
relationship of employer and employee between the parties hereto.
I shall be deemed at all times to be an independent contractor,
without the power or authority to bind the Company in any manner.
5. The Company agrees that it will indemnify and hold me harmless
for and against any and all loses, claims, damages and
liabilities, joint or several (including all legal or other
expenses reasonably incurred by me in connection with the
preparation for or defense of any claim, action or proceeding
whether or not resulting in any liability), to which I may become
subject under any applicable Federal or state law or otherwise
caused by or arising out of any transaction covered by this
agreement as to which I rendered services to the Company
hereunder. However, if any of the aforementioned losses or
claims are the result of my actions, I agree that I will not be
indemnified.
6. Promptly after receipt by me of notice of any claim or the
commencement of any action or proceeding with respect to which I
am entitled to indemnification hereunder, I will notify the
Company in writing of such claim or of the commencement of such
action or proceeding, and the company will employ counsel
reasonably satisfactory to me and will pay the fees and expenses
of such counsel. Notwithstanding the preceding sentence, I will
be entitled to employ counsel separate from counsel for the
Company and from an other party in such action if a conflict of
interest exists which makes representation by the Company's
appointed counsel not appropriate. In such event, the
reasonable fees and disbursements of such separate counsel will
be paid by the Company.
7. The Company agrees to notify me promptly of the assertion
against it or any person of any claim or the commencement of any
action or proceedings relating to a transaction arising out of
the services provided by me pursuant to this agreement.
8. This agreement sets forth the entire understanding of the
parties with respect to the subject matter hereof, supersedes all
existing agreements between us concerning such subject matter,
and may be modified only by a written instrument duly executed by
each party.
9. Any waiver by either party of a breach of any provision of
this letter shall not operate or as or be construed to be a
waiver of any other breach of such provision of any breach of any
other provision of this letter. This agreement shall be binding
upon and inure to the benefit of each of the parties and their
respective successors and assigns.
10. The covenants, agreements, representations, and warranties
contained in or made pursuant to this letter agreement shall
survive the termination of my engagement hereunder, irrespective
of any investigation made by or on behalf of any party.
11. Any notice or other communication required or permitted to be
given hereunder shall be in writing and shall be delivered by
next-day courier (FedEx, UPS, etc.), by certified mail, and
return receipt requested, or by hand against receipt to the party
to whom it is to be given at the address of such party set forth
at the beginning of this letter agreement (or to such other
address as the party shall have furnished in writing in
accordance with the provisions of this Section 11). All such
notices shall be deemed to have been given on the date of receipt
thereof by the addressee, or on the date of attempted delivery
thereof, if acceptance of such delivery is refused for and reason
by the addressee.
12. This letter agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
It shall be governed by, and construed in accordance with, the
laws of the State of Louisiana, without giving effect to conflict
of laws.
IN WITNESS WHEREOF, the parties have duly executed this letter as
of the date first above written.
Very truly yours,
/s/ John T. Moran
John T. Moran
AGREED TO AND ACKNOWLEDGED:
Ranes International Holdings, Inc.
By:/s/ Jan Olivier
Jan Olivier, President
Shawn F. Hackman, a P.C.
3360 West Sahara Avenue, Suite 200
Las Vegas, Nevada 89102
March 4, 1999
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Ranes International Holdings, Inc.
1997 Incentive Compensation Program
Dear Sir/Madame:
We have acted as counsel to Ranes International Holdings,
Inc., a Nevada corporation ("Company"), formerly known as Bio
Fluorescent Technologies, Inc., in connection with its
Registration Statement on Form S-8 relating to the registration
of 300,000 shares of its common stock ("Shares"), $0.001 par
value per Share, a one year warrant to purchase 300,000 Shares at
an exercise price of $3.00, and a two year warrant to purchase
300,000 Shares at an exercise price of $4.00. The Shares are
issuable pursuant to the Company's 1997 Incentive Compensation
Plan ("Plan"), and a Consulting Agreement and Plan of
Compensation.
In our representation we have examined such documents,
corporate records, and other instruments as we have deemed
necessary or appropriate for purposes of this opinion, including,
but not limited to, the Articles of Incorporation and Bylaws of
the Company.
Based upon the foregoing, it is our opinion that the Company
is duly organized and validly existing as a corporation under the
laws of the State of Nevada, and that the Shares, when issued and
sold in accordance with the terms of the Plan, will be validly
issued, fully paid, and non-assessable.
We hereby consent to the use of this opinion as an exhibit
to the Registration Statement.
Sincerely,
/s/ Shawn F. Hackman
Shawn F. Hackman, Esq.
J. Paul Kenote Certified Public Accountant, P.C.
1618 S.W. First Avenue, Suite 215
Portland, Oregon 97201
March 5, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Ranes International Holdings, Inc. 1997 Incentive
Compensation Program
Ladies and Gentlemen:
As certified public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
report dated February 15, 1998 in Ranes International Holdings,
Inc. Form 10-KSB for the year ended December 31, 1997, and to all
references to our Firm included in this registration statement.
Sincerely,
J. PAUL KENOTE, CPA, P.C.
/s/ J. Paul Kenote
J. Paul Kenote CPA
