SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
REAL GOODS TRADING CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
CALIFORNIA NO. 68-0227324
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
3440 AIRWAY DRIVE, SUITE E
SANTA ROSA, CALIFORNIA 95403-2065
(Address of Principal Executive Offices - Zip Code)
REAL GOODS TRADING CORPORATION THIRD AMENDED AND RESTATED
FISCAL 1993 STOCK INCENTIVE PLAN
(1,200,000 SHARES OF COMMON STOCK)
REAL GOODS TRADING CORPORATION SECOND AMENDED AND RESTATED
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN (100,000 SHARES OF
COMMON STOCK)
(Full Title of the Plans)
JOHN SCHAEFFER
3440 AIRWAY DRIVE, SUITE E
SANTA ROSA, CALIFORNIA 95403-2065
(Name and Address of Agent for Service)
(707) 542-2600
(Telephone Number, Including Area Code,
of Agent For Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Title of Maximum Proposed
Securities Amount Offering Maximum Amount of
to be to be Price Per Offering Registration
Registered Registered Share Price (1) Fee
<S> <C> <C> <C> <C>
Common 1,300,000 $5.00 $6,500,000 $834.00
Stock,
without par
value
</TABLE>
(1) Plus such additional number of shares as may be required
pursuant to the option plan in the event of a stock dividend,
split-up, merger, consolidation, recapitalization, combination or
reclassification of shares or other similar event.
</PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
This Post-Effective Amendment No. 1 to the Registration Statement
on Form S-8 (333-15991) amends and restates Part II, Item 8 as
follows:
Item 8.Exhibits
Exhibit
Number Description
4.1 Real Goods Trading Corporation Third Amended and
Restated Fiscal 1993 Stock Incentive Plan
4.2* Real Goods Trading Corporation Second Amended and
Restated Non-Employee Directors' Stock Option Plan
5 Opinion of Coblentz, Patch, Duffy & Bass, LLP as to the
legality of the securities being registered.
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Coblentz, Patch, Duffy & Bass, LLP (included
in Exhibit 5)
24* Power of Attorney
* Previously Filed
SIGNATURES
Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing
this Post-Effective Amendment No. 1 to 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 Santa
Rosa, State of California, on November 19, 1999.
[S]LES SEELY
Les Seely
Chief Financial Officer
</PAGE>
Pursuant to the requirements of the Securities Act, this
Post-Effective Amendment No. 1. to the Registration Statement has
been signed by the following persons in the capacities indicated
below on November 19, 1999.
[S]JOHN LENSER
John Lenser
Director
[S]BARRY REDER
Barry Reder
Director
[S]SAM SALKIN
Sam Salkin
Director
[S]JOHN SCHAEFFER
John Schaeffer
Chief Executive Officer
Director
[S]STEPHEN MORRIS
Stephen Morris
Director
INDEX TO EXHIBITS
Exhibit
Number Description
4.1 Real Goods Trading Corporation Third Amended and
Restated Fiscal 1993 Stock Incentive Plan
4.2* Real Goods Trading Corporation Second Amended and
Restated Non-Employee Directors' Stock Option Plan
5 Opinion of Coblentz, Patch, Duffy & Bass, LLP as to the
legality of the securities being registered.
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Coblentz, Patch, Duffy & Bass, LLP (included
in Exhibit 5)
24* Power of Attorney
* Previously Filed
EXHIBIT 4.1
REAL GOODS TRADING CORPORATION
THIRD AMENDED AND RESTATED FISCAL 1993 STOCK INCENTIVE PLAN
REAL GOODS TRADING CORPORATION
THIRD AMENDED AND RESTATED
FISCAL 1993 STOCK INCENTIVE PLAN
TABLE OF CONTENTS
PAGE
1. Name and Purpose. 1
2. Definitions. 1
3. Administration of the Plan. 2
4. Stock Subject to the Plan. 3
5. Eligibility. 3
6. The Option Price. 4
7. Terms and Conditions of Options. 4
8. Terms and Conditions of Stock Bonuses. 5
9. Use of Proceeds. 6
10. Amendment, Suspension or Termination of the Plan. 6
11. Assignability. 6
12. Investment Purpose. 7
13. Indemnification. 7
14. Miscellaneous. 8
</PAGE>
REAL GOODS TRADING CORPORATION
THIRD AMENDED AND RESTATED
FISCAL 1993 STOCK INCENTIVE PLAN
1. NAME AND PURPOSE.
a. This plan is the REAL GOODS TRADING CORPORATION THIRD
AMENDED AND RESTATED FISCAL 1993 STOCK INCENTIVE PLAN,
hereinafter referred to as the "Plan."
b. The purpose of the Plan is to provide incentives to
employees, officers, directors, and consultants of the
Company for efforts and achievements on behalf of the
Company. Under the Plan, eligible employees, officers,
directors and consultants may be awarded Stock Bonuses,
and may be given an opportunity to purchase shares of the
Stock of the Company pursuant to options which may or may
not be designated as "incentive stock options" under
Section 422 of the Code (as defined below). Prior to
February 10, 1994, this Plan was intended to comply with
the provisions of Rule 701 promulgated under the
Securities Act of 1933 (the "Act") pursuant to which
certain offers and sales are exempt from the provisions of
Section 5 of the Act by virtue of Section 3(b) of the Act.
</PAGE>
2. DEFINITIONS. For purposes of interpreting the Plan and
related documents, the following terms shall have the meanings
set forth below.
a. "Affiliates." Parent or subsidiary corporations of the
Company as such terms are defined for purposes of Section
422 of the Code.
b. "Board." The Board of Directors of the Company.
c. "Board Member." A member of the Board
d. "Code." The Internal Revenue Code of 1986, as amended.
e. "Company." Real Goods Trading Corporation, a California
corporation and its Affiliates, if any.
f. "Disability." A disability which prevents Optionee from
performing duties on behalf of the Company as such term is
defined in Section 22(e)(3) of the Code.
g. "Expiration Date." The last day on which an Option may be
exercised, subject to the provisions of Section 7.6 of
this Plan which provides for expiration of Options prior
to the Expiration Date in the event of termination of
Optionee's employment, or cessation of Optionee's
consulting arrangement or status as a member of the Board
of the Company prior to the Expiration Date.
</PAGE>
h. "Fair Market Value." A value for each share of Stock
determined as follows: If the Stock is listed on the
Pacific, American or New York Stock Exchange or the NASDAQ
National Market System, the mean of the high and low sale
prices of the Stock on such Exchange as of the effective
date of the Fair Market Value determination, or, if there
was no trading on that date, on the last date on which
there was trading, may be considered to be the Fair Market
Value of such Stock. During such time as the Stock is not
listed on any of the aforesaid Exchanges or the NASDAQ
National Market System and is publicly traded, its Fair
Market Value may be considered to be the mean between the
closing bid and asked quotations in the over-the-counter
market on the determination date, as reported by the
National Association of Securities Dealers, Inc. Where,
however, the Stock is not publicly traded or listed or
such market quotations are unavailable or not reflective
of actual transactions, or where they do not, in the
opinion of the Board of Directors, accurately reflect the
true value of the Stock, the Board may use any method it
deems reasonable to ascertain the Fair Market Value of the
Stock.
i. "Grant Date." The date on which the Board takes effective
action to grant an Option hereunder or to grant a Stock
Bonus hereunder unless the Board specifies a later Grant
Date on which the Board's action is to be effective.
j. "Incentive Stock Option." An option which qualifies for
tax treatment under Section 422 of the Code.
k. "Option." Any right to purchase one or more shares of
Stock pursuant to this Plan.
l. "Optionee." Any recipient of a grant of an Option.
m. "Option Period." The period commencing on the Grant Date
and ending on the Expiration Date during which an Option
may be exercised, subject to vesting provisions included
in the Stock Option Agreement or earlier expiration of the
Option pursuant to Section 7.6 of this Plan.
n. "Option Price." The purchase price for each share of
Stock subject to an Option.
o. "Recipient." Any recipient of a grant of a Stock Bonus.
p. "Restricted Stock Agreement." The written notice and
agreement provided by the Company to each Recipient
setting forth the terms of a Stock Bonus.
q. "Stock." The common stock of the Company.
r. "Stock Bonus." Stock transferred to a Recipient in
exchange for cash paid or services rendered by Recipient
or in exchange for cash or cash equivalent consideration
at a discount determined by the Board, other than Stock
transferred pursuant to an Option.
</PAGE>
s. "Stock Option Agreement." An agreement evidencing the
grant of an Option hereunder and the terms of the Option
so granted.
3. ADMINISTRATION OF THE PLAN.
a. The Plan shall be administered by the Board.
b. The Board shall administer the Plan in accordance with the
requirements of the Regulations promulgated under the
California Corporate Securities Law of 1968, including
without limitation, Sections 260.140.41 and 260.140.42
thereof.
c. The Board may from time to time determine which employees,
officers, directors or consultants of the Company shall be
granted Options under the Plan, the terms and conditions
thereof, and the number of shares for which an Option or
Options shall be granted.
d. The Board may from time to time determine which employees,
officers or directors of the Company shall be granted
Stock Bonuses under the Plan, the terms and conditions
thereof, and the number of the shares to be granted.
e. The Board is authorized to establish such rules and
regulations consistent with provisions of the Plan as it
may deem appropriate for the proper administration of the
Plan, and to make such interpretations of and
determinations under the Plan, and to take such steps in
connection with the Plan or the Options granted thereunder
as it may deem necessary or advisable. The interpretation
by the Board of any provision of the Plan or any Option
granted pursuant thereto shall be final, binding and
conclusive.
4. STOCK SUBJECT TO THE PLAN.
a. Options and Stock Bonuses may be granted under the Plan
from time to time to employees, officers, directors or
consultants of the Company for an aggregate of not more
than 1,200,000 shares of Stock. If an Option is
surrendered for any reason (except for exercise), or
otherwise ceases to be exercisable in whole or in part,
the shares of Stock which were subject to such Option but
as to which the Option had not been exercised shall
continue to be available for grant under the Plan.
b. If there is any change in the Stock subject to the Plan or
in the Stock subject to any Option granted hereunder,
through merger, consolidation, reorganization,
recapitalization, reincorporation, stock split, stock
dividend, or other change in the corporate structure of
the Company, appropriate adjustments shall be made by the
Board in the aggregate number of shares of Stock subject
to the Plan and in the number of shares of Stock and the
Option Price subject to outstanding Options in order to
preserve, but not to increase, the benefits of the
Optionee.
c. If the Company is not a surviving corporation following
any merger, consolidation, or reorganization, the Board
shall (i) make arrangements with the successor corporation
</PAGE>
(or its affiliate) for assumption of outstanding Options
or substitution of equivalent Options by such successor
corporation, or (ii) terminate the exercisability of
outstanding unexpired Options. If Options are assumed or
substituted, the Board shall have authority to make
arrangements with the successor corporation which shall be
binding on Participants for substitution of new Options
for any unexpired Options granted under this Plan.
5. ELIGIBILITY.
Persons eligible for grant of Options or grant of Stock
Bonuses provided for by the Plan are such employees, officers,
directors, and consultants of the Company as the Board shall
designate from time to time. Persons who are not employed as
regular salaried officers or employees of the Company (including
members of the Board of the Company who are not regular salaried
employees and consultants) are not eligible to receive Options
intended to qualify as Incentive Stock Options.
6. THE OPTION PRICE.
The Option Price of the Stock covered by each Option intended to
qualify as an Incentive Stock Option shall not be less than the
Fair Market Value of such Stock on the first business day prior
to the Grant Date. The Option Price for Options not intended to
qualify as Incentive Stock Options shall not be less than 85% of
the Fair Market Value of such Stock on the first business day
prior to the Grant Date. If any Option, whether or not
designated as an Incentive Stock Option, is granted to a person
possessing, as of the Grant Date, more than 10% of the
outstanding Stock (or the outstanding voting stock of any
Affiliate), the Option Price shall not be less than 110% of the
Fair Market Value of the Stock on the first business day prior to
the Grant Date. Such prices shall be subject to adjustment as
provided in Section 4.2 hereof.
7. TERMS AND CONDITIONS OF OPTIONS.
a. Each Option granted pursuant to the Plan shall be
evidenced by a Stock Option Agreement executed by the
Company and the Optionee. If an Optionee fails to execute
a Stock Option Agreement within the time prescribed by the
Board, the Option evidenced thereby shall become void and
of no effect.
</PAGE>
b. The Option Period of each Option shall be for no more than
ten years from the Grant Date; provided, however, that the
Option Period of any Option designated as an Incentive
Stock Option granted to any person possessing, as of the
Grant Date, more than 10% of the outstanding Stock (or the
outstanding voting stock of any Affiliate), shall be no
more than five years from the Grant Date.
c. Payment of the exercise price upon exercise of any Option
granted under this Plan shall be made in cash, check or
money order, in the amount of the applicable Option Price
multi-plied by the number of shares of Stock subject to
such exercise; provided, however, that the Board, in its
sole discretion, may provide that an Optionee may pay the
Option Price in whole or in part with shares of Stock or
notes by expressly permitting such payment in the Stock
Option Agreement. Any notes used to exercise Options
shall be full recourse, interest-bearing obligations
containing such terms as the Board shall determine. Any
Stock used to exercise Options shall be valued at its Fair
Market Value on the date of exercise of the Option.
d. An Option granted under this Plan shall be treated as an
Incentive Stock Option only to the extent that the
aggregate Fair Market Value of all Stock with respect to
which Incentive Stock Options first become exercisable
during a calendar year does not exceed $100,000. For
purposes of this provision, all Incentive Stock Options
outstanding under any plan of the Company shall be
aggregated, and Fair Market Value of Stock subject to
Options shall be determined as of the Grant Date of the
respective Options.
e. The Stock Option Agreement shall provide for vesting of
rights to exercise the Option with respect to not less
than 20% of the Stock subject to such Option per year for
each full year following the Grant Date.
f. Unless otherwise specified in the Stock Option Agreement,
in the case of an Optionee who is an employee of the
Company, in the event of termination of Optionee's
employment, the Option Period shall end on the earliest of
(i) the Expiration Date, (ii) the date one year after the
date of Optionee's termination by reason of Optionee's
death or Disability, or (iii) three months after the date
of Optionee's termination for any other reason. In no
event shall the Stock Option Agreement provide for early
termination of the Option Period less than six (6) months
following termination by reason of death or Disability or
less than 30 days for any other reason; provided, however,
that the Option Period shall in all circumstances expire
no later than ten (10) years from the date of grant
regardless of the amount of time passing from the event
causing termination.
g. The Stock Option Agreement shall require Optionee to make
satisfactory provision for withholding of any required
federal or state withholding taxes with respect to the
Option.
h. The Stock Option Agreement may contain such other terms,
provisions, and conditions as may be determined by the
Board (not inconsistent with this Plan) including, without
</PAGE>
limitation, provisions for repurchase of Stock purchased
pursuant to exercise of Options under terms permitted by
Section 260.140.41(k) of the Regulations promulgated under
the California Corporate Securities Law of 1968 or
provisions imposing, as a condition of exercise of the
Option, transfer restrictions or rights-of-first refusal
complying with any applicable provision of such
Regulations.
8. TERMS AND CONDITIONS OF STOCK BONUSES.
a. Stock transferred pursuant to a Stock Bonus may be
transferred in exchange for cash paid or services rendered
by the Recipient or in exchange for payment of cash or
cash equivalent consideration discounted below Fair
Market Value as determined by the Board.
b. Each Stock Bonus granted pursuant to the Plan shall be
evidenced by execution of a Restricted Stock Agreement by
the Recipient and the Company. The Restricted Stock
Agreement will set forth the terms of the Stock Bonus,
including, without limitation: (a) a vesting provision
which shall be at the rate of not less than 20% per year
for each full year following the Grant Date; (b) the cash
price, if any, to be paid for the Stock.
c. As a condition of receiving any Stock Bonus granted
hereunder, Recipient must:
i. execute the Restricted Stock Agreement in the form
provided by the Company and deliver it to the
Company; and
ii. make satisfactory provision with the Company for the
withholding, by payment of cash or by withholding
from Recipient's salary, of any federal or state
taxes required by law to be withheld with respect to
a Stock Bonus.
d. The Restricted Stock Agreement may contain such other
terms, provisions, and conditions as may be determined by
the Board (not inconsistent with this Plan) including,
without limitation, provisions for forfeiture or
repurchase of Stock received pursuant to a Stock Bonus
under terms permitted by Section 260.140.42(h) of the
Regulations promulgated under the California Corporate
Securities Law of 1968 or provisions imposing, as a
condition of receiving a Stock Bonus, transfer
restrictions or rights-of-first refusal complying with
any applicable provisions of such Regulations.
e. As soon as practicable after satisfaction of the
conditions, if any, set forth in the Plan and in the
Restricted Stock Agreement, the Company shall, without
transfer or issue tax and without any other incidental
expense to Recipient, issue the shares of Stock.
Notwithstanding the foregoing, the Company may retain any
share certificate evidencing a grant of a Stock Bonus but
shall deliver a receipt for such certification to the
Recipient. The Recipient may report such share
certificate(s) when the Stock Bonus is fully vested. If a
Recipient fails to meet the terms set forth in the
Restricted Stock Agreement within 30 days after the date
</PAGE>
of delivery of the Restricted Stock Agreement to
Recipient, the Stock Bonus shall be void and of no effect.
9. USE OF PROCEEDS.
Cash proceeds realized from the sale of Stock pursuant to
Options or Stock Bonuses granted under the Plan shall constitute
general funds of the Company.
10.AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN.
The Board may at any time suspend or terminate the Plan, and
may amend it from time to time in such respects as the Board may
deem advisable; provided, however, except as provided in Section
4.3 hereof, the Board shall not amend the Plan in the following
respects without the consent of stockholders then sufficient to
approve the Plan in the first instance: (a) to increase the
maximum number of shares subject to the Plan; (b) to change the
designation or class of employees eligible to receive options
under the Plan.
No Option or Stock Bonus may be granted during any suspension
or after the termination of the Plan, and no amendment,
suspension or termination of the Plan shall, without the
Optionee's consent, alter or impair any rights or obligations
under any Option theretofore granted under the Plan. This Plan
shall terminate on June 10, 2002 unless previously terminated by
the Board pursuant to this Section 10.
11.ASSIGNABILITY.
a. Except as provided below, each Option granted pursuant to
this Plan shall, during Optionee's lifetime, be
exercisable only by Optionee, and neither the Option nor
any right thereunder (including any stock appreciation
right) shall be transferable by Optionee by operation of
law or otherwise other than by will or the laws of
descent and distribution, and shall not be pledged or
hypothecated (by operation of law or otherwise) or subject
to execution, attachment or similar processes.
Notwithstanding anything to the contrary herein, if
permitted by the terms of the applicable Stock Option
Agreement, nonqualified Options (i.e., Options other than
Incentive Stock Options) may be transferred by an Optionee
to the following Permitted Transferees: (a) to a
</PAGE>
testamentary trust whose only life or term beneficiary
consists of a spouse and/or issue of an Optionee and whose
ultimate remainder interest is distributable only to the
issue or spouse of an Optionee; and (b) by inter vivos
gift or other transfer to a trust for the benefit of an
Optionee, an Optionee's issue and/or spouse of an
Optionee, provided that the ultimate remainder interest is
distributable only to the issue or spouse of an Optionee
(cumulatively, subparagraphs (a) and (b) shall be referred
to as "Permitted Transfers" and such persons or entities
as "Permitted Transferees"). For purposes of this Plan,
the term "issue" shall include natural children or issue,
or any adopted children or issue, provided that the
adopted child was a minor living with the adopting parent
at the time of the adoption. Any Permitted Transferee to
whom a nonqualified Option is transferred shall hold such
nonqualified Option and the Option Stock subject to all of
the terms of this Plan and the applicable Stock Option
Agreement.
b. Any right granted pursuant to a Stock Bonus granted
hereunder shall not be transferable by Recipient by
operation of law or otherwise.
12.INVESTMENT PURPOSE.
At the time of exercise of any Option or grant of any Stock
Bonus, the Board may, if it deems it necessary or desirable for
any reason connected with any securities law or regulation,
require, as a condition to the issuance of any Stock to Optionee
or Stock Bonus to Recipient, that Optionee or Recipient represent
in writing to the Company, on the Company's then standard form
used for that purpose, that it is Optionee's intention to acquire
the Stock for investment and not with a view to the distribution
thereof or that Optionee or Recipient agree to any other
appropriate restriction on transfer of the Stock. In the event
such a representation is required and made, no Stock shall be
issued unless and until the Company is satisfied with the
correct-ness of such representation and, in such event, the Board
may require that a legend be placed on the certificates
evidencing any Stock to be issued which legend shall disclose the
existence of an investment representation and such further
restrictions on transfer as may be imposed to comply with
applicable laws as the Board may deem appropriate to protect the
interest of the Company. The Company may also retain all Stock
issued and/or legend the Stock in each case to assure
implementation of the Company's right to repurchase the Stock
which may be referred to in the Restricted Stock Agreement.
</PAGE>
13.INDEMNIFICATION.
a. Each Board Member shall be indemnified and held harmless
by the Company against and from any and all loss, cost,
liability or expense that may be imposed upon or reasonably
incurred by such Board Member in connection with or
resulting from any claim, action, suit or proceeding to
which the Board Member may be a party or in which the Board
Member may be involved by reason of any action taken or
failure to act under this Plan, and against and from any
and all amounts paid by the Board Member (with the
Company's written approval) in the settlement thereof, or
paid by the Board Member in satisfaction of a judgment in
any such action, suit or proceeding except a judgment in
favor of the Company based upon a finding of the Board
Member's bad faith; subject, however, to the conditions
that upon the institution of any claim, action, suit or
proceeding against the Board Member, the Board Member shall
in writing give the Company an opportunity, at its own
expense, to handle and defend the same before the Board
Member under-takes to handle and defend it on the Board
Member's own behalf. The foregoing right of
indemnification shall not be exclusive of any other right
to which such person may be entitled as a matter of law or
otherwise, or any power the Company may have to indemnify
the Board Member or hold the Board Member harmless.
b. Each Board Member and each officer and employee of the
Company or any Affiliate shall be fully justified in
relying or acting upon any information furnished in
connection with the administration of this Plan by any
person or persons other than an Optionee or a Stock Bonus
Recipient. In no event shall any person who is or shall
have been a Board Member, or an officer or employee of the
Company, be liable for any determination made or other
action taken or any omission to act in reliance upon any
such information, or for any action (including furnishing
of information) taken or any failure to act, if in good
faith.
14.MISCELLANEOUS.
a. The validity, interpretation and effect of this Plan, and
the rights of all persons hereunder, shall be governed by
and determined in accordance with the laws of California.
b. Neither the grant of an Option to any Optionee under this
Plan nor the grant of a Stock Bonus to any Recipient under
this Plan shall give such Optionee or Recipient any right,
or imply that Optionee or Recipient has any right, to be
retained in the employ or service of the Company, and the
right and power of the Company to discharge any such
person shall not be affected by such grant. No Recipient,
Optionee, or any person entitled to exercise an Option
under this Plan shall have any of the rights of a
shareholder with respect to the shares of Stock subject to
an Option or subject to a Stock Bonus except to the extent
Stock Certificates have been issued. No person shall have
any right or claim whatever, directly, indirectly, or by
implication, to receive an Option or Stock Bonus nor any
expectancy thereof, unless and until an Option or Stock
Bonus in fact shall have been granted to such person by
</PAGE>
the Board as provided herein. The grant of an Option or
Stock Bonus shall not create any right or implication that
any other or further Option or Stock Bonus may or shall be
granted at another time. Each Option hereunder and each
Stock Bonus hereunder shall be separate and distinct from
every other Option or Stock Bonus and shall not be
considered part of any continuing series.
c. The Company shall provide to each Optionee under this Plan
financial information (including a balance sheet,
management's discussion and analysis of financial
condition and statement of profit and loss) regarding the
Company on at least an annual basis during the period such
Optionee's Option is outstanding.
d. This Plan shall be submitted to the Company's shareholders
for approval within 12 months of the date of the Board's
adoption hereof. Any Options or Stock Bonuses granted
hereunder prior to the date the Shareholders approval of
the Plan shall be made expressly subject to rescission in
the event the Shareholders fail to approve the Plan within
such 12 month period.
END OF PLAN
</PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Post-Effective Amendment No. 1 to Registration Statement No.
333-15991 of Real Goods Trading Corporation on Form S-8 of our
report dated May 21, 1999, appearing and incorporated by
reference in the Annual Report on Form 10-KSB of Real Goods
Trading Corporation for the year ended March 31, 1999.
[S]DELOITTE & TOUCHE
Deloitte & Touche LLP
Oakland, California
November 18, 1999
EXHIBIT 5
OPINION OF COBLENTZ, PATCH, DUFFY & BASS, LLP
(INCLUDES EXHIBIT 23.2 CONSENT OF
COBLENTZ, PATCH, DUFFY & BASS, LLP)
December 23, 1999 6306-001
Real Goods Trading Corporation
3440 Airway Drive, Suite E
Santa Rosa, CA 95403-2065
Ladies and Gentlemen:
In connection with the registration by you in a Post-Effective
Amendment No. 1 to Form S-8 Registration Statement (the
"Registration Statement") filed on Form S-8 under the Securities
Act of 1933, as amended, on or about November 19, 1999, of
1,200,000 shares of your Common Stock, without par value,
issuable under the Real Goods Trading Corporation Third Amended
and Restated Fiscal 1993 Stock Incentive Plan (the "1993 Plan")
and 100,000 shares of your Common Stock, without par value,
issuable under the Real Goods Trading Corporation Second Amended
and Restated Non-Employee Directors' Stock Option Plan (the
"Directors' Plan"), we advise you that in our opinion such
Shares, when issued and sold in accordance with the terms of the
1993 Plan and the Directors' Plan, as applicable, will be legally
issued, fully paid and nonassessable.
We hereby consent to the use of this opinion in connection
with the Registration Statement.
Sincerely,
COBLENTZ, PATCH, DUFFY & BASS, LLP
By:[S]BARRY REDER
Barry Reder
