<PAGE> 1
As filed with the Securities and Exchange Commission on July 22, 1999
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
IJNT.NET, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 33-0611753
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2800 LAFAYETTE, SUITE D
NEWPORT BEACH, CALIFORNIA 92663
(Address of Principal Executive Office) (Zip Code)
1999 STOCK COMPENSATION PLAN
(full title of the plan)
BRANDON B. POWELL
GENERAL COUNSEL
IJNT INTERNATIONAL, INC.
2030 MAIN STREET, SUITE 620
IRVINE, CALIFORNIA 92614
(Name and address of agent for service)
(949) 798-1120
(Telephone number, including area code, of agent for service)
________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED SHARE(1) PRICE(1) REGISTRATION FEE
- --------------------------------------- ------------------ --------------------- -------------------- -----------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par value.......... 1,000,000 $4.156 $4,156,000.00 $1155.37
======================================= ================== ===================== ==================== =================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 (c) and (h)(1), based on the closing price of the
Company's Common Stock.
Exhibit index is located at sequentially paginated page number 5.
1
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I (plan
information and registrant information) will be sent or given to employees as
specified by Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424. These
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Part II of this form, taken together, constitute
a prospectus that meets the requirements of Section 10(a) of the Securities Act
of 1933.
2
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents of IJNT.net, Inc., a Delaware corporation (the
"Company"), previously filed with the Commission are incorporated herein by
reference:
1. Annual Report on Form 10-KSB for the year ended March 31, 1999
(the "Annual Report").
2. The description of the Registrant's Common Stock contained in the
Registration Statement on Form 10-SB filed by the Registrant to
register the Common Stock under the Exchange Act, including all
amendments and reports filed for the purpose of updating such
description prior to the termination of the offering of the
Common Stock offered hereby.
In addition, all documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Securities and Exchange Act of 1934
(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 by
reference into the prospectus and to be a part hereof from the date of filing of
such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
The common stock of the Company, $.001 per value (the "Common Stock"),
is registered pursuant to Section 12 of the Exchange Act, and, therefore, the
description of securities is omitted.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of Delaware allows a
corporation to indemnify any person who was or is, or is threatened to be made a
party to any threatened, pending or completed suit or proceeding. This applies
whether the matter is civil, criminal, administrative or investigative because
he or she is or was a director, officer, employee or agent of the corporation.
A corporation may indemnify against expenses (including attorney's
fees) and, except for an action by or in the name of the corporation, against
judgments, fines and amounts paid in settlement as part of such suit or
proceeding. This applies only if the person indemnified acted in good faith and
in a manner he or she reasonably believed to be in the best interest of the
corporation. In addition, with respect to any criminal action or proceeding, the
person had no reasonable cause to believe his or her conduct was unlawful.
In the case of an action by or in the name of the corporation, no
indemnification of expenses may be made for any claim, as to which the person
has been found to be liable to the corporation. The exception is if the court in
which such action was brought determines that the person is reasonably entitled
to indemnity for expenses.
3
<PAGE> 4
Section 145 of the General Corporation Law of Delaware further provides
that if a director, officer, employee or agent of the corporation has been
successful in the defense of any suit, claim or proceeding described above, he
or she will be indemnified for expenses (including attorneys' fees) actually and
reasonably incurred by him or her.
The Company's Bylaws provide for indemnification of the officers and
directors of the Company to the fullest extent permitted by Delaware law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index appearing at sequentially numbered page 5.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a) (1) To file, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
(iii) Include any additional or changed material information on the
plan of distribution.
(2) That, for determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.
(3) To file a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.
(e) That insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer 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 such small business issuer of expenses incurred or
paid by a director, officer or controlling person of the small business issuer
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 small business issuer 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 Securities Act and will be governed by
the final adjudication of such issue.
4
<PAGE> 5
EXHIBIT INDEX
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NO.
- ------ ----------- --------
4.1 1999 Stock Compensation Plan of IJNT.net, Inc., 7
adopted as of May 1, 1999.
5.1 Opinion of Pillsbury, Madison & Sutro LLP 19
23.1 Consent of Smith & Company, a Professional Corporation
of Certified Public Accountants. 20
23.2 Consent of Pillsbury, Madison & Sutro LLP 19
(included in Exhibit 5.1).
24.1 Power of Attorney (included on the Signature Page). 6
5
<PAGE> 6
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Newport Beach, State of California, on July 22,
1999.
IJNT.net, INC.
By: /S/ JON H. MARPLE
------------------------------------
Jon H. Marple, CEO, and Chairman
of the Board
POWER OF ATTORNEY
We, the undersigned directors of IJNT.net, Inc., do hereby constitute
and appoint Jon H. Marple, our true and lawful attorney and agent, to do any and
all acts and things in our name and behalf in our capacities as directors and to
execute any and all instruments for us and in our names in the capacities
indicated below, which said attorney and agent may deem necessary or 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, power and authority to sign for us or any
of us in our names and in the capacities indicated below, any and all amendments
(including post-effective amendments) hereof; and we do hereby ratify and
confirm all that the said attorney and agent shall do or cause to be done by
virtue hereof.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- ---------- ----- ----
<S> <C> <C>
/S/ JON H. MARPLE Chief Executive Officer, July 22, 1999
- --------------------------------------- and Chairman of the Board
Jon H. Marple
/S/ JON H. MARPLE Chief Financial Officer July 22, 1999
- ---------------------------------------
Jon H. Marple
/S/ MARY E. BLAKE Director July 22, 1999
- ----------------------------------------
Mary E. Blake
/S/ JEFFREY R. MATSEN Director July 22, 1999
- ----------------------------------------
Jeffrey R. Matsen
</TABLE>
6
<PAGE> 7
EXHIBIT 4.1
IJNT.NET, INC.
1999 STOCK COMPENSATION PLAN
<PAGE> 8
TABLE OF CONTENTS
Page
1. PURPOSE...................................................................1
2. DEFINITIONS...............................................................1
3. EFFECTIVE DATE............................................................3
4. ADMINISTRATION............................................................3
5. PARTICIPATION.............................................................4
6. STOCK SUBJECT TO THE PLAN.................................................4
7. PERFORMANCE AWARDS........................................................4
8. STOCK PAYMENTS............................................................5
9. RIGHTS OF ELIGIBLE PERSONS AND BENEFICIARIES..............................5
a. Employee Status..................................................5
b. No Employment Contract...........................................5
c. Plan Not Funded..................................................5
d. Adjustment Upon Recapitalizations and Corporate Changes..........5
e. Rights as a Stockholder..........................................6
f. Deferral of Payments.............................................6
g. Acceleration of Awards...........................................6
10. MISCELLANEOUS.............................................................7
a. Termination, Suspension and Amendment............................7
b. No Fractional Shares.............................................7
c. Tax Withholding and Tax Bonuses..................................7
d. Compliance with Laws.............................................8
e. Governing Laws...................................................8
f. Securities Law Requirements......................................9
g. Execution.......................................................10
i
<PAGE> 9
IJNT.NET, INC.
1999 STOCK COMPENSATION PLAN
1. PURPOSE
-------
The Plan is intended to provide incentive to key employees,
officers and directors of, and key consultants, vendors, customers, and others
who provide significant services to, the Corporation, to encourage proprietary
interest in the Corporation, to encourage such key employees to remain in the
employ of the Corporation and its Subsidiaries, to attract new employees with
outstanding qualifications, and to afford additional incentive to consultants,
vendors, customers, and others to increase their efforts in providing
significant services to the Corporation.
2. DEFINITIONS.
------------
a. "Award" shall mean a Performance Award or a Stock Payment
granted pursuant to the Plan.
b. "Board" shall mean the Board of Directors of the
Corporation.
c. "Code" shall mean the Internal Revenue Code of 1986, as
amended.
d. "Committee" shall mean the committee, if any, appointed by
the Board in accordance with Section 4 of the Plan; provided, however, that the
Committee shall be reconstituted to include only Non-Employee Directors if any
Award is to be made to a Director or Officer.
e. "Common Stock" shall mean the Common Stock, par value
$0.001, per share par value, of the Corporation.
f. "Corporation" shall mean IJNT.net, Inc., a Delaware
corporation.
g. "Eligible Person" shall mean any of the following:
i. an individual who is employed (within the meaning
of the Code Section 3401 and the regulations thereunder) by
the Corporation;
ii. a service provider, consultant, customer or
vendor to the Corporation; and
iii. a non-employee director of the Corporation who
is not a member of the Committee
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h. "Event" shall mean any of the following:
i. Any person or entity (or group of affiliated
persons or entities) acquired in one or more transactions,
whether before or after the effective date of the Plan,
ownership of more than 50 percent of the outstanding shares of
stock entitled to vote in the election of directors of the
Corporation;
ii. The dissolution or liquidation of the Corporation
or a reorganization, merger or consolidation of the
Corporation with one or more entities, as a result of which
the Corporation is not the surviving entity, or a sale of all
or substantially all of the assets of the Corporation as an
entirety to another entity; or
iii. For purposes of this definition, ownership does
not include ownership (1) by a person owning such shares
merely of record (such as a member of a securities exchange, a
nominee or a securities depositary system), (2) by a person as
a bona fide pledgee of shares prior to a default and
determination to exercise powers as an owner of the shares,
(3) by a person who is not required to file statements on
Schedule 13D by virtue of Rule 13d- 1(b) of the Securities and
Exchange Commission under the Exchange Act, or (4) by a person
who owns or holds shares as an underwriter acquired in
connection with an underwritten offering pending and for
purposes of resale.
i. "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended from time to time.
j. "Fair Market Value" shall mean the value of one (1) Share
of Common Stock, determined as follows:
i. If the Shares are traded on an exchange, the price
at which Shares traded at the close of business on the date of
valuation;
ii. If the Shares are traded over-the-counter on the
NASDAQ System, the closing price if one is available, or the
mean between the bid and asked prices on said System at the
close of business on the date of valuation; and
iii. If neither (i) nor (ii) applies, the fair market
value as determined by the Board or the Committee in good
faith. Such determination shall be conclusive and binding on
all persons.
k. "Non-Employee Director" shall have the meaning ascribed to
that term in Rule 16b-3(b)(3). (17, C.F.R. ss.240.16b-3(b)(3).)
2
<PAGE> 11
l. "Participant" shall mean an Eligible Person who has
received an Award under the Plan.
m. "Performance Award" shall have the meaning ascribed to such
term in Article 7.
n. "Plan" shall mean the IJNT.net, Inc. 1999 Stock
Compensation Plan, as it may be amended from time to time.
o. "Share" shall mean one (1) share of Common Stock, adjusted
in accordance with Section 9(d) of the Plan (if applicable).
p. "Securities Act" shall mean the Securities Act of 1933, as
amended from time to time.
q. "Stock Payment" shall mean a payment in the form of Shares
made in lieu of or in addition to all or any portion of the compensation.
3. EFFECTIVE DATE.
---------------
The Plan was adopted by the Board on April 10, 1999. The
effective date of the Plan shall be May 1, 1999. Initially, 1,000,000 Shares of
common stock have been reserved for issuance under the Plan.
4. ADMINISTRATION.
---------------
a. The Plan shall be administered by the Board in compliance
with Rule 16b-3 of the Exchange Act ("Rule 16b-3), or by the Committee appointed
by the Board, which Committee shall be constituted to permit the Plan to comply
with Rule 16b-3, and which shall consist of not less than two (2) members.
b. The Board shall appoint one of the members of the
Committee, if there be one, as Chairman of the Committee.
c. If a Committee has been appointed, the Committee shall hold
meetings at such times and places as it may determine. Acts of a majority of the
Committee at which a quorum is present, or acts reduced to or approved in
writing by a majority of the members of the Committee, shall be the valid acts
of the Committee.
d. The Board, or the Committee if there be one, shall from
time to time at its discretion select the Eligible Persons who are to be granted
Awards and determine the number of Shares to be applicable to such Award.
3
<PAGE> 12
e. The interpretation and construction by the Board, or by the
Committee if there be one, of any provision of the Plan or of any Award granted
thereunder shall be final.
f. No member of the Board or of the Committee shall be liable
for any action or determination made in good faith with respect to the Plan or
any Award granted thereunder.
g. In addition to any right of indemnification provided by the
Certificate of Incorporation or Bylaws of the Corporation, such person shall be
indemnified and held harmless by the Corporation from any loss, cost, liability
or expense that may be imposed upon or reasonably incurred by him in connection
with any claim, suit, action or proceeding to which he may be a party by reason
of any action or omission under the Plan.
h. In the case of an award to an Eligible Person who is not an
employee of the Corporation, a majority of the Committee shall determine that
the value of the services to be rendered to the Corporation by such non-employee
director or service provider is at least equal to the value of the Award
granted.
5. PARTICIPATION.
--------------
The Awards may be granted to such Eligible Persons as the
Board or the Committee may select.
6. STOCK SUBJECT TO THE PLAN.
--------------------------
a. The stock subject to Awards granted under the Plan shall be
Shares of the Corporation's authorized but unissued or reacquired Common Stock.
The aggregate number of Shares which may be issued as Awards under the Plan
shall not exceed 1,000,000 Shares.
b. Any Shares withheld by the Corporation pursuant to Section
10(c) shall not be deemed to be issued. The number of withheld Shares shall be
deducted from the applicable Award and shall not entitle the Participant to
receive additional Shares.
c. The limitations established by this Article 6 shall be
subject to adjustment in the manner provided in Section 9(d) hereof upon the
occurrence of an event specified therein.
7. PERFORMANCE AWARDS.
-------------------
One or more Performance Awards may be granted to any Eligible
Person providing services to or for the Corporation. The value of such Awards
may be linked to the market value, book value or other measure of the value of
the Common Stock or other specific performance criteria determined appropriate
by the Board or the Committee, in each case on a specified date or over any
4
<PAGE> 13
period determined by the Board or the Committee, or may be based upon the
appreciation in the market value, book value or other measure of the value of a
specified number of shares of Common stock over a fixed period determined by the
Board or the Committee. In making such determinations, the Board or the
Committee shall consider (among such other factors as it deems relevant in light
of the specific type of award) the contributions, responsibilities and other
compensation of the Award recipient.
8. STOCK PAYMENTS.
---------------
The Board or the Committee may approve Stock Payments to
Eligible Persons who elect to receive such payments in the manner determined
from time to time by the Board or the Committee. The number of shares shall be
determined by the Board or the Committee and may be based upon the Fair Market
Value, book value or other measure of the value of such shares on the Award Date
or on any date thereafter.
9. RIGHTS OF ELIGIBLE PERSONS AND BENEFICIARIES
--------------------------------------------
a. EMPLOYEE STATUS. Status as an Eligible Employee shall not
be construed as a commitment that any Award will be made under the Plan to an
Eligible Employee or to Eligible Employees generally.
b. NO EMPLOYMENT CONTRACT. Nothing contained in the Plan (or
in the Award Agreements or in any other documents related to the Plan or to
Awards) shall confer upon any Eligible Person any right to join or continue in
the employ of the Corporation or constitute any contract or agreement of
employment, or interfere in any way with the right of the Corporation to reduce
such person's compensation or to terminate the employment or other contract or
arrangement of such Eligible Person, with or without cause, but nothing
contained in the plan or any document related thereto shall affect any other
contractual right of any Participant. Nothing contained in the Plan (or in the
Award Agreements or in any other documents related to the Plan or the Awards)
shall confer upon any director of the Corporation any right to continue as a
director of the Corporation.
c. PLAN NOT FUNDED. No Eligible Person or other person shall
have any right, title or interest in any fund or in any specific asset
(including shares of Common Stock) of the Corporation by reason of any Award
granted hereunder. There shall be no funding of any benefits which may become
payable hereunder. Neither the provisions of the Plan (or of any documents
related hereto), nor the creation or adoption of the Plan, nor any action taken
pursuant to the provisions of the Plan shall create, or be construed to create,
a trust of any kind or a fiduciary relationship between the Corporation and any
Eligible Person. To the extent that an Eligible Person acquires a right to
receive an Award hereunder, such recipient shall have no greater rights than the
right of any unsecured general creditor of the Corporation. Awards payable under
the Plan shall be paid in shares of Common Stock and no special or separate fund
or deposit shall be established and no segregation of shares shall be made to
assure payment of such Awards.
5
<PAGE> 14
d. ADJUSTMENT UPON RECAPITALIZATIONS AND CORPORATE CHANGES. If
the outstanding shares of Common Stock are changed into or exchanged for cash or
a different number or kind of shares or securities of the Corporation, or if the
outstanding shares of the Common Stock are increased, decreased, exchanged for,
or otherwise changed, or if additional shares or new or different shares or
securities are distributed with respect to the outstanding shares of the Common
Stock, through a reorganization or merger in which the Corporation is the
surviving entity or through a combination, consolidation, recapitalization,
reclassification, stock split, stock dividend, reverse stock split, stock
consolidation or other capital change or adjustment, an appropriate adjustment
shall be made in the number and kind of shares of other consideration that is
subject to or may be delivered under the Plan and pursuant to outstanding Awards
that have been announced but not yet delivered to the recipient Eligible Person
pursuant to section 9(f).
e. RIGHTS AS A STOCKHOLDER. An Eligible Person, or a
transferee of an Eligible Person, shall have no rights as a stockholder with
respect to any Shares covered by his or her Award until the date of the issuance
of a stock certificate for such Shares. No adjustment shall be made for
dividends (ordinary or extraordinary, whether in cash, securities or other
property), distributions or other rights for which the record date is prior to
the date such stock certificate is issued, except as provided in Section 9(d)
hereof.
f. DEFERRAL OF PAYMENTS. The Board or the Committee may
approve the deferral of any payments that may become due under the Plan. Such
deferrals shall be subject to any conditions, restrictions or requirements as
the Board or the Committee may determine.
g. ACCELERATION OF AWARDS. Immediately prior to the occurrence
of an Event, each Award outstanding under the Plan shall be fully vested or
exercisable, unless, prior to the Event, the Board or the Committee otherwise
determines that there shall be no such acceleration or vesting of an Award or
otherwise determines those Awards which shall be accelerated or vested and to
the extent to which they shall be accelerated or vested, or that an Award shall
terminate, or unless in connection with such Event the Board provides (i) for
the assumption of such Awards theretofore granted, or (ii) for the substitution
for such Awards of new awards covering securities or obligations (or any
combination thereof) of a successor corporation, or a parent or subsidiary
thereof, with appropriate adjustments as to number and kind of shares and
prices, or (iii) for the payment of the Fair Market Value of the then
outstanding Awards. In addition, the Board or the Committee may grant such
additional rights in the foregoing circumstances as the Board or the Committee
deems to be in the best interest of the recipient and the Corporation in order
to preserve for the recipient the benefits of an Award. For purposes of this
Section 9(g) only, Board shall mean the Board of Directors of the Corporation as
constituted immediately prior to the Event. In addition, the Board may in its
sole discretion accelerate vesting of any or all Awards outstanding under the
Plan in circumstances under which the Board or the Committee determines such
acceleration appropriate.
6
<PAGE> 15
10. MISCELLANEOUS
-------------
a. TERMINATION, SUSPENSION AND AMENDMENT. The Board may, at
any time, suspend, amend, modify or terminate the Plan (or any part thereof) and
may, with the consent of an Award recipient, authorize such modifications of the
terms and conditions of such recipient's Award as it shall deem advisable.
i. No Awards under the Plan may be granted or amended
during any suspension of the Plan or after its termination.
The amendment, suspension or termination of the Plan shall
not, without the consent of the Award recipient, alter or
impair any rights or obligations pertaining to any Awards
granted under the Plan prior to such amendment, suspension or
termination.
ii. Neither adoption of the Plan nor the provisions
hereof shall limit the authority of the Board to adopt other
plans or to authorize other payments of compensation and
benefits under applicable law.
b. NO FRACTIONAL SHARES. No Award or installment thereof shall
be exercisable except in respect of whole shares, and fractional share interests
shall be disregarded.
c. TAX WITHHOLDING AND TAX BONUSES.
i. Federal, state or local taxes that are subject to
the withholding of tax at the source shall be withheld by the
Corporation so required by applicable law.
ii. The Corporation is entitled to require deduction
from other compensation, if any, payable to each Eligible
Person or, in the alternative:
(1) The Corporation may require the
Participant to advance such sums; or
(2) If a Participant elects, the Corporation
may withhold (or require the return of) Shares having
the Fair Market Value equal to the sums required to
be withheld. If the Participant elects to advance
such sums directly, written notice of that election
shall be delivered prior to the Award and whether
pursuant to such election or pursuant to a
requirement imposed by the Corporation, payment in
cash or by check of such sums for taxes shall be
delivered within 10 days after the Award date.
iii. If the Participant elects to have the
Corporation withhold Shares (or be entitled to the return of
Shares) having a Fair Market Value equal to the sums required
to be withheld, the value of the Shares to be withheld (or
returned) will be equal to the Fair Market Value on the date
the amount of tax to be withheld (or subject to return) is to
be determined. Elections by Eligible Persons to have Shares
withheld (or subject to return) for this purpose will be
subject to the following restrictions:
7
<PAGE> 16
(1) the election must be made prior to the
Tax Date;
(2) the election must be irrevocable;
(3) the election will be subject to the
Board's disapproval; and
(4) if the Participant is an "officer"
within the meaning of Section 16 of the Exchange Act,
the election shall be subject to such additional
restrictions as the Board or the Committee may impose
in an effort to secure the benefits of any
regulations thereunder.
iv. The Corporation shall not be obligated to issue
shares to the Participant upon any Award exercise until such
payment has been received or Shares have been withheld, unless
withholding (or offset against a cash payment) as of or prior
to the exercise date is sufficient to cover all such sums due
or which may be due with respect to such exercise.
d. COMPLIANCE WITH LAWS.
i. The granting of Awards under the Plan is subject
to such additional requirements as the Board or the Committee
may impose to assure or facilitate compliance with all
applicable federal and state laws, rules and regulations
(including, without limitation, securities laws and margin
requirements) and to such approvals by any regulatory or
governmental agency which may be necessary or advisable in
connection therewith.
ii. In connection with the administration of the Plan
or the grant of any Award, the Board or the Committee may
impose such further limitations or conditions as in its
opinion may be required or advisable to satisfy, or secure the
benefits of, applicable regulatory requirements (including
those rules that facilitate exemption from or compliance with
the Securities Act or the Exchange Act), the requirements of
any stock exchange upon which such shares or shares of the
same class are then listed, and any blue sky or other
securities laws applicable to such shares.
e. GOVERNING LAWS. The Plan and all Awards granted under the
Plan and the documents evidencing Awards shall be governed by, and construed in
accordance with, the laws of the State of California, except as to those matters
governed by the laws of the State of Delaware as the state of incorporation of
the Corporation.
8
<PAGE> 17
f. SECURITIES LAW REQUIREMENTS.
i. LEGALITY OF ISSUANCE. The issuance of any Shares
upon the granting of any Award shall be contingent upon the
following:
(1) the Corporation and the Participant
shall have taken all action required to register the
Shares under the Securities Act of 1933, as amended
(the "Act"), and to qualify the Shares under any and
all applicable state securities or "blue sky" laws or
regulations, or to perfect an exemption from the
respective registration and qualification
requirements thereof;
(2) any applicable listing requirement of
any stock exchange on which the Common Stock is
listed shall have been satisfied; and
(3) any other applicable provision of state
or federal law shall have been satisfied.
ii. RESTRICTIONS ON TRANSFER. Regardless of whether
the offering and sale of Shares under the Plan has been
registered under the Securities Act or has been registered or
qualified under the securities laws of any state, the
Corporation may impose restrictions on the sale, pledge or
other transfer of such Shares (including the placement of
appropriate legends on stock certificates) if, in the judgment
of the Corporation and its counsel, such restrictions are
necessary or desirable in order to achieve compliance with the
provisions of the Securities Act, the securities laws of any
state or any other law, or as a condition of making the Award.
In the event that the sale of Shares under the Plan is not
registered under the Securities Act but an exemption is
available which required and investment representation or
other representation, each Participant shall be required to
represent that such Shares are being acquired for investment,
and not with a view to the sale or distribution thereof, and
to make such other representations as are deemed necessary or
appropriate by the Corporation and its counsel. Any
determination by the Corporation and its counsel in connection
with any of the matters set forth in this Section 10(f)(ii)
shall be conclusive and binding on all persons. Stock
certificates evidencing Shares acquired under the Plan
pursuant to an unregistered transaction shall bear the
following restrictive legend and such other restrictive
legends as are required or deemed advisable under the
provisions of any applicable law.
"THE SALE OF THE SECURITIES REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE "SECURITIES ACT"). ANY TRANSFER OF SUCH SECURITIES
WILL BE INVALID UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN
EFFECT AS TO SUCH TRANSFER OR IN THE OPINION OF COUNSEL FOR THE ISSUER SUCH
REGISTRATION IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE
SECURITIES ACT."
9
<PAGE> 18
iii. REGISTRATION OR QUALIFICATION OF SECURITIES. The
Corporation may, but shall not be obligated to register or
qualify the issuance of Awards and/or the sale of Shares under
the Securities Act or any other applicable law. The
Corporation shall not be obligated to take any affirmative
action in order to cause the issuance of Awards or the sale of
Shares under the plan to comply with any law.
iv. EXCHANGE OF CERTIFICATES. If, in the opinion of
the Corporation and its counsel, any legend placed on a stock
certificate representing shares issued under the Plan is no
longer required, the holder of such certificate shall be
entitled to exchange such certificate for a certificate
representing the same number of Shares but lacking such
legend.
g. EXECUTION. To record the adoption of the Plan in the form
set forth above by the Board effective as of May 1, 1999, the Corporation has
caused this Plan to be executed in the name and on behalf of the Corporation
where provided below by an officer of the Corporation thereunto duly authorized.
IJNT.net, INC.
By: /S/ JON H. MARPLE
---------------------------------
Jon H. Marple,
Chief Executive Officer and
Chairman of the Board
ATTEST:
/S/ MARY E. BLAKE
- ---------------------------------
Mary E. Blake, Director
10
<PAGE> 19
EXHIBIT 5.1
[Pillsbury
Madison & Attorneys At Law
Sutro LLP 650 Town Center Drive
Logo Here] 7th Floor
Costa Mesa, CA 92626-7122
Telephone: (714) 436-6800 Fax: (714) 436-6800
http://pillsburylaw.com
July 22, 1999
IJNT.net, Inc.
2800 Lafayette, Suite D
Newport Beach, California 92663
Attention: Brandon Powell
Re: Registration Statement on Form S-8
Dear Mr. Powell:
With reference to the Registration Statement on Form S-8 to be filed by
IJNT.net, Inc., a Delaware corporation (the "Company"), with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, relating to
1,000,000 shares of the Company's Common Stock which may be issuable pursuant to
the IJNT.net, Inc. 1999 Stock Compensation Plan (the "Plan"), it is our opinion
that such shares of the Common Stock of the Company, when issued and sold in
accordance with the Plan, will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit 5.1 to the Registration Statement
Very truly yours,
/s/ Pillsbury, Madison & Sutro LLP
--------------------------------------
PILLSBURY MADISON & SUTRO LLP
Los Angeles New York Sacramento San Diego San Francisco Silicon Valley
Washington, D.C. Tokyo
<PAGE> 20
EXHIBIT 23.1
Smith
&
Company
A Professional Corporation of Certified Public Accountants
July 22, 1999
Board of Directors
IJNT.net, Inc.
Houston, Texas
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants for IJNT.net, Inc., we hereby consent to the
use of our report included in the annual report of such Company on Form 10-KSB
for the year ended March 31, 1999 and dated July 7, 1999, as an exhibit to the
Company's S-8 Registration Statement dated July 22 1999.
Certified Public Accountants
10 West 100 South, Suite 700 o Salt Lake City, Utah 84101-1554
Telephone: (801) 575-8297 o Facsimile: (801) 575-8306
E-mail: [email protected]
Members: American Institute of Certified Public Accountants o
Utah Association of Certified Public Accountants
