As Filed with the Securities and Exchange Commission on January 25, 2000
File No. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
----------------
E-NET FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Nevada 84-1273503
(State or Other Jurisdiction of (IRS Employer ID No.)
Incorporation or Organization)
2102 BUSINESS CENTER DRIVE, SUITE 115E
IRVINE, CALIFORNIA 92612
(Address of Principal Executive Offices)
----------------
Employee Stock Compensation Program
(Full Title of the Plan)
----------------
MICHAEL ROTH, PRESIDENT
E-NET FINANCIAL CORPORATION
2102 BUSINESS CENTER DRIVE, SUITE 115E
IRVINE, CALIFORNIA 92612
(Name and Address of Agent for Service)
(949) 253-4633
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed
Title of Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered Per Share Offering Price Fee
- -------------------------------------------------------------------------------
Common Stock............. 1,000,000 $ 2.84(1) $2,840,000 $750.75
TOTAL.................... 1,000,000 NA $2,840,000 $750.75
================================================================================
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rules 457(h) and 457(c) under the Securities Act of 1933, as
amended and based upon an average of the high and low prices reported on the
Nasdaq Over The Counter Bulletin Board on January __18_, 2000.
================================================================================
<PAGE>
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed with the Securities and Exchange
Commission are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year ended
April 30, 1999, filed pursuant to Section 13(a) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), which contains audited
financial statements for the Registrant's latest fiscal year for which such
statements have been filed (the "Annual Report").
(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 Annual Report
referred to in (a) above, including the Company's Quarterly Reports on Form
10-QSB for the fiscal quarters ended July 30, 1999 and October 30, 1999;
and
(c) All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, 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 herein
by reference and to be part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
There are 20,000,000 authorized shares of Common Stock, $_.001__ par value.
The holders of Common Stock are entitled to one vote per share on all matters
submitted to a vote of the stockholders of the Company. In addition, such
holders are entitled to receive ratably such dividends, if any, as may be
declared from time to time by the Board of Directors out of funds legally
available therefor, subject to the payment of preferential dividends with
respect to any Preferred Stock that from time to time may be outstanding. In the
event of the dissolution, liquidation or winding-up of the Company, the holders
of Common Stock are entitled to share ratably in all assets remaining after
payment of all liabilities of the Company and subject to the prior distribution
rights of the holders of any Preferred Stock that may be outstanding at that
time. All outstanding shares of Common Stock are fully paid and nonassessable.
The Company's Certificate and Articles of Incorporation, as amended and Bylaws
do not provide for preemptive rights or cumulative voting rights for
stockholders. Additionally, there are no provisions in the aforementioned
documents that would delay, defer or prevent a change in control of the Company.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 78.037 of the Nevada Corporation Laws generally provides that a
corporation may indemnify its directors, officers, employees, fiduciaries and
agents against liabilities and reasonable expenses incurred in connection with
any threatened, pending, or completed action, suit or proceeding whether civil,
criminal, administrative or investigative and whether formal or informal (a
"Proceeding"), by reason of being or having been a director, officer, employee,
fiduciary or agent of the corporation, if such person acted in good faith and
reasonably believed that his conduct, in his official capacity, was in the best
interests of the corporation, and in all other cases his conduct was at least
not opposed to the corporation's best interests. In the case of a criminal
proceeding, the director, officer, employee, fiduciary or agent must have no
reasonable cause to believe his conduct was unlawful. Under Nevada law, the
corporation may not indemnify a director, officer, employee, fiduciary or agent
in connection with a Proceeding by or in the right of the corporation if the
director is adjudged liable to the corporation, or in a Proceeding in which the
director, officer, employee or agent is adjudged liable for an improper personal
benefit.
The Company's Articles of Incorporation and By-Laws provide that the
Company shall indemnify its officers and directors to the full extent permitted
by the law. The indemnification provisions in the Company's By-Laws are
substantially similar to the provisions of Section 78.037. The Company has
entered into agreements to provide indemnification for the Company's directors
and certain officers consistent with the Company's Articles of Incorporation and
By-Laws.
2
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Articles of Incorporation of the Company, as amended (1).
4.2 By-Laws of the Company (2).
4.3 Employee Stock Bonus Plan.
4.4 Specimen Certificate of Registrant's Common Stock.
5.1 Opinion of the Law Office of David M. Griffith, a Professional
Corporation, as to the validity of the securities registered
hereunder.
23.1 Consent of the Law Office of David M. Griffith, a Professional
Corporation (set forth in the opinion filed as Exhibit 5.1 to this
Registration Statement).
23.2 Consent of Cacciamatta Accountancy Corporation.
- ----------
(1) Incorporated by reference to the Registrant's Form 10-SB, as filed on or
about September 1, 1994 with the Commission.
(2) Incorporated by reference to the Registrant's Form 10-SB, as filed on or
about September 1, 1994 with the Commission.
(3) Filed herewith.
(4) Filed herewith.
(5) Filed herewith.
(6) Filed herewith
(7) Filed herewith.
ITEM 9. UNDERTAKINGS.
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(b) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represents a
fundamental change in the information set forth in the Registration Statement;
(c) 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.
Provided, however, that paragraphs (1)(a) and (1)(b) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in the periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act,
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.
3
<PAGE>
(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. The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's Annual
Report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in this 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.
C. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 6 above, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by
the final adjudication of such issue.
4
<PAGE>
SIGNATURES
In accordance with 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 of filing on Form S-8 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of Irvine,
State of California on January 25, 2000.
E-NET FINANCIAL CORPORATION
By: /s/ MICHAEL ROTH
--------------------
MICHAEL ROTH
President and Chief
Executive Officer
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities and
on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ MICHAEL ROTH Chairman of the Board, January 25, 2000
- -------------------- President and Chief Executive Officer
MICHAEL ROTH (Principal Executive Officer)
/s/ JEAN OLIVER Treasurer, Secretary and Director January 25, 2000
- -------------------- (Principal
JEAN OLIVER Financial and Accounting Officer)
/s/ THEODORE BOHRER Vice President and Director January 25, 2000
- --------------------
THEODORE BOHRER
5
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------ -----------
4.3 Employee Stock Bonus Plan
4.4 Specimen Share Certificate
5.1 Opinion of the Law Office of David M. Griffith, a Professional
Corporation, as to the validity of the securities registered
hereunder.
23.1 Consent of the Law Office of David M. Griffith, a Professional
Corporation (set forth in the opinion filed as Exhibit 5.1 to this
Registration Statement).
23.2 Consent of Cacciamatta Accountancy Corporation.
- -----------------------------------
6
EXHIBIT 4.3
E-Net FINANCIAL CORPORATION
2000 STOCK COMPENSATION PROGRAM
1. Purpose. This 2000 STOCK COMPENSATION PROGRAM (the "Program") is
intended to secure for e-Net Financial Corporation, a Nevada corporation (the
"Company"), its subsidiaries, and its stockholders the benefits arising from
ownership of the Company's common stock (the "Common Stock") by those selected
individuals of the Company and its subsidiaries, who will be responsible for the
future growth of such corporations. The Program is designed to help attract and
retain superior personnel for positions of substantial responsibility with the
Company and its subsidiaries, and to provide individuals with an additional
incentive to contribute to the success of the corporations.
2. Elements of the Program. The Program is composed of two parts. The
first part is the Stock Bonus Plan ("Bonus Plan") under which (i) common stock
shares are granted to key employees and consultants as a bonus for performing
duties essential in the growth of the company in it's initial year. The second
part is the Stock Deferral Plan (Deferral) in which (i) payments of compensation
in the forms of shares of common stock (deferred payments) are granted ; and
(ii) rights to receive cash or shares of common stock based on the amount of
income owed deferred (up to 1/3 of gross income).
3. Applicability of General Provisions. Unless any Plan specifically
indicates to the contrary, all Plans shall be subject to the General Provisions
of the Program set forth below.
4. Administration of the Plans. The Plans shall be administered,
construed, governed, and amended in accordance with their respective terms.
<PAGE>
GENERAL PROVISIONS OF STOCK COMPENSATION PROGRAM
Article 1. Administration. The Program shall be administered by the
Company's Board of Directors (the "Program Administrators"). The Program
Administrators shall hold meetings at such times and places as they may
determine and as necessary to approve all grants and other transactions under
the Program as required under Rule 16b-3(d) under the Exchange Act, shall keep
minutes of their meetings, and shall adopt, amend, and revoke such rules and
procedures as they may deem proper with respect to the Program. Any action of
the Program Administrators shall be taken by majority vote or the unanimous
written consent of the Program Administrators.
Article 2. Authority of Program Administrators. Subject to the other
provisions of this Program, and with a view to effecting its purpose, the
Program Administrators shall have sole authority, in their sole and absolute
discretion, (a) to construe and interpret the Program; (b) to define the terms
used herein; (c) to determine the individuals to whom options and restricted
shares and rights to purchase shares shall be granted under the Program; (d) to
determine the time or times at which options and restricted shares, rights to
purchase shares or other awards shall be granted under the Program; (e) to
determine the number and type of shares or securities subject to each option,
restricted share, purchase right or other award, the duration of each award
granted under the Program, and the price of any share purchase; (f) to determine
all of the other terms and conditions of options, restricted shares, purchase
rights and other awards granted under the Program; and (g) to make all other
determinations necessary or advisable for the administration of the Program and
to do everything necessary or appropriate to administer the Program; provided,
however, that the Board shall establish the price for all shares issued
hereunder. All decisions, determinations, and interpretations made by the
Program Administrators shall be binding and conclusive on all participants in
the Program (the "Plan Participants") and on their legal representatives, heirs
and beneficiaries.
Article 3. Maximum Number of Shares Subject to the Program. Subject to
the provisions of Article 7, the maximum aggregate number of shares of Common
Stock subject to the Program shall be one million (1,000,000) shares. Subject to
the limitation contained in Section 2 of Part 1, the maximum number of shares of
common stock issuable pursuant to the Program to any single Program Participant
in any given fiscal year shall be 200,000 shares. The Board of Directors of the
Company shall make recommendations to the Program Administrators from time to
time with respect to the allocation of the shares reserved under the Program for
the directors, officers, employees and agents of the Company and its
subsidiaries. The shares of Common Stock issued under the Program may be
authorized but unissued shares, shares issued and reacquired by the Company or
shares purchased by the Company on the open market. If any of the options
granted under the Program expire or terminate for any reason before they have
been exercised in full, the unpurchased shares subject to those expired or
terminated options shall cease to reduce the number of shares available for
purposes of the Program. If the conditions associated with the grant of
restricted shares are not achieved within the period specified for satisfaction
of the applicable conditions, or if the restricted share grant terminates for
any reason before the date on which the conditions must be satisfied, the shares
of Common Stock associated with such restricted shares shall cease to reduce the
number of shares available for purposes of the Program.
The proceeds received by the Company from the sale of its Common Stock
pursuant to the exercise of options, transfer of restricted shares or issuance
of stock purchased under the Program, if in the form of cash, shall be added to
the Company's general funds and used for general corporate purposes.
<PAGE>
Notwithstanding anything to the contrary in this Program, at no time
that the Program is subject to qualification under the California Corporations
Code shall the total number of shares issuable upon exercise of all outstanding
options and the total number of shares provided for under any stock bonus or
similar plan of the Company exceed the applicable percentage as calculated in
accordance with the conditions and exclusions of Rule 260.140.45 of the
California Code of Regulations, based on the number of shares of the Company
which are outstanding at the time the calculation is made, unless such
limitation is approved in accordance with such Rule.
Article 4. Eligibility and Participation. Officers, employees,
directors (whether employee directors or non-employee directors), and
independent contractors or agents of the Company or its subsidiaries who are
responsible for or contribute to the management, growth or profitability of the
business of the Company or its subsidiaries shall be eligible for selection by
the Program Administrators to participate in the Program. an. Consultants or
advisors of the Company or its subsidiaries shall be eligible to receive awards
under the Program
The term "subsidiary" as used herein means any company, other than the
Company, in an unbroken chain of companies, beginning with the Company if, at
the time of any grant hereunder, each of the companies, other than the last
company in the unbroken chain, owns stock possessing more than 50% of the total
combined voting power of all classes of stock in one of the other companies in
such chain.
Article 5. Effective Date and Term of Program. The Program became
effective December 16,1999 upon its adoption by the Board of Directors of the
Company subject to approval of the Program by a majority of the voting shares of
the Company voting in person or by proxy at the annual meeting of stockholders.
The Program shall continue in effect for a term of 5 years unless sooner
terminated under Article 8 of these General Provisions.`
Article 6. Adjustments. If the outstanding shares of Common Stock are
increased, decreased, changed into, or exchanged for a different number or kind
of shares or securities through merger, consolidation, combination, exchange of
shares, other reorganization, recapitalization, reclassification, stock
dividend, stock split or reverse stock split, an appropriate and proportionate
adjustment shall be made in the maximum number and kind of shares as to which
options and restricted shares may be granted under this Program. A corresponding
adjustment changing the number and kind of shares allocated to unexercised
options, restricted shares, or portions thereof, which shall have been granted
prior to any such change, shall likewise be made. Any such adjustment in
outstanding options shall be made without change in the aggregate purchase price
applicable to the unexercised portion of the option, but with a corresponding
adjustment in the price for each share or other unit of any security covered by
the option.
Article 7. Termination and Amendment of Program. The Program shall
terminate five (5) years from the date the Program is adopted by the Board of
Directors, or, if applicable, the date a particular Plan is approved by the
stockholders, or shall terminate at such earlier time as the Board of Directors
may so determine. No options shall be granted and no stock shall be sold and
purchased under the Program after that date
<PAGE>
Article 8. Prior Rights and Obligations. No amendment, suspension, or
termination of the Program shall, without the consent of the individual who has
received a bonus or Deferral option, alter or impair any of that individual's
rights or obligations under any option or restricted share granted or shares
sold and purchased under the Program prior to that amendment, suspension, or
termination.
Article 9. Privileges of Stock Ownership. Notwithstanding the exercise
of any option granted pursuant to the terms of this Program, the achievement of
any conditions specified in any restricted share granted pursuant to the terms
of this Program or the election to purchase any shares pursuant to the terms of
this Program, no individual shall have any of the rights or privileges of a
stockholder of the Company in respect of any shares of stock issuable upon the
exercise of his or her option, the satisfaction of his or her restricted share
conditions or the sale, purchase and issuance of such purchased shares until
certificates representing the shares have been issued and delivered.
Article 10. Reservation of Shares of Common Stock. The Company, during
the term of this Program, will at all times reserve and keep available such
number of shares of its Common Stock as shall be sufficient to satisfy the
requirements of the Program. In addition, the Company will from time to time, as
is necessary to accomplish the purposes of this Program, seek or obtain from any
regulatory agency having jurisdiction any requisite authority in order to issue
and sell shares of Common Stock hereunder. The inability of the Company to
obtain from any regulatory agency having jurisdiction the authority deemed by
the Company's counsel to be necessary to the lawful issuance and sale of any
shares of its stock hereunder shall relieve the Company of any liability in
respect of the nonissuance or sale of the stock as to which the requisite
authority shall not have been obtained.
Article 11. Tax Withholding. The exercise of any option or restricted
share granted or the sale and issuance of any shares to be purchased under this
Program are subject to the condition that if at any time the Company shall
determine, in its discretion, that the satisfaction of withholding tax or other
withholding liabilities under any state or federal law is necessary or desirable
as a condition of, or in connection with, such exercise or the delivery or
purchase of shares pursuant thereto, then in such event, the exercise of the
option or restricted share or the sale and issuance of any shares to be
purchased shall not be effective unless such withholding shall have been
effected or obtained in a manner acceptable to the Company. At the Company's
sole and absolute discretion, the Company may, from time to time, accept shares
of the Company's Common Stock subject to one of the Plans as the source of
payment for such liabilities.
Article 12. Compliance with Law. It is the express intent of the
Company that this Program complies in all respect with all applicable provisions
of state and federal law, including without limitation Section 25102(o) of the
California Corporations Code to the extent such Section is applicable to the
Company. It is the express intent of the Company that when any equity security
of the Company is registered pursuant to Section 12 of the Exchange Act, this
Program shall comply in all respects with applicable provisions of the Rule
16b-3 or Rule 16a-1(c)(3) under the Exchange Act in connection with any grant of
<PAGE>
awards to, or other transaction by, a Plan Participant who is subject to Section
16 of the Exchange Act (except for transactions exempted under alternative
Exchange Act rules). Accordingly, if any provision of the Program or any
agreement relating to any award thereunder does not comply with Rule 16b-3 or
Rule 16a-1(c)(3) or Section 25102(o) of the California Corporations Code as then
applicable to any such transaction, such provision will be construed or deemed
amended to the extent necessarily to conform to the applicable requirements of
Rule 16b-3 or Rule 16a-1(c)(3) or Section 25102(o) of the California
Corporations Code so that such Plan Participant shall avoid liability under
Section 16(b) and the Program shall comply with Section 25102(o) as then
applicable to any such transaction. Unless otherwise provided in any grant or
award to any person who is or may thereafter be subject to Section 16 of the
Exchange Act, the approval of such grant or award shall include the approval of
the disposition of the Company of Company equity securities for the purposes of
satisfying the payment of the exercise or purchase price or tax withholding
obligations related to such grant or award within the meaning of Rules
16a-1(c)(3) and 16b-3(e).
Article 13. Indemnification. No Program Administrator, as that term is
defined in the Program, or any officer or employee of the Company or an
affiliate acting at the direction or on behalf of the Program Administrator
shall be personally liable for any action or determination taken or made in good
faith with respect to the Program, and shall, to the extent permitted by law, be
fully indemnified and protected by the Company with respect to any such action
or determination.
Article 14. Death Beneficiaries. In the event of a Plan Participant's
death, all of such person's outstanding awards, including his or her rights to
receive any accrued but unpaid Stock Payments, will transfer to the maximum
extent permitted by law to such person's beneficiary. Each Plan Participant may
name, from time to time, any beneficiary or beneficiaries (which may be named
contingently or successively) as his or her beneficiary for purposes of this
Program. Each designation shall be on a form prescribed by the Program
Administrators, will be effective only when delivered to the Company, and when
effective will revoke all prior designations by the Plan Participant. If a Plan
Participant dies with no such beneficiary designation in effect, such person's
beneficiary shall be his or her estate and such person's awards will be
transferable by will or pursuant to laws of descent and distribution applicable
to such person.
Article 15. Unfunded Program. The Program shall be unfunded and the
Company shall not be required to segregate any assets that may at any time be
represented by awards under the Program. Neither the Company, its affiliates,
the Program Administrators, nor the Board shall be deemed to be a trustee of any
amounts to be paid under the Program nor shall anything contained in the Program
or any action taken pursuant to its provisions create or be construed to create
a fiduciary relationship between any such party and a Plan Participant or anyone
claiming on his or her behalf. To the extent a Plan Participant or any other
person acquires a right to receive payment pursuant to an award under the
Program, such right shall be no greater than the right of an unsecured general
creditor of the Company.
Article 16. Choice of Law and Venue. The Program and all related
documents shall be governed by, and construed in accordance with, the laws of
the State of Nevada. Acceptance of an award shall be deemed to constitute
consent to the jurisdiction and venue of the state and federal courts located in
Clark County, State of Nevada for all purposes in connection with any suit,
action or other proceeding relating to such award, including the enforcement of
any rights under the Program or any agreement or other document, and shall be
deemed to constitute consent to any process or notice of motion in connection
with such proceeding being served by certified or registered mail or personal
service within or without the State of Nevada, provided a reasonable time for
appearance is allowed.
<PAGE>
Article 17 Arbitration. Any disputes involving the Program will be
resolved by arbitration in Clark County, Nevada before one (1) arbitrator in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association.
Article 18. Program Administrators' Right. Except as may be provided
in an award agreement, the Program Administrators may, in their discretion,
waive any restrictions or conditions applicable to, extend or modify any period
(including any period in which an option or other exercisable award may be
exercised, subject to the requirements of the Code) applicable to, or accelerate
the vesting of, any award (other than the right to purchase shares pursuant to
the Stock Purchase Plan).
Article 19. Termination of Benefits Under Certain Conditions. The
Program Administrators, in their sole and absolute discretion, may cancel any
unexpired, unpaid or deferred award (other than a right to purchase shares
pursuant to the Stock Purchase Plan) at any time if the Plan Participant is not
in compliance with all applicable provisions of the Program or any award
agreement or if the Plan Participant, whether or not he or she is currently
employed by the Company or one of its subsidiaries, acts in a manner contrary to
the best interests of the Company and its subsidiaries.
Article 20. Conflicts in Program. In case of any conflict in the terms
of the Program, or between the Program and an award agreement, the provisions in
the Program which specifically grant such award shall control, and the
provisions in the Program shall control over the provisions in any award
agreement.
Article 21. Information to Plan Participants. To the extent required
by applicable law, the Company shall provide Plan Participants with the
Company's financial statements at least annually.
Article 22. Company's Right of Repurchase. In the event that a Plan
Participant's employment with or service to the Company is terminated for any
reason or any of its subsidiaries, the Company shall have the right, unless
waived by the Program Administrators at the time of any award or thereafter, to
repurchase all, of the securities that such Plan Participant has purchased or
has been awarded under the Program on the following terms:
(a) Upon a Plan Participant's termination of employment with
or service to the Company or any of its subsidiaries, the Company
shall have the right for a period of ninety (90) days from the last
day of employment or service to repurchase all, of the securities
awarded to or purchased by the Plan Participant under the Program.
(b) The Company shall notify the Plan Participant within
ninety (90) days of the last day of employment or service regarding
the exercise of its right of repurchase.
(c) If the Company exercises its right of repurchase, the
Company will purchase the securities within thirty (30) days of
delivery of the notice of its election to purchase at the higher of
(i) the Fair Market Value on the Plan Participant's date of
termination, or (ii) the Fair Market Value of such securities on the
date of the Company's notification of election to repurchase.
Article 23. Lock-Up. To the extent requested by any managing
underwriter to the Company, the Plan Participants shall enter into such market
lock-up, escrow or other agreements as may be requested by such underwriter in
connection with any public offering of the Company's securities.
<PAGE>
PART I
e-NET FINANCIAL CORPORATION
STOCK BONUS PLAN
Section 1. Purpose. The purpose of this e-Net Financial Corporation
Stock Bonus Plan (the "Bonus) is to promote the growth and general prosperity of
the Company by permitting the Company to grant registered shares to help attract
and retain superior personnel for positions of substantial responsibility with
the Company and its subsidiaries and to provide individuals with an additional
incentive to contribute to the success of the Company. The Stock Bonus Plan is
Part I of the Program. Unless any provision herein indicates to the contrary,
the Stock Bonus Plan shall be subject to the General Provisions of the Program
and terms used but not defined in this Stock Bonus Plan shall have the meanings,
if any, ascribed thereto in the General Provisions of the Program.
Section 2. Terms and Conditions. The terms and conditions of shares
granted under the Bonus Plan may differ from one another as the Program
Administrators shall, in their discretion, determine as long as all shares
granted under the Bonus Plan satisfy the requirements of the Stock Bonus Plan.
Each Bonus agreement shall provide to the recipient (the "Holder") the
transfer of a specified number of shares of Common Stock of the Company that
shall become nonforfeitable upon the execution of the Stock Bonus Plan Agreement
(Bonus Agreement). At the time that the bonus is granted, the Program
Administrators shall specify the service or performance conditions and the
period of duration over which the conditions apply.
The Holder shall not have any rights with respect to such award,
unless and until such Holder has executed an agreement evidencing the terms and
conditions of the award (the "Stock Bonus Agreement"). Each individual who is
awarded shares shall be issued a stock certificate in respect of such shares.
Such certificate shall be registered in the name of the Holder.
The transferability of this certificate and the shares of stock represented
hereby are subject to the terms and conditions (including forfeiture) of
the e-Net Financial Corporation Stock Bonus Plan entered into between the
registered owner and e-Net Financial Corporation. Copies of such Plan and
Agreement are on file in the offices of e-Net Financial Corporation.
The Program Administrators shall require that the stock certificates
evidencing such shares be held in the custody of the company until the
applicable conditions have been satisfied.
Section 3. Transferability. Subject to the provisions of the Bonus
Plan Agreements, as may be set by the Program Administrators commencing on the
grant date, the Holder shall be permitted to sell, transfer, pledge, or assign
shares awarded under the Stock Bonus Plan.
Section 4. Share Rights Upon Employment or Service. If a Holder
terminates employment or service with the company, any shares granted to him
shall not be forfeited by the Holder.
Section 5. Stockholder Rights. The Holder shall have, with respect to
the shares granted, all of the rights of a stockholder of the Company, including
the right to vote the shares, and the right to receive any dividends thereon.
Certificates for shares of stock shall be delivered to the Holder promptly
after, and only after, the Bonus Plan Agreement shall be executed.
Section 6. Compliance with Securities Laws. Shares shall not be issued
under the Stock Bonus Plan unless the issuance and delivery of the shares
pursuant thereto shall comply with all relevant provisions of foreign, state and
federal law, including, without limitation, the Securities Act of 1933, as
amended, and the Exchange Act, and the rules and regulations promulgated
thereunder, and the requirements of any stock exchange upon which the shares may
then be listed, and shall be further subject to the approval of counsel for the
Company with respect to such compliance. The Program Administrators may also
require a Holder to furnish evidence satisfactory to the Company, including a
written and signed representation letter and consent to be bound by any transfer
restrictions imposed by law.
Section 7. Continued Employment or Service. This agreement is not
contingent upon continued employment or service.
<PAGE>
E-NET FINANCIAL CORPORATION
STOCK BONUS PLAN AGREEMENT
THIS AGREEMENT is made as of __________, _____, by and between e-Net
Financial Corporation a Nevada corporation (the "Company"), and
_______________________ ("Holder"):
WHEREAS, the Company maintains the e-Net Financial Corporation Stock
Bonus Plan ("Stock Bonus Plan") under which the Program Administrators grant
shares of the Company's common stock, no par value ("Common Stock") to employees
and non-employees as the Program Administrators may determine, subject to terms,
conditions, or restrictions as they may deem appropriate; and
WHEREAS, pursuant to the Stock Bonus Plan, the Program Administrators
have awarded to Holder a stock bonus award conditioned upon the execution by the
Company and Holder of a Stock Bonus Plan Agreement setting forth all the terms
and conditions applicable to such award.
NOW, THEREFORE, in consideration of termination of the Stock Option
plan entered into between Company and Holder and of the mutual promises and
covenants contained herein, it is hereby agreed as follows:
1. Award of Shares.
Under the terms of the Stock Bonus Plan, the Program Administrators
hereby award and transfer to Holder a stock award on January 1,2000 ("Grant
Date"), covering shares of Common Stock ("Shares") subject to the terms,
conditions, and restrictions set forth in this Agreement. This transfer of
Shares shall constitute a transfer of such property in connection with Holder's
performance of service to the Company (which transfer is intended to constitute
a "transfer" for purposes of Section 83 of the Internal Revenue Code).
2. Stock Certificates.
A stock certificate evidencing the Shares shall be issued in the name
of Holder as of the Grant Date. Holder shall thereupon be the shareholder of all
the Shares represented by the stock certificate. As such, Holder shall be
entitled to all rights of a stockholder of the Company, including the right to
vote the Shares and receive dividends and/or other distributions declared on
such Shares.
3. Administration.
The Program Administrators shall have full authority and discretion
(subject only to the express provisions of the Stock Bonus Plan) to decide all
matters relating to the administration and interpretation of the Stock Bonus
Plan and this Agreement. All such Program Administrators determinations shall be
final, conclusive, and binding upon the Company, Holder, and any and all
interested parties.
4. Right to Continued Employment or Service.
Nothing in the Stock Bonus Plan or this Agreement shall confer on
Holder any right to continue in the employ of or service to the Company or,
except as may otherwise be limited by a written agreement between the Company
and Holder, in any way affect the Company's right to terminate Holder's
employment or service, at will, at any time without prior notice at any time for
any or no reason (whether by dismissal, discharge, retirement or otherwise).
<PAGE>
5. Amendment.
This Agreement shall be subject to the terms of the Stock Bonus Plan
as amended, the terms of which are incorporated herein by reference. However,
the stock bonus award that is the subject of this Agreement may not in any way
be restricted or limited by any Stock Bonus Plan amendment or termination
approved after the date of the award without Holder's written consent.
6. Force and Effect.
The various provisions of this Agreement are severable in their
entirety. Any determination of invalidity or unenforceability of any one
provision shall have no effect on the continuing force and effect of the
remaining provisions.
7. Governing Law.
This Agreement shall be construed and enforced in accordance with and
governed by the laws of the State of Nevada.
8. Successors.
This Agreement shall be binding upon and inure to the benefit of the
successors, assigns, and heirs of the respective parties.
9. Notice.
All notices, requests, demands, and other communications hereunder
shall be in writing and shall be deemed to have been duly given if delivered
personally or by certified mail, return receipt requested, as follows:
To Company: e-Net Financial Corporation
2102 Business Center Dr. Ste 115E
Irvine, Ca 92612
Attn: Secretary
To Holder:
------------------------------
------------------------------
------------------------------
------------------------------
10. Incorporation of Plan by Reference.
The Shares are awarded pursuant to the terms of the Plan, the terms of
which are incorporated herein by reference, and the Share award shall in all
respects be interpreted in accordance with the Plan. The Program Administrators
shall interpret and construe the Plan and this instrument, and its
interpretations and determinations shall be conclusive and binding on the
parties hereto and any other person claiming an interest hereunder, with respect
to any issue arising hereunder or thereunder.
IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the
date hereof.
E-NET FINANCIAL CORPORATION,
a Nevada corporation
By:
- --------------------------
Michael Roth-President
ACCEPTED AND AGREED TO
- --------------------------
(Optionee)
By:
- --------------------------
Name
<PAGE>
PART II
e-NET FINANCIAL CORPORATION
STOCK DEFERRAL OPTION PLAN
Section 1. Deferral Option Terms and Conditions. The purpose of this
e-Net Financial Corporation Stock Deferral Option Plan (the "Deferral Option
Plan") is to promote the growth and general prosperity of the Company by
permitting the Company to grant stock deferral rights ("Deferral Option") to
help attract and retain superior personnel for positions of substantial
responsibility with the Company and its subsidiaries and to provide individuals
with an additional incentive to contribute to the success of the Company. The
terms and conditions of Deferral Options granted under the Deferral Option Plan
may differ from one another as the Program Administrators shall, in their
discretion, determine in each agreement (the "Deferral Option Agreement").
Unless any provision herein indicates to the contrary, this Deferral Option Plan
shall be subject to the General Provisions of the Program, and terms used but
not defined in this Deferral Option Plan shall have the meanings, if any,
ascribed thereto in the General Provisions of the Program.
Section 2. Duration of Deferral Options. Each Deferral Option and all
rights thereunder granted pursuant to the terms of the Deferral Option Plan
shall expire on the date determined by the Program Administrators as evidenced
by the Deferral Option Agreement, but in no event shall any Deferral Option
expire later than five (5) years from the date on which the Deferral Option is
granted. In addition, each Deferral Option shall be subject to early termination
as provided in the Deferral Option Plan.
Section 3. Grant. Subject to the terms and conditions of the Deferral
Option Agreement, the Program Administrators may grant the right to receive a
payment upon the exercise of a Deferral Option which reflects the number of
shares of Common Stock for which such Deferral Option was granted to any person
who is eligible to receive awards.
Section 4. Payment at Exercise. Upon the settlement of a Deferral
Option in accordance with the terms of the Deferral Option Agreement, the Plan
Participant shall (subject to the terms and conditions of the Deferral Option
Plan and Deferral Option Agreement) receive a payment equal to the Grant Price
(as defined below) for the number of shares of the Deferral Option being
exercised at that time. Such payment may be paid in cash or in shares of the
Company's Common Stock or by a combination of the foregoing, at the time of
exercise of the Deferral Option, specified by the Program Administrators in the
Deferral Option Agreement. If any portion of the payment is paid in shares of
the Company's Common Stock, such shares shall be valued for this purpose at the
Deferral Option Grant Price. "DEFERRAL Grant Price" shall mean the price
allocated to the stock pursuant to the Stock Deferral Option Agreement.
Section 5. Special Terms and Conditions. Each Deferral Option
Agreement which evidences the grant of a Deferral Option shall incorporate such
terms and conditions as the Program Administrators in their sole and absolute
discretion deem are not inconsistent with the terms of the Deferral Option Plan.
<PAGE>
Section 6. Compliance with Securities Laws. Deferral Options shall not
be granted and shares shall not be issued with respect to any Deferral Option
granted under the Deferral Option Plan unless the grant of that Deferral Option
or the exercise of that Deferral Option and the issuance and delivery of the
shares pursuant thereto shall comply with all applicable provisions of foreign,
state and federal law, including, without limitation, the Securities Act of
1933, as amended, and the Exchange Act, and the rules and regulations
promulgated thereunder, and the requirements of any stock exchange upon which
the shares may then be listed, and shall be further subject to the approval of
counsel for the Company with respect to such compliance. The Program
Administrators may also require a Plan Participant to furnish evidence
satisfactory to the Company, including a written and signed representation
letter and consent to be bound by any transfer restrictions imposed by law,
legend, condition, or otherwise, that any securities are being acquired only for
investment purposes and without any present intention to sell or distribute the
securities in violation of any state or federal law, rule, or regulation.
Further, each Plan Participant shall consent to the imposition of a legend on
securities and the imposition of stop-transfer instructions restricting their
transferability as required by law or by this Section 6.
Section 7. Continued Employment or Service. Each Plan Participant, if
requested by the Program Administrators, must agree in writing as a condition of
receiving his or her Deferral Option or any shares as a result thereof, to
remain in the employment of, or service to, the Company or any of its
subsidiaries following the date of the granting of that Deferral Option or the
issuance of such shares for a period specified by the Program Administrators.
Nothing in this Deferral Option Plan or in any Deferral Option Agreement shall
confer upon any Plan Participant any right to continued employment by, or
service to, the Company or any of its subsidiaries, or limit in any way the
right of the Company or any subsidiary at any time to terminate or alter the
terms of that employment or service arrangement.
Section 8. Deferral Option Rights Upon Termination of Employment or
Service. If a Plan Participant under this Deferral Option Plan ceases to be
employed by, or provide services to, the Company or any of its subsidiaries for
any reason other than death or disability, his or her Deferral Option shall
terminate thirty (30) days after the date of termination of employment (unless
sooner terminated in accordance with its terms); provided, however, that in the
event employment is terminated for cause as defined by applicable law, his or
her option shall terminate immediately, provided, further, however, that the
Program Administrators may, in their sole and absolute discretion, allow the
Deferral Option to be exercised, to the extent exercisable on the date of
termination of employment or service, at any time within ninety (90) days after
the date of termination of employment or service, unless either the Deferral
Option Agreement or this Deferral Option Plan otherwise provides for earlier
termination.
Section 9. Rights Upon Disability. If a Plan Participant becomes
disabled within the meaning of Code Section 422(e)(3) while employed by or
providing service to the Company or any subsidiary corporation, his or her
Deferral Option shall terminate six months after the date of termination of
employment or service due to disability (unless sooner terminated in accordance
with its terms); provided, however, that the Program Administrators may, in
their sole and absolute discretion, allow the Deferral Option to be exercised
(to the extent exercisable on the date of termination of employment or service)
at any time within one year after the date of termination of employment due to
disability, unless either the Deferral Option Agreement or the Deferral Option
Plan otherwise provides for earlier termination.
<PAGE>
Section 10. Rights Upon Death. Except as otherwise limited by the
Program Administrators at the time of the grant of a Deferral Option, if a Plan
Participant under the Deferral Option Plan dies while employed by, or providing
services to, the Company or any of its subsidiaries, his or her Deferral Option
shall expire six months after the date of death unless by its terms it expires
sooner; provided, however, that the Program Administrators may, in their sole
and absolute discretion, allow the Deferral Option to be exercised (to the
extent exercisable on the date of death) at any time within one year after the
date of death, under the Deferral Option Agreement or the Deferral Option Plan
otherwise provides for earlier termination. During this six-month or shorter
period, the Deferral Option may be exercised, to the extent that it remains
unexercised on the date of death, by the person or persons to whom the a Plan
Participant's rights under the Deferral Option shall pass by will or by the laws
of descent and distribution, but only to the extent that the Plan Participant is
entitled to exercise the Defferal at the date of death.
<PAGE>
e-NET FINANCIAL CORPORATION
STOCK DEFERRAL OPTION PLAN AGREEMENT
(GRANT OF OPTION)
Date of Grant: ____________________, ____
THIS GRANT, dated as of the date of grant first stated above (the
"Date of Grant") , is delivered by e-Net Financial Corporation, a Nevada
corporation (the "Company"), to ____________________ (the "Optionee"), who is an
employee of the Company or one of its subsidiaries (the Optionee's employer is
sometimes referred to herein as the "Employer").
WHEREAS, the Board of Directors of the Company (the "Board") on July
6,1999 adopted, with subsequent stockholder approval, the e-Net Financial
Corporation, Stock Deferral Plan (the "Plan");
WHEREAS, the Plan provides for the granting of deferral stock options
by the Board or Program Administrators to employees of the Company or any
subsidiary of the Company to purchase, or to exercise certain rights with
respect to, shares of the Common Stock of the Company, no par value (the
"Stock"), in accordance with the terms and provisions thereof; and
WHEREAS, the Program Administrators consider the Optionee to be a
person who is eligible for a grant of deferred stock options under the Plan, and
have determined that it would be in the best interest of the Company to grant
the deferred stock options documented herein.
NOW, THEREFORE, the parties hereto, intending to be legally bound
hereby, agree as follows:
1. Grant of Option.
Subject to the terms and conditions hereinafter set forth, the Company,
with the approval and at the direction of the Program Administrators, hereby
grants to the Optionee, as of the Date of Grant, an option to purchase a number
of shares (not to exceed 1/3 of total quarterly income earned) of Stock at a
price of $1.00 per share, on the date of Grant. Such option is hereinafter
referred to as the "Option" and the shares of stock purchasable upon exercise of
the Option are hereinafter sometimes referred to as the "Option Shares."
2. Installment Exercise.
Subject to such further limitations as are provided herein, the Option
shall become exercisable in Quarterly installments, on the first day following
the close of the prior calendar quarter, the Optionee having the right hereunder
to purchase from the Company a number of Option Shares upon exercise of the
Option, in proportion to the deferred compensation subject to the employee's
exercise of option.
<PAGE>
3. Termination of Option.
(a) Subject to the other provisions of this Grant, the Option and all
rights hereunder with respect thereto, to the extent such rights shall not have
been exercised, shall terminate and become null and void after the expiration of
five years from the Date of Grant (the "Option Term").
(b) Notwithstanding anything else to the contrary contained herein, upon
the occurrence of the Optionee ceasing for any reason to be employed by the
Employer (such occurrence being a "termination of the Optionee's employment"),
the Option, to the extent not previously exercised, shall terminate and become
null and void within thirty (30) days after the date of such termination of the
Optionee's employment, except (1) in the event employment is terminated for
cause as defined by applicable law, in which case Optionee's Option shall
terminate and become null and void immediately or (2) in a case where the
Program Administrators may otherwise determine in their sole and absolute
discretion for up to ninety (90) days following the termination of employment.
Upon a termination of the Optionee's employment by reason of disability or
death, the Option may be exercised, but only to the extent that the Option was
outstanding and exercisable on such date of disability or death, up to a
six-month period following the date of such termination of the Optionee's
employment, unless extended for a period of up to one year, at the sole and
absolute discretion of the Program Administrators.
(c) In the event of the death of the Optionee, the Option may be exercised
by the Optionee's legal representative, but only to the extent that the option
would otherwise have been exercisable by the Optionee.
(d) A transfer of the Optionee's employment between the Company and any
subsidiary of the Company, or between any subsidiaries of the Company, shall not
be deemed to be a termination of the Optionee's employment.
4. Exercise of Option.
(a) The Optionee may exercise the option with respect to all or any part of
the number of Option Shares then exercisable hereunder by giving the Secretary
of the Company written notice of intent to exercise. The notice of exercise
shall specify the number of Option Shares as to which the Option is to be
exercised against deferred compensation, and the date of exercise thereof.
(b) On the exercise date specified in the Optionee's notice or as soon
thereafter as is practicable, the Company shall cause to be delivered to the
Optionee, a certificate or certificates for the Option Shares then being
purchased. The obligation of the Company to deliver Stock shall, however, be
subject to the condition that if at any time the Program Administrators shall
determine in their discretion that the listing, registration or qualification of
the Option or the Option Shares upon any securities exchange or under any state
or federal law, or the consent or approval of any governmental regulatory body,
is necessary or desirable as a condition of, or in connection with, the Option
or the issuance or purchase of Stock thereunder, the Option may not be exercised
in whole or in part unless such listing, registration, qualification, consent or
approval shall have been effected or obtained free of any conditions not
acceptable to the Program Administrators.
<PAGE>
5. Adjustment of and Changes in Stock of the Company.
In the event of a reorganization, recapitalization, change of shares, stock
split, spin-off, stock dividend, reclassification, subdivision or combination of
shares, merger, consolidation, rights offering, or any other change in the
corporate structure or shares of capital stock of the Company, the Program
Administrators shall make such adjustment as may be required under the
applicable reorganization agreement in the number and kind of shares of Stock
subject to the Option or in the option price; provided, however, that no such
adjustment shall give the Optionee any additional benefits under the Option. If
there is no provision for the treatment of the Option under an applicable
reorganization agreement, the Option may terminate on a date determined by the
Program Administrators following at least 30 days written notice to the
Optionee.
6. No Rights of Stockholders.
Neither the Optionee nor any personal representative shall be, or shall
have any of the rights and privileges of, a stockholder of the Company with
respect to any shares of Stock purchasable or issuable upon the exercise of the
Option, in whole or in part, prior to the date of exercise of the Option.
7. Non-Transferability of Option.
During the Optionee's lifetime, the Option hereunder shall be exercisable
only by the Optionee or any guardian or legal representative of the Optionee,
and the Option shall not be transferable except, in case of the death of the
Optionee, by will or the laws of descent and distribution, nor shall the Option
be subject to attachment, execution or other similar process. In the event of
(a) any attempt by the Optionee to alienate, assign, pledge, hypothecate or
otherwise dispose of the option, except as provided for herein, or (b) the levy
of any attachment, execution or similar process upon the rights or interest
hereby conferred, the Company may terminate the Option by notice to the Optionee
and it shall thereupon become null and void.
8. Restriction on Exercise.
The Option may not be exercised if the issuance of the Option Shares upon
such exercise would constitute a violation of any applicable federal or State
securities or other law or valid regulation. As a condition to the exercise of
the Option, the Company may require the Optionee exercising the Option to make
any representation or warranty to the Company as may be required by any
applicable law or regulation and, specifically, may require the Optionee to
provide evidence satisfactory to the Company that the Option Shares are being
acquired only for investment purposes and without any present intention to sell
or distribute the shares in violation of any federal or State securities or
other law or valid regulation.
7. Employment Not Affected.
The granting of the Option or its exercise shall not be construed as
granting to the Optionee any right with respect to continuance of employment of
the Employer. Except as may otherwise be limited by a written agreement between
the Employer and the Optionee, the right of the Employer to terminate at will
the Optionee's employment with it at any time (whether by dismissal, discharge,
retirement or otherwise) is specifically reserved by the Company, as the
Employer or on behalf of the Employer (whichever the case may be), and
acknowledged by the Optionee.
<PAGE>
8. Amendment of Option.
The Option may be amended by the Program Administrators at any time (i) if
the Program Administrators determine, in their sole and absolute discretion,
that amendment is necessary or advisable in the light of any addition to or
change in the Internal Revenue Code of 1986 or in the regulations issued
thereunder, or any federal or state securities law or other law or regulation,
which change occurs after the Date of Grant and by its terms applies to the
Option; or (ii) other than in the circumstances described in clause (i), with
the consent of the Optionee.
9. Notice.
All notices, requests, demands, and other communications hereunder shall be
in writing and shall be deemed to have been duly given if delivered personally
or by certified mail, return receipt requested, as follows:
To Company: e-Net Financial Corporation
2102 Business Center Dr 115E
Irvine, Ca 92612
To Optionee: ------------------------------
------------------------------
------------------------------
------------------------------
10. Incorporation of Plan by Reference.
The Option is granted pursuant to the terms of the Plan, the terms of which
are incorporated herein by reference, and the Option shall in all respects be
interpreted in accordance with, and shall be subject to, the Plan. The Program
Administrators shall interpret and construe the Plan and this instrument, and
its interpretations and determinations shall be conclusive and binding on the
parties hereto and any other person claiming an interest hereunder, with respect
to any issue arising hereunder or thereunder.
<PAGE>
11. Governing Law.
The validity, construction, interpretation and effect of this instrument
shall exclusively be governed by and determined in accordance with the law of
the State of Nevada, except to the extent preempted by federal law, which shall
to the extent govern.
In Witness Whereof, the Company has caused its duly authorized officers to
execute this Grant of Option, and to apply the corporate seal hereto, and the
Optionee has placed his or her signature hereon, effective as of the Date of
Grant.
e-Net Financial Corporation
a Nevada Corporation
By:
- ------------------------------
Michael Roth
President
ACCEPTED AND AGREED TO:
- ------------------------------
[Optionee]
By:
- ------------------------------
Name:
EXHIBIT 4.4
E-NET FINANCIAL CORPORATION
SPECIMEN SHARE CERTIFICATE
================================================================================
INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA
CUSIP NO. 268741 10 4
NUMBER SHARES
3002
e-Net Financial Corporation
Authorized Common Stock: 20,000,000 Shares
Par Value: $.001
THIS CERTIFIES THAT
IS THE RECORD HOLDER OF
Shares of e-NET FINANCIAL CORPORATION Common Stock
transferable on the books of the Corporation in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed. This Certificate
is not valid until countersigned by the Transfer Agent and registered by the
Registrar.
Witness the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.
Dated:
e-Net Financial Corporation
/s/ Jean Oliver Corporate Seal /s/ Michael Roth
- --------------- ----------------
Jean Oliver, Secretary Nevada Michael Roth, President
================================================================================
LAW OFFICE OF DAVID M. GRIFFITH,
A PROFESSIONAL CORPORATION
ONE WORLD TRADE CENTER, SUITE 800
LONG BEACH, CA 90831-0800
TELEPHONE: 310-983-8017
FACSIMILE: 310-983-8122
January 24, 2000
E-Net Financial Corporation
2102 Business Center Drive, Suite 115E
Irvine, CA 92612
RE: E-Net Financial Corporation
Registration Statement on Form S-8
Ladies & Gentlemen:
E-Net Financial Corporation, a Nevada corporation (the "Company"), proposes to
issue under a Form S-8 Registration Statement (the "Registration Statement") up
to 1,000,000 shares of Common Stock (the "Shares"), pursuant to the Company's
Employee Stock Bonus Plan (the "Plan").
In rendering the following opinion, we have examined and relied only upon the
documents and certificates of officers of the Company as are specifically
described below. In our examination, we have assumed the genuineness of all
signatures, the authenticity, accuracy and completeness of the documents
submitted to us as originals, and the conformity with the original documents of
all documents submitted to us as copies. Our examination was limited to the
following documents and no others:
1. Certificate and Articles of Incorporation of the Company, as amended to
date;
2. By-Laws of the Company;
3. Resolutions adopted by the Board of Directors of the Company authorizing
the Plan and the issuance of the Shares;
4. The Registration Statement, together with all amendments thereto, exhibits
filed in connection therewith and incorporated therein by reference and
form of prospectus contained therein including all documents incorporated
therein by reference; and
5. The Plan.
We have not undertaken, nor do we intend to undertake, any independent
investigation beyond such documents and records, or to verify the adequacy or
accuracy of such documents and records.
Based upon and subject to the foregoing, it is our opinion that the Shares,
subject to effectiveness of the Registration Statement and compliance with
applicable Blue Sky laws, and subject to the proper execution and delivery of
stock certificates evidencing the Shares, when issued and delivered against
payment therefor in accordance with the terms of the Plan, and as set forth in
the Registration Statement, will constitute legally issued, fully paid and
nonassessable shares of common stock of the Company.
<PAGE>
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement; and to the filing of this opinion in connection with
such filings of applications as may be necessary to register, qualify or
establish eligibility for an exemption from registration or qualification of the
Shares under the blue sky laws of any state or other jurisdiction although we
express no opinion as to state securities laws herein. In giving this consent,
we do not admit that we are in the category of persons whose consent is required
under Section 7 of the Act or the rules and regulations of the Commission
promulgated thereunder.
The opinions set forth herein are based upon the federal laws of the United
States of America, and the corporate laws of the State of Nevada all as now in
effect. We express no opinion as to whether the laws of any particular
jurisdiction apply, and no opinion to the extent that the laws of any
jurisdiction other than those identified above are applicable to the subject
matter hereof.
The information set forth herein is as of the date of this letter. We disclaim
any undertaking to advise you of changes which may be brought to our attention
after the effective date of the Registration Statement.
Sincerely,
/s/ DAVID M. GRIFFITH
- ---------------------
Law Office of David M. Griffith,
a Professional Corporation
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 of our report dated September 1, 1999, on our audits of the
consolidated financial statements of E-Net Financial Corporation and
subsidiaries as of April 30, 1999 and for the year then ended.
/S/ CACCIAMATTA ACCOUNTANCY CORPORATION
- ---------------------------------------
CACCIAMATTA ACCOUNTANCY CORPORATION
Irvine, California
January 21, 2000
