As filed with the Securities and Exchange Commission on May 7, 1999
File No. 000-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
HOMESEEKERS.COM, INCORPORATED
(Exact name of issuer as specified in its charter)
Nevada 87-0397464
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2241 Park Place, Suite E
Minden, NV 89423
(Address of principal executive offices) (Zip Code)
---------------
HOMESEEKERS.COM, INCORPORATED
AMENDED AND RESTATED 1996 STOCK OPTION PLAN
(Full title of the plan)
---------------
Greg Johnson, Chief Executive Officer
2241 Park Place
Suite E
Minden, NV 89423
(775)782-2977
(Name and address of agent for service)
Copy to:
Steven I. Weinberger, Esq.
Atlas, Pearlman, Trop & Borkson, P.A.
200 East Las Olas Boulevard, Suite 1900
Fort Lauderdale, Florida 33301
(954) 763-1200
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount to be Price per Offering Registration
to be Registered Registered Share Price Fee
---------------- ---------- ----- ----- ---
<S> <C> <C> <C> <C>
Common Stock
($.001 par value) 2,061,626 $9.00 (1) $18,554,634 (1) $5,158.19 (1)
Common Stock
($.001 par value) 2,638,124 $1.47 (2) 3,878,042 (2) 1,078.10 (2)
Common Stock
($.001 par value) 5,000 $1.93 (2) 9,650 (2) 2.68 (2)
Common Stock
($.001 par value) 97,000 $2.00 (2) 194,000 (2) 53.93 (2)
Common Stock
($.001 par value) 530,000 $2.38 (2) 1,261,400 (2) 350.67 (2)
Common Stock
($.001 par value) 62,500 $2.62 (2) 163,750 (2) 45.52 (2)
Common Stock
($.001 par value) 5,000 $4.64 (2) 23,200 (2) 6.45 (2)
Common Stock
($.001 par value) 10,000 $5.00 (2) 50,000 (2) 13.90 (2)
Common Stock
($.001 par value) 5,000 $5.06 (2) 25,300 (2) 7.03 (2)
Common Stock
($.001 par value) 10,000 $5.12 (2) 51,200 (2) 14.23 (2)
Common Stock
($.001 par value) 5,000 $5.25 (2) 26,250 (2) 7.30 (2)
Common Stock
($.001 par value) 15,000 $5.50 (2) 82,500 (2) 22.94 (2)
Common Stock
($.001 par value) 750 $5.75 (2) 4,313 (2) 1.20 (2)
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Common Stock
($.001 par value) 50,000 $6.03 (2) 301,500 (2) 83.82 (2)
Common Stock
($.001 par value) 5,000 $6.06 (2) 30,300 (2) 8.42 (2)
--------- ------------- -----------
TOTAL 5,500,000 $24,656,039 $6,854.38
========= ============= ===========
</TABLE>
(1) Estimated solely for the purpose of computing the amount of
the registration fee in accordance with Rule 457(c) under the
Securities Act based upon the average of the bid and ask price
($9.00) for the Common Stock, $.001 par value per share (the
"Common Stock"), on May 6, 1999.
(2) Calculated pursuant to Rule 457(h)(1) based on the price at
which the options are exercisable.
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<TABLE>
<CAPTION>
HOMESEEKERS.COM, INCORPORATED
CROSS REFERENCE SHEET REQUIRED BY ITEM 501(b) OF REGULATION S-K
Form S-8 Item Number
and Caption Caption in Prospectus
----------- ---------------------
<S> <C> <C>
1. Forepart of Registration State- Facing Page of Registration
ment and Outside Front Cover Statement and Cover Page of
Page of Prospectus Prospectus
2. Inside Front and Outside Back Inside Cover Page of Prospectus
Cover Pages of Prospectus and Outside Cover Page of
Prospectus
3. Summary Information, Risk Fac- Not Applicable
tors and Ratio of Earnings to
Fixed Charges
4. Use of Proceeds Not Applicable
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Not Applicable
8. Plan of Distribution Cover Page of Prospectus and Sales by
Selling Security Holders
9. Description of Securities to be Description of Securities;
Registered HomeSeekers.com, Incorporated Amended
and Restated 1996 Stock Option Plan
10. Interests of Named Experts and Legal Matters
Counsel
11. Material Changes Not Applicable
12. Incorporation of Certain Infor- Incorporation of Certain
mation by Reference Documents by Reference
13. Disclosure of Commission Posi- Indemnification
tion on Indemnification for
Securities Act Liabilities
</TABLE>
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PROSPECTUS
HOMESEEKERS.COM, INCORPORATED
5,500,000 Shares of Common Stock
($.001 par value)
Issued Pursuant to the
HomeSeekers.com, Incorporated Amended and Restated 1996 Stock Option Plan
This Prospectus forms a part of a Registration Statement which
registers an aggregate of 5,500,000 shares of Common Stock, $.001 par value
(such shares being collectively referred to as the "Shares") of HomeSeekers.com,
Incorporated (the "Company"). The Shares may be issued, as set forth herein, to
officers, directors, key employees and consultants of the Company pursuant to
the exercise of non-qualified or incentive stock options ("Options") to purchase
shares of Common Stock under and in accordance with the Company's Amended and
Restated 1996 Stock Option Plan (the "Plan"). All of the Shares have been, or
will be, granted or issued to such officers, directors, key employees and
consultants pursuant to individual written option agreements. Individuals or
entities that are issued Shares may sometimes hereafter be collectively referred
to as the "Selling Security Holders." The Selling Security Holders may sell all
or a portion of the Shares from time to time in the over-the-counter market, in
negotiated transactions, directly or through brokers or otherwise, and at market
prices prevailing at the time of such sales or at negotiated prices. The Company
will not receive any proceeds from such sales except upon exercise of the
Options.
No person has been authorized by the Company to give any information or
to make any representation other than as contained in this Prospectus, and if
given or made, such information or representation must not be relied upon as
having been authorized by the Company. Neither the delivery of this Prospectus
nor any distribution of the Shares issuable upon exercise of the Options shall,
under any circumstances, create any implication that there has been no change in
the affairs of the Company since the date hereof.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED ON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
----------------
This Prospectus does not constitute an offer to sell securities in any
state to any person to whom it is unlawful to make such offer in such state.
The date of this Prospectus is May __, 1999.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed with the Commission can be inspected and
copied at the public reference facilities of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549. Copies of this material can also be obtained at
prescribed rates from the Public Reference Section of the Commission at its
principal office at 450 Fifth Street, N.W., Washington, D.C. 20549. The
Commission also maintains a website on the internet that contains reports, proxy
and information statements and other information regarding registrants that file
electronically with the Commission at http://www.sec.gov. The Company's Common
Stock is traded on the NASD Over the Counter Bulletin Board under the symbol
"HMSK".
The Company has filed with the Commission a Registration Statement on
Form S-8 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Act"), with respect to the Shares. This Prospectus, which
comprises Part I of the Registration Statement, omits certain information
contained in the Registration Statement. For further information with respect to
the Company and the Shares offered by this Prospectus, reference is made to the
Registration Statement, including the exhibits thereto. Statements in this
Prospectus as to any document are not necessarily complete, and where any such
document is an exhibit to the Registration Statement or is incorporated by
reference herein, each such statement is qualified in all respects by the
provisions of such exhibit or other document, to which reference is hereby made,
for a full statement of the provisions thereof. A copy of the Registration
Statement, with exhibits, may be obtained from the Commission's office in
Washington, D.C. (at the above address) upon payment of the fees prescribed by
the rules and regulations of the Commission, or examined there without charge or
at the Commission's website at http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Securities and
Exchange Commission are incorporated herein by reference and made a part hereof:
(a) Annual Report on Form 10-KSB for the fiscal year ended
June 30, 1998.
(b) Quarterly Report on Form 10-QSB for the quarter ended
September 30, 1998.
(c) Quarterly Report on Form 10-QSB for the quarter ended
December 31, 1998.
(d) Quarterly Report on Form 10-QSB for the quarter ended
March 31, 1999.
All reports and documents filed by the Company pursuant to Section 13,
14 or 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
date of filing of such documents. Any statement incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any other subsequently filed
document, which also is or is deemed to be incorporated by reference herein,
modifies
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or supersedes such statement. Any statement modified or superseded shall not be
deemed, except as so modified or superseded, to constitute part of this
Prospectus.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of the Prospectus has been
delivered, on the written request of any such person, a copy of any or all of
the documents referred to above which have been or may be incorporated by
reference in this Prospectus, other than exhibits to such documents. Written
requests for such copies should be directed to Corporate Secretary,
HomeSeekers.com, Incorporated, 2241 Park Place, Suite E, Minden, Nevada 89423.
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THE COMPANY
This Prospectus contains forward-looking statements that involve risks
and uncertainties. Our actual results may differ materially from the results
discussed in the forward-looking statements. You are urged to read this
Prospectus carefully and in its entirety.
HomeSeekers.com, Incorporated (the "Company", "we" or "us") is a
leading provider of online consumer real estate information on the Internet
through our Web site at www.homeseekers.com. Our Web site currently contains
approximately 681,000 residential home listings in 28 states, most of which
serve the Florida, California, Illinois and the District of Columbia markets. We
obtain listings from the 36 multiple listing services ("MLS") currently under
contract with us, and from realty firms. Our Web site also enables users to
obtain information on services of interest to residential home owners, such as
mortgage companies, title insurers and providers of services such as carpeting,
painting, landscaping, drapes, appliances, furniture and other related products
and services. We also market products designed to enhance the productivity of
real estate agents, enabling them to more efficiently operate their businesses.
Our Web site allows prospective home buyers to log on from their
computers and view data from participating MLSs and realty firms. While viewing
listings on our Web site, the prospective buyer can prompt our search engine to
search our database, find and display all listed homes that satisfy the criteria
designated by the Buyer. The Buyer may specify criteria including, price,
location, number of rooms and bathrooms, pool, garage, view, fireplace or street
location. The listing detail page for a given home typically provides a full
color photograph of the home, a detailed description of the home and property,
as well as the name of the listing realty firm and agent. If a home was listed
by a real estate agent participating in the Company's Web page program, the
listing will provide a direct link to the agent's home page and E-mail address.
We market our Internet search products under the product names HomeSeekersTM and
HomeSeekers/CityNetTM.
Through banners on our Web pages, home buyers can also access helpful
related information and services such as information on mortgage interest rates
and mortgage providers, and may pre-qualify for a mortgage and then apply for a
mortgage. The buyer may also apply for title insurance, and view advertising for
building supplies, contractors, moving and storage and other home-related goods
and services. In addition, a prospective home buyer can obtain location maps and
information on schools, and, for a fee, information on comparable home sales. We
believe that we offer a wider suite of listing services and products for
consumers and realtors than any other real estate-related Internet site.
Our Web site has generated a rapidly increasing traffic of people
seeking homes. The number of homes viewed per month has increased from 800,000
in January 1996 to over 15 million in January 1999. Presently, over 600,000
separate users access our Web site per month, staying an average of
approximately 36 minutes and viewing an average of more than 22 homes per visit.
We generate revenues from several sources: (1) the sale of Web pages to
real estate agents; (2) referral and processing fees from mortgage companies;
(3) advertising fees; and (4) the marketing of goods and services derived from
strategic alliance partners.
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In addition to revenues from the sale of Web pages to real estate
agents, another important source of revenues is advertising and referral fees
from mortgage and title insurance companies. Approximately 40 currently
participating mortgage companies are provided rotating banners on our Web pages
that provide linkage to the mortgage companies' Web sites. We also expect to
generate revenues through advertising from merchants who offer goods or services
that benefit from a change in home ownership. These merchants include providers
of carpeting, painting, landscaping, drapes, appliances, furniture and other
related products and services.
Our principal productivity tool designed to enhance the productivity of
real estate agents is a software package known as Realty 2000R, which was
originally introduced in 1988. Realty 2000R Net '98 ("Net '98") is a
significantly upgraded version of Realty 2000R. Net '98 incorporates a client
contact scheduling program, sales flyer producer, financial calculator, word
processor, a digital camera interface and a comparative market analysis program
in those markets where the Company has contracted for real estate listing data.
Our other productivity tools include H.S. PassportTM, a proprietary E-Mail
system for real estate agents, and MLS2KTM, an Internet-based multiple listing
system for real estate agents.
During early 1999, we completed a private placement of 4,062,004 shares
of our Common Stock (including 62,016 shares issued in partial payment of
placement agent commissions), for which we received net proceeds of
approximately $10.6 million.
Our fiscal year end is June 30. Our executive offices are located at
2241 Park Place, Suite E, Minden, Nevada 89423, and our telephone number is
(775) 782-2977.
HOMESEEKERS.COM, INCORPORATED AMENDED AND RESTATED
1996 STOCK OPTION PLAN
Introduction
The following descriptions summarize certain provisions of the
Company's Amended and Restated 1996 Stock Option Plan (the "Plan") and the form
of agreements to be entered into by recipients of options thereunder. Such
summaries do not purport to be complete and are qualified by reference to the
full text of the Plan and form of agreement. A copy of the Plan has been filed
as an exhibit to the Registration Statement of which this Prospectus is a part.
Each person receiving an option under the Plan should read the Plan and related
option agreement in its entirety.
On October 9, 1996, the Board of Directors ratified the Plan, and on
December 21, 1996, the stockholders approved the Plan. On December 18, 1997, at
the annual meeting of the Company stockholders, a majority of the Company's
stockholders and members of the Board of Directors amended the Plan to increase
the number of options available under the Plan ("Plan Options") to 5,500,000. As
of May 7, 1999, Plan Options to purchase 3,438,374 Shares had been granted and
may be exercised.
The purpose of the Plan is to encourage stock ownership by officers,
directors, key employees and consultants of the Company, and to give such
persons a greater personal interest in the success of the Company's business and
an added incentive to continue to advance and contribute to the Company. The
Board of Directors of the Company, or a committee designated thereunder, which
currently oversees compensation matters, will administer the Plan including,
without limitation, the selection of the persons
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<PAGE>
who will be granted Plan Options under the Plan, the type of Plan Options to be
granted, the number of shares subject to each Plan Option and the Plan Option
price.
Plan Options may either be options qualifying as incentive stock
options ("Incentive Options") under Section 422 of the Internal Revenue Code of
1986, as amended, or options that do not so qualify ("Non-Qualified Options").
In addition, the Plan allows for the inclusion of a reload option provision
("Reload Option"), which permits an eligible person to pay the exercise price of
the Plan Option with shares of Common Stock owned by the eligible person and
receive a new Plan Option to purchase shares of Common Stock equal in number to
the tendered shares. As discussed hereafter, any Incentive Option granted under
the Plan must provide for an exercise price of not less than 100% of the fair
market value of the underlying shares on the date of such grant, but the
exercise price of any Incentive Option granted to an eligible employee owning
more than 10% of the outstanding Common Stock of the Company must not be less
than 110% of such fair market value as determined on the date of the grant. The
term of each Plan Option and the manner in which it may be exercised is
determined by the Board of Directors or the Committee, provided that no Plan
Option may be exercisable more than ten (10) years after the date of its grant
and, in the case of an Incentive Option granted to an eligible employee owning
more than 10% of the Common Stock, no more than five (5) years after the date of
the grant.
Eligibility
Officers, directors, key employees and consultants of the Company and
its subsidiaries are eligible to receive Non-Qualified Options under the Plan.
Only employees of the Company or any of its subsidiaries are eligible to receive
Incentive Options.
Administration
The Plan will be administered by the Company's Board of Directors or an
underlying committee (the "Committee"). The Board of Directors or the Committee
determines from time to time those officers, directors, key employees and
consultants of the Company or any of its subsidiaries to whom Plan Options are
to be granted, the terms and provisions of the respective option agreements, the
time or times at which such Plan Options shall be granted, the type of Plan
Options to be granted, the dates such Plan Options become exercisable, the
number of shares subject to each Plan Option, the purchase price of such shares
and the form of payment of such purchase price. All other questions relating to
the administration of the Plan, and the interpretation of the provisions thereof
and of the related option agreements, are resolved by the Committee.
Shares Subject to Awards
The Company has reserved 5,500,000 of its authorized but unissued
shares of Common Stock or shares maintained in the treasury of the Company for
issuance under the Plan (the "Shares"), and a maximum of 5,500,000 Shares may be
issued thereunder unless the Plan is subsequently amended (subject to adjustment
in the event of certain changes in the Company's capitalization), without
further action by the Company's Board of Directors and shareholders, as
required. Except for such limitation on the aggregate number of Shares issuable
under the Plan, there is no maximum or minimum number of Shares as to which a
Plan Option may be granted to any person. Shares used for Plan Options may be
authorized and unissued shares or shares reacquired by the Company, including
shares purchased in the open market. Shares covered by Plan Options which
terminate unexercised will again become available
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for grant as additional Plan Options, without decreasing the maximum number of
shares issuable under the Plan, although such shares may also be used by the
Company for other purposes.
The Plan provides that, if the Company's outstanding shares are
increased, decreased, exchanged or otherwise adjusted due to a share dividend,
forward or reverse share split, recapitalization, reorganization, merger,
consolidation, combination or exchange of shares, an appropriate and
proportionate adjustment shall be made in the number or kind of shares subject
to the Plan or subject to unexercised Plan Options and in the purchase price per
share under such Plan Options. Any adjustment, however, does not change the
total purchase price payable for the shares subject to outstanding Plan Options.
In the event of the proposed dissolution or liquidation of the Company, a
proposed sale of all or substantially all of the assets of the Company, a merger
or tender offer for the Company's shares of Common Stock, the Board of Directors
may declare that each Option granted under this Plan shall terminate as of a
date to be fixed by the Board of Directors; provided that not less than thirty
(30) days written notice of the date so fixed shall be given to each Eligible
Person holding an Option, and each such Eligible Person shall have the right,
during the period of thirty (30) days preceding such termination, to exercise
his Option as to all or any part of the Shares, including Shares as to which
such Option would not otherwise be exercisable.
Terms of Exercise
The Plan provides that the Plan Options granted thereunder shall be
exercisable from time to time in whole or in part, unless otherwise specified in
the agreement representing the Plan Options or by the Committee or by the Board
of Directors.
The Plan provides that, with respect to Incentive Stock Options, the
aggregate fair market value (determined as of the time the option is granted) of
the shares of Common Stock, with respect to which Incentive Stock Options are
first exercisable by any option holder during any calendar year (including all
incentive stock option plans of the Company, any parent or any subsidiaries
which are qualified under Section 422 of the Internal Revenue Code of 1986)
shall not exceed $100,000.
Exercise Price
The purchase price for shares subject to Incentive Stock Options must
be at least 100% of the fair market value of the Company's Common Stock on the
date the option is granted, except that the purchase price must be at least 110%
of the fair market value in the case of an Incentive Stock Option granted to a
person who is a "10% stockholder." A "10% stockholder" is a person who owns
(within the meaning of Section 422(b)(6) of the Internal Revenue Code of 1986)
at the time the Incentive Stock Option is granted, shares possessing more than
10% of the total combined voting power of all classes of the outstanding shares
of the Company, any parent or any subsidiaries. The Plan provides that fair
market value shall be determined by the Board or the Committee in accordance
with procedures which it may from time to time establish. If the purchase price
is paid with consideration other than cash, the Board or the Committee shall
determine the fair value of such consideration to the Company in monetary terms.
The exercise price of Non-Qualified Options shall be determined by the
Board of Directors or the Committee but shall not be less than 75% of the fair
market value (but in no event less than the par value) of one share of the
Company's Common Stock on the date the Option is granted.
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The per Share purchase price of Shares issuable upon exercise of a Plan
Option may be adjusted in the event of certain changes in the Company's
capitalization, but no such adjustment shall change the total purchase price
payable upon the exercise in full of Plan Options granted under the Plan.
Manner of Exercise
Plan Options are exercisable by delivery of written notice to the
Company stating the number of Shares with respect to which the Plan Option is
being exercised, together with full payment of the purchase price therefor.
Payment shall be in cash, checks, certified or bank cashier's checks, promissory
notes secured by the Shares issued through exercise of the related Options,
shares of Common Stock or in such other form or combination of forms which shall
be acceptable to the Board of Directors or the Committee, provided that any loan
or guarantee by the Company of the purchase price may only be made upon
resolution of the Board or Committee that such loan or guarantee is reasonably
expected to benefit the Company.
Option Period
All Incentive Stock Options shall expire on or before the tenth (10th)
anniversary of the date the option is granted except as limited above.
Non-Qualified Options shall expire ten (10) years and one (1) day from the date
of grant unless otherwise provided under the terms of the option grant.
Termination
All Plan Options are nonassignable and nontransferable, except by will
or by the laws of descent and distribution, and during the lifetime of the
optionee, may be exercised only by such optionee. If an optionee shall die (i)
while an employee of the Corporation or a subsidiary or (ii) within three months
after termination of his employment with the Corporation or a subsidiary because
of his disability, or retirement or otherwise, his or her Options may be
exercised, to the extent that the optionee shall have been entitled to do so on
the date of his death or such termination of employment, by the person or
persons to whom the optionee's right under the Option pass by will or applicable
law, or if no such person has such right, by his executors or administrators.
In the event of termination of employment because of his death while an
employee or because of disability, his Options may be exercised not later than
the expiration date specified in the Option or one year after the optionee's
death, whichever date is earlier, or in the event of termination of employment
because of retirement or otherwise, not later than the expiration date specified
in the Option or one year after the optionee's death, whichever date is earlier.
If an optionee's employment by the Corporation or a subsidiary shall
terminate because of his disability and such optionee has not died within the
following three months, he may exercise his Options, to the extent that he shall
have been entitled to do so at the date of the termination of his employment, at
any time, or from time to time, but not later than the expiration date specified
in the Option or one year after termination of employment, whichever date is
earlier.
If an optionee's employment shall terminate for any reason other than
death or disability, optionee may exercise the Options to the same extent that
the Options were exercisable on the date of termination, for up to three (3)
months following such termination, or on or before the expiration date of the
Options,
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whichever occurs first. In the event that the optionee was not entitled to
exercise the Options at the date of termination or if the optionee does not
exercise such Options (which he or she was entitled to exercise) within the time
specified herein, the Options shall terminate.
If an optionee's employment shall terminate for any reason other than
death, disability or retirement, all right to exercise his Option shall
terminate not later than ninety (90) days following the date of such termination
of employment.
Modification and Termination of Plans
The Board of Directors or Committee may amend, suspend or terminate the
Plan at any time. However, no such action may prejudice the rights of any
optionee who has prior thereto been granted options under this Plan. Further, no
amendment to this Plan which has the effect of (a) increasing the aggregate
number of Shares subject to this Plan (except for adjustments due to changes in
the Company's capitalization), or (b) changing the definition of "Eligible
Person" under this Plan, may be effective unless and until approved by the
Shareholders of the Company in the same manner as approval of this Plan is
required. Any such termination of the Plan shall not affect the validity of any
Plan Options previously granted thereunder. Unless the Plan shall theretofore
have been suspended or terminated by the Board of Directors, the Plan shall
terminate on October 9, 2006.
Federal Income Tax Effects
The following discussion applies to the Plan and is based on federal
income tax laws and regulations in effect on December 31, 1998. It does not
purport to be a complete description of the federal income tax consequences of
the Plan, nor does it describe the consequences of state, local or foreign tax
laws which may be applicable. Accordingly, any person receiving a grant under
the Plan should consult with his own tax adviser.
The Plan is not subject to the provisions of the Employee Retirement
Income Security Act of 1974 and is not qualified under Section 401(a) of the
Internal Revenue Code of 1986, as amended (the "Code").
An employee granted an Incentive Stock Option does not recognize
taxable income either at the date of grant or at the date of its timely
exercise. However, the excess of the fair market value of Common Stock received
upon exercise of the Incentive Stock Option over the Option exercise price is an
item of tax preference under Section 57(a)(3) of the Code and may be subject to
the alternative minimum tax imposed by Section 55 of the Code. Upon disposition
of stock acquired on exercise of an Incentive Stock Option, long-term capital
gain or loss is recognized in an amount equal to the difference between the
sales price and the Incentive Stock Option exercise price, provided that the
option holder has not disposed of the stock within two years from the date of
grant and within one year from the date of exercise. If the Incentive Stock
Option holder disposes of the acquired stock (including the transfer of acquired
stock in payment of the exercise price of an Incentive Stock Option) without
complying with both of these holding period requirements ("Disqualifying
Disposition"), the option holder will recognize ordinary income at the time of
such Disqualifying Disposition to the extent of the difference between the
exercise price and the lesser of the fair market value of the stock on the date
the Incentive Stock Option is exercised (the value six months after the date of
exercise may govern in the case of an employee whose sale of stock at a profit
could subject him to suit under Section 16(b) of the Securities Exchange Act of
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1934) or the amount realized on such Disqualifying Disposition. Any remaining
gain or loss is treated as a short-term or long-term capital gain or loss,
depending on how long the shares are held. In the event of a Disqualifying
Disposition, the Incentive Stock Option tax preference described above may not
apply (although, where the Disqualifying Disposition occurs subsequent to the
year the Incentive Stock Option is exercised, it may be necessary for the
employee to amend his return to eliminate the tax preference item previously
reported). The Company and its subsidiaries are not entitled to a tax deduction
upon either exercise of an Incentive Stock Option or disposition of stock
acquired pursuant to such an exercise, except to the extent that the Option
holder recognized ordinary income in a Disqualifying Disposition.
If the holder of an Incentive Stock Option pays the exercise price, in
full or in part, with shares of previously acquired Common Stock, the exchange
should not affect the Incentive Stock Option tax treatment of the exercise. No
gain or loss should be recognized on the exchange, and the shares received by
the employee, equal in number to the previously acquired shares exchanged
therefor, will have the same basis and holding period for long-term capital gain
purposes as the previously acquired shares. The employee will not, however, be
able to utilize the old holding period for the purpose of satisfying the
Incentive Stock Option statutory holding period requirements. Shares received in
excess of the number of previously acquired shares will have a basis of zero and
a holding period which commences as of the date the Common Stock is issued to
the employee upon exercise of the Incentive Stock Option. If an exercise is
effected using shares previously acquired through the exercise of an Incentive
Stock Option, the exchange of the previously acquired shares will be considered
a disposition of such shares for the purpose of determining whether a
Disqualifying Disposition has occurred.
In respect to the holder of Non-Qualified Options, the option holder
does not recognize taxable income on the date of the grant of the Non-Qualified
Option, but recognizes ordinary income generally at the date of exercise in the
amount of the difference between the option exercise price and the fair market
value of the Common Stock on the date of exercise. However, if the holder of
Non-Qualified Options is subject to the restrictions on resale of Common Stock
under Section 16 of the Securities Exchange Act of 1944, such person generally
recognizes ordinary income at the end of the six-month period following the date
of exercise in the amount of the difference between the option exercise price
and the fair market value of the Common Stock at the end of the six-month
period. Nevertheless, such holder may elect within 30 days after the date of
exercise to recognize ordinary income as of the date of exercise. The amount of
ordinary income recognized by the option holder is deductible by the Company in
the year that income is recognized.
Restrictions Under Securities Laws
The sale of the Shares must be made in compliance with federal and
state securities laws. Officers, directors and 10% or greater shareholders of
the Company, as well as certain other persons or parties who may be deemed to be
"affiliates" of the Company under federal securities laws, should be aware that
resales by affiliates can only be made pursuant to an effective Registration
Statement, Rule 144 or other applicable exemption. Officers, directors and 10%
and greater stockholders may also be subject to the "short swing" profit rule of
Section 16(b) of the Securities Exchange Act of 1934.
10
<PAGE>
DESCRIPTION OF SECURITIES
The Company is authorized to issue (i) 50,000,000 shares of Common
Stock, $.001 par value per share, (ii) 5,000,000 shares of Class A Preferred
Stock, $.001 par value per share, (iii) 200,000 shares of Class B Preferred
Stock, $.001 par value per share, and (iv) 400,000 shares of Class C Preferred
Stock, $.001 par value per share. As of May 7, 1999, there were issued and
outstanding, 13,897,062 shares of Common Stock and no shares of Class A, Class B
or Class C Preferred Stock.
Common Stock
Subject to the dividend rights of the holders of Preferred Stock,
holders of shares of Common Stock are entitled to share, on a ratable basis,
such dividends as may be declared by the Board of Directors out of funds,
legally available therefor. Upon liquidation, dissolution or winding up of the
Company, after payment to creditors and holders of Preferred Stock that may be
outstanding, the assets of the Company will be divided pro rata on a per share
basis among the holders of the Common Stock.
Each share of Common Stock entitles the holders thereof to one vote.
Holders of Common Stock do not have cumulative voting rights which means that
the holders of more than 50% of the shares voting for the election of Directors
can elect all of the Directors if they choose to do so, and, in such event, the
holders of the remaining shares will not be able to elect any Directors. The
By-Laws of the Company require that only a majority of the issued and
outstanding shares of the Company need be represented to constitute a quorum and
to transact business at a stockholders' meeting. The Common Stock has no
preemptive, subscription or conversion rights and is not redeemable by the
Company.
Class A Preferred Stock
In December 1994, the Board of Directors of the Company issued an
initial series of Class A Preferred Stock, which was denominated as "Class A,
Series A Preferred Stock" (the "Series A Preferred Stock"). The shares of Series
A Preferred Stock have been assigned a value of $2.00 per share and yield
cumulative dividends of 15% per year, payable in cash or, at the discretion of
the Board of Directors, in Common Stock of the Company. The shares of Series A
Preferred Stock are redeemable at the Company's option at $2.00 per share, plus
all accrued dividends. Each share of Series A Preferred Stock is also
convertible into two shares of Common Stock, at the Preferred stockholder's
option. Dividends are payable at the time of conversion, but do not bear
interest. The holder of each share of Series A Preferred Stock is entitled to
five (5) votes per share. The Series A Preferred Stock has a liquidation
preference of $2.00 per share. All previously outstanding shares of Series A
Preferred Stock were converted into shares of Common Stock in or prior to March
1999.
Class B Preferred Stock
The Board of Directors has authorized the issuance of up to 200,000
shares of Class B Preferred Stock, $10.00 par value, which is denominated as
Class B Convertible Preferred Stock (the "Class B Preferred Stock"). Shares of
Class B Preferred Stock are entitled to dividends at the rate of 9% per annum,
based upon a value of $10.00 per share, and such dividends are payable before
the payment of dividends to the holders of common stock and Class A, Series A
Preferred Stock. Dividends on the Class B Preferred Stock are payable in cash or
in shares of the Company's common stock, as may be determined by the Company.
The Class B Preferred Stock is entitled to a $10.00 per share preference
11
<PAGE>
over Common Stockholders in the event of liquidation, dissolution or winding up
of the Company's affairs; however, the Class A, Series A Preferred Stock shall
be senior to the Class B Preferred Stock with respect to the liquidation
preference. The Company has the right to redeem the Class B Preferred Stock at a
redemption price of $10.00 per share, plus accrued dividends. Commencing six
months following issuance, each share of Class B Preferred Stock is convertible
at the option of the Company, into five shares of Common Stock, provided that
there is a trading market in the Class B Preferred Stock, and the closing price
of the Class B Preferred Stock is at least $3.00 per share for at least 10
consecutive trading days, with an aggregate volume of not less than 20,000
shares. Holders of Class B Preferred Stock have no voting rights by reason of
their ownership of Class B Preferred Stock (other than as may be conferred by
applicable law).
Class C Preferred Stock
The Board of Directors has authorized the creation of a class of
Preferred Stock, $0.001 par value per share, $10.00 stated value per share,
denominated as Class C $10 6% Cumulative Preferred Stock ("Class C Preferred
Stock"). The Class C Preferred Stock consists of 400,000 shares. Dividends on
the Class C Preferred Stock are payable, in arrears, at the rate of 6% per
annum. Holders of Class C Preferred Stock are not entitled to voting rights. The
Class C Preferred Stock is entitled to a liquidation preference of $10.00 per
share, which preference is payable pari passu with the liquidation preference
payable to holders of the Series A Preferred Stock and Class B Preferred Stock.
Each share of Class C Preferred Stock is convertible into shares of Common Stock
at the greater of $3.00 per share or 75% of the average closing bid price of the
common stock for the five trading days prior to issuance. The Class C Preferred
Stock is also automatically convertible into Common Stock at the closing of any
future public offering of the Company's securities.
The Company has no present intent to issue shares of Class A, Class B
or C Preferred Stock. The future issuance of any Preferred Stock could dilute
the ownership of the Company by its Common Stock holders, and could be used to
inhibit a hostile takeover of the Company.
Shares Eligible for Future Sale
As of May 7, 1999, there were 13,897,062 shares of Common Stock issued
and outstanding. Of such shares, (i) 6,300,313 shares currently comprise the
public float, and (ii) the balance of 7,596,749 shares are "restricted
securities which may be sold in compliance with Rule 144. In general, Rule 144
permits a shareholder of the Company who has beneficially owned restricted
shares of Common Stock for at least one year to sell without registration,
within a three-month period, a number of shares not exceeding the greater of one
percent of the then outstanding shares of Common Stock or, for exchange-listed
shares, the average weekly trading volume during the four calendar weeks
preceding the sale, assuming compliance by the Company with certain reporting
requirements. Furthermore, if such shares are held for at least two years by a
person not affiliated with the Company (in general, a person who is not an
executive officer, director or principal shareholder of the Company during the
three month period prior to resale), such restricted shares can be sold without
any volume limitation.
The public sale of shares, under Rule 144 or pursuant to the
Registration Statement, can be expected to have a depressive effect on the
market price of the Company's Common Stock.
12
<PAGE>
NASD OTC Bulletin Board
The Company's Common Stock is traded on the NASD Over the Counter
Bulletin Board under the symbol "HMSK". As such, the Company's Common Stock is
covered by a Securities and Exchange Commission ("SEC") rule that imposes
additional sales practice requirements on broker-dealers who sell such
securities to persons other than established customers and accredited investors
(generally institutions with assets in excess of $5,000,000 or individuals with
net worth in excess of $1,000,000 or annual income exceeding $200,000 or
$300,000 jointly with their spouse). For transactions covered by the rule, the
broker-dealer must make a special suitability determination for the purchaser
and receive the purchaser's written agreement to the transaction prior to the
sale. Consequently,the rule may affect the ability of broker-dealers to sell the
Company's securities and also may affect the ability of purchasers of Shares to
resell them. In the event the Company's Common Stock becomes listed on Nasdaq,
broker-dealers may be exempt from compliance with the SEC rule. So long as the
Company's net tangible assets remain in excess of $2,000,000, an exemption from
the rule will also continue in effect.
Transfer Agent
The transfer agent and registrar for the securities of the Company is
Atlas Stock Transfer Company, 5899 South State Street, Salt Lake City, Utah
84107, telephone number (801) 266-7151.
LEGAL MATTERS
Certain legal matters in connection with the securities being offered
hereby will be passed upon for the Company by Atlas, Pearlman, Trop & Borkson,
P.A., 200 East Las Olas Boulevard, Suite 1900, Fort Lauderdale, Florida 33301.
EXPERTS
The consolidated financial statements of the Company appearing in the
Company's Annual Report on Form 10-KSB, for the fiscal year ended June 30, 1998,
have been audited by Albright, Persing & Associates, Ltd., Independent Certified
Public Accountants, as set forth in their report thereon included therein and
incorporated herein by reference. Such financial statements are, and audited
financial statements to be included in subsequently filed documents will be,
incorporated herein in reliance upon the reports of Albright, Persing &
Associates, Ltd., pertaining to such financial statements (to the extent covered
by consents filed with the Securities and Exchange Commission) given upon the
authority of such firm as experts in accounting and auditing.
INDEMNIFICATION
The Nevada General Corporation Law (the "Corporation Law") permits the
indemnification of directors, employees, officers and agents of Nevada
corporations. The Company's Articles of Incorporation (the "Articles") and
Bylaws provide that the Company shall indemnify its directors and officers to
the fullest extent permitted by the Corporation Law.
The Articles of Incorporation and Bylaws of the Company require the
Company to indemnify its Directors and officers to the fullest extent permitted
by the Corporation Law.
13
<PAGE>
The above indemnification provisions notwithstanding, the Company is
aware that insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as express in the act and is
therefore unenforceable.
14
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
- ------- ---------------------------------------
(a) Annual Report on Form 10-KSB for the fiscal year ended
June 30, 1998.
(b) Quarterly Report on Form 10-QSB for the quarter ended
September 30, 1998.
(c) Quarterly Report on Form 10-QSB for the quarter ended
December 31, 1998.
(d) Quarterly Report on Form 10-QSB for the quarter ended
March 31, 1999.
All reports and documents filed by the Company pursuant to Section 13,
14 or 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
date of filing of such documents. Any statement incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any other subsequently filed
document, which also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any statement modified or superseded
shall not be deemed, except as so modified or superseded, to constitute part of
this Prospectus.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of the Prospectus has been
delivered, on the written request of any such person, a copy of any or all of
the documents referred to above which have been or may be incorporated by
reference in this Prospectus, other than exhibits to such documents. Written
requests for such copies should be directed to Corporate Secretary,
HomeSeekers.com, Incorporated, 2241 Park Place, Suite E, Minden, Nevada 89423.
ITEM 4. DESCRIPTION OF SECURITIES
- ------- -------------------------
The class of securities to be offered hereby is registered under
Section 12(g) of the Securities Exchange Act of 1934, as amended. A description
of the Registrant's securities is set forth in the Prospectus incorporated as a
part of this Registration Statement.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
- ------- --------------------------------------
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
- ------- -----------------------------------------
Section 78.751 of the Nevada General Corporation Law, provides as
follows:
1. A corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal,
II-1
<PAGE>
administrative or investigative, except an action by or in the right of the
corporation, by reason of the fact that he is or was a Director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a Director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses,
including attorneys' fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with the action, suit or
proceeding if he acted in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, does not, of itself, create a presumption that the
person did not act in good faith and in a manner which he reasonably believed to
be in or not opposed to the best interests of the corporation, and that, with
respect to any criminal action or proceeding, he had reasonable cause to believe
that his conduct was unlawful.
2. A corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or
in the right of the corporation to procure a judgment in its favor by reason of
the fact that he is or was a Director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
Director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. Indemnification may not be made for
any claim, issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.
3. To the extent that a Director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections 1 and 2, or in defense of any claim, issue
or matter therein, he must be indemnified by the corporation against expenses,
including attorneys' fees, actually and reasonably incurred by him in connection
with the defense.
4. Any indemnification under subsections 1 and 2, unless ordered by a court or
advanced pursuant to subsection 5, must be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
Director, officer, employee or agent is proper under the circumstances. The
determination must be made:
(a) By the stockholders;
(b) By the board of Directors by majority vote of a quorum
consisting of Directors who were not parties to the act,
suit or proceeding;
II-2
<PAGE>
(c) If a majority vote of a quorum consisting of Directors
who were not parties to the act, suit or proceeding so
orders, by independent legal counsel in a written opinion;
or
(d) If a quorum consisting of Directors who were not
parties to the act, suit or proceeding cannot be obtained,
by independent legal counsel in a written opinion.
5. The articles of incorporation, the bylaws or an agreement made by the
corporation may provide that the expenses of officers and Directors incurred in
defending a civil or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding, upon receipt of an undertaking by or on behalf of
the Director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation. The provisions of this subsection do not affect any rights to
advancement of expenses to which corporate personnel other than Directors or
officers may be entitled under any contract or otherwise by law.
6. The indemnification and advancement of expenses authorized in or ordered by a
court pursuant to this section:
(a) Does not exclude any other rights to which a person
seeking indemnification or advancement of expenses may be
entitled under the articles of incorporation or any bylaw,
agreement, vote of stockholders or disinterested Directors or
otherwise, for either an action in his official capacity or an
action in another capacity while holding his office, except
that indemnification, unless ordered by a court pursuant to
subsection 2 or for the advancement of expenses made pursuant
to subsection 5, may not be made to or on behalf of any
Director or officer if a final adjudication establishes that
his acts or omissions involved intentional misconduct, fraud
or a knowing violation of the law and was material to the
cause of action.
(b) Continues for a person who has ceased to be a Director,
officer, employee or agent and inures to the benefit of the
heirs, executors and administrators of such a person.
Article IX of the Company's Revised Bylaws provides as follows:
Every person who was or is a party or is threatened to be made a party
to or is involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or a person of
whom he is the legal representative is or was a Director or officer of the
Corporation or is or was serving at the request of the Corporation or for its
benefit as a Director or officer of another corporation, or as its
representative in a partnership, joint venture, trust or other enterprise, shall
be indemnified and held harmless to the fullest extent legally permissible under
the General Corporation Law of the State of Nevada from time to time against all
expenses, liability and loss (including attorneys' fees, judgments, fines and
amounts paid or to be paid in settlement) reasonably incurred or suffered by him
in connection therewith. Such right of indemnification shall be a contract right
which may be enforced in any manner desired by such person. Such right of
indemnification shall not be exclusive of any other right which such Directors,
officers or representatives may have or hereafter acquire and, without limiting
the generality of such statement, they shall be entitled to their respective
II-3
<PAGE>
rights of indemnification under any by-law, agreement, vote of Shareholders,
provision of law or otherwise, as well as their rights under this Article.
The Board of Directors may cause the Corporation to purchase and
maintain insurance on behalf of any person who is or was a Director or officer
of the Corporation, or is or was serving at the request of the Corporation as a
Director or officer of another corporation, or as its representative in a
partnership, joint venture, trust or other enterprise against any liability
asserted against such person and incurred in any such capacity or arising out of
such status, whether or not the Corporation would have the power to indemnify
such person.
The indemnification provisions above provided shall include, but not be
limited to, reimbursement of all fees, including amounts paid in settlement and
attorneys' fees actually and reasonably incurred, in connection with the defense
or settlement of any action or suit if such party to be indemnified acted in
good faith and in a matter reasonably believed to be in or not opposed to the
best interests of the Corporation. Indemnification may not be made for any
claim, issue or matter as to which the person claiming after exhaustion of all
appeals therefrom to be liable to the Corporation or for amounts paid in
settlement to the Corporation unless and only to the extent that the court in
which the action or suit was brought or other court of competent jurisdiction
determines upon application that the person is fairly and reasonably entitled to
indemnify for such expenses as the court deems proper.
The Company has obtained officers and directors liability insurance
with an aggregate coverage of $3,000,000.
The above indemnification provisions notwithstanding, the Company is
aware that insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as express in the act and is
therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
- ------- -----------------------------------
Inasmuch as the employees, executives, directors and consultants who
received the Shares of the Company will be either knowledgeable, sophisticated
or have access to comprehensive information relevant to the Company, such
transaction was undertaken in reliance on the exemption from registration
provided by Section 4(2) of the Act. Alternatively, the Company will rely upon
the exemptions afforded by Regulation D under the Act. As a condition precedent
to option grants, security holders were required to express an investment intent
and consent to the imprinting of a restrictive legend on each stock certificate
to be received from the Registrant.
ITEM 8. EXHIBITS
- ------- --------
Exhibit Description
- ------- -----------
4(a) HomeSeekers.com, Incorporated Amended and Restated
1996 Stock Option Plan
II-4
<PAGE>
(5) Opinion of Atlas, Pearlman, Trop & Borkson, P.A.
relating to the issuance of shares of Common Stock
pursuant to the HomeSeekers.com, Incorporated Amended
and Restated 1996 Stock Option Plan and the Option
Agreements with Executive Employees
(24.1) Consent of Atlas, Pearlman, Trop & Borkson, P.A.
(included in the opinion filed as Exhibit (5) hereto)
(24.2) Consent of independent certified public accountants
ITEM 9. UNDERTAKINGS
- ------- ------------
(1) The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offerings or sales are being
made, a post-effective amendment to this Registration Statement 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;
(b) That, for the purposes of determining any liability under the
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
thereof; and
(c) 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.
(2) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(3) Insofar as indemnification for liabilities arising under the Act
may be permitted to Directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a Director, officer of controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
Director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Minden and the State of Nevada, on the 7th day
of May 1999.
HOMESEEKERS.COM, INCORPORATED
By: /s/ GREG JOHNSON
------------------------------
Greg Johnson
Chairman and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ GREG JOHNSON Chairman of the Board, Chief May 7, 1999
- ------------------------- Executive Officer and Director
Greg Johnson (Principal Executive Officer)
/s/ JOHN GIAIMO President, Chief Operating May 7, 1999
- ------------------------- Officer and Director
John Giaimo
/s/ DOUG SWANSON Vice Chairman of the Board, May 7, 1999
- ------------------------- Executive Vice President and
Doug Swanson Director
/s/ SCOTT BERRY Chief Financial Officer (Principal May 7, 1999
- ------------------------- Financial and Accounting Officer)
Scott Berry
/s/ LARRY ROSS Vice President - Marketing May 7, 1999
- -------------------------
Larry Ross
/s/ BRADLEY N. ROTTER Director May 7, 1999
- -------------------------
Bradley N. Rotter
/s/ DAVID HOLMES Director May 7, 1999
- -------------------------
David Holmes
</TABLE>
<PAGE>
EXHIBIT INDEX
HOMESEEKERS.COM, INCORPORATED
-----------------------------
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
4(a) HomeSeekers.com, Incorporated Amended
and Restated 1996 Stock Option Plan
(5) Opinion of Atlas, Pearlman, Trop & Borkson, P.A.
relating to the issuance of shares of Common
Stock pursuant to the HomeSeekers.com,
Incorporated Amended and Restated 1996
Stock Option Plan
(24.1) Consent of Atlas, Pearlman, Trop & Borkson, P.A.
(included in the opinion filed as Exhibit (5) hereto).
(24.2) Consent of independent certified public accountants
HOMESEEKERS.COM, INCORPORATED
AMENDED AND RESTATED
1996 STOCK OPTION PLAN
----------------------
1. Grant of Options; Generally. In accordance with the provisions
hereinafter set forth in this stock option plan, the name of which is the
HOMESEEKERS.COM, INCORPORATED AMENDED AND RESTATED 1996 STOCK OPTION PLAN (the
"Plan"), the Board of Directors (the "Board") or, the Compensation Committee
(the "Stock Option Committee") of HOMESEEKERS.COM, INCORPORATED (the
"Corporation") is hereby authorized to issue from time to time on the
Corporation's behalf to any one or more Eligible Persons, as hereinafter
defined, options to acquire shares of the Corporation's $.001 par value common
stock (the "Stock").
2. Type of Options. The Board or the Stock Option Committee is
authorized to issue options which meet the requirements of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), which options are
hereinafter referred to collectively as ISOs, or singularly as an ISO. The Board
or the Stock Option Committee is also, in its discretion, authorized to issue
options which are not ISOs, which options are hereinafter referred to
collectively as NSOs, or singularly as an NSO. The Board or the Stock Option
Committee is also authorized, but not obligated, to issue "Reload Options" in
accordance with Paragraph 8 herein, which options are hereinafter referred to
collectively as Reload Options, or singularly as a Reload Option. Except where
the context indicates to the contrary, the term "Option" or "Options" means
ISOs, NSOs and Reload Options.
3. Amount of Stock. The aggregate number of shares of Stock which may
be purchased pursuant to the exercise of Options shall be 5,500,000 shares. Of
this amount, the Board or the Stock Option Committee shall have the power and
authority to designate whether any Options so issued shall be ISOs or NSOs,
subject to the restrictions on ISOs contained elsewhere herein. If an Option
ceases to be exercisable, in whole or in part, the shares of Stock underlying
such Option shall continue to be available under this Plan. Further, if shares
of Stock are delivered to the Corporation as payment for shares of Stock
purchased by the exercise of an Option granted under this Plan, such shares of
Stock shall also be available under this Plan. If there is any change in the
number of shares of Stock on account of the declaration of stock dividends,
recapitalization resulting in stock split-ups, or combinations or exchanges of
shares of Stock, or otherwise, the number of shares of Stock available for
purchase upon the exercise of Options, the shares of Stock subject to any Option
and the exercise price of any outstanding Option shall be appropriately adjusted
by the Board or the Stock Option Committee. The Board or the Stock Option
Committee shall give notice of any adjustments to each Eligible Person granted
an Option under this Plan, and such adjustments shall be effective and binding
on all Eligible Persons. If because of one or more re-capitalizations,
reorganizations or other corporate events, the holders of outstanding Stock
receive something other than shares of Stock then, upon exercise of an Option,
the Eligible Person will receive what the holder would have owned if the holder
had exercised the Option immediately before the first such corporate event and
not disposed of anything the holder received as a result of the corporate event.
4. Eligible Persons.
(a) With respect to ISOs, an Eligible Person means any
individual who has been employed by the Corporation or by any subsidiary of the
Corporation, for a continuous period of at least sixty (60) days.
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(b) With respect to NSOs, an Eligible Person means (i) any
individual who has been employed by the Corporation or by any subsidiary of the
Corporation, for a continuous period of at least sixty (60) days, (ii) any
director of the Corporation or any subsidiary of the Corporation, (iii) any
member of the Corporation's advisory board member or of any of the Corporation's
subsidiar(ies), or (iv) any consultant of the Corporation or by any subsidiary
of the Corporation.
5. Grant of Options. The Board or the Stock Option Committee has the
right to issue the Options established by this Plan to Eligible Persons. The
Board or the Stock Option Committee shall follow the procedures prescribed for
it elsewhere in this Plan. A grant of Options shall be set forth in a writing
signed on behalf of the Corporation or by a majority of the members of the Stock
Option Committee. The writing shall identify whether the Option being granted is
an ISO or an NSO and shall set forth the terms which govern the Option. The
terms shall be determined by the Board or the Stock Option Committee, and may
include, among other terms, the number of shares of Stock that may be acquired
pursuant to the exercise of the Options, when the Options may be exercised, the
period for which the Option is granted and including the expiration date, the
effect on the Options if the Eligible Person terminates employment and whether
the Eligible Person may deliver shares of Stock to pay for the shares of Stock
to be purchased by the exercise of the Option. However, no term shall be set
forth in the writing which is inconsistent with any of the terms of this Plan.
The terms of an Option granted to an Eligible Person may differ from the terms
of an Option granted to another Eligible Person, and may differ from the terms
of an earlier Option granted to the same Eligible Person.
6. Option Price. The Option price per share shall be determined by the
Board or the Stock Option Committee at the time any Option is granted, and shall
be not less than (i) in the case of an ISO, the fair market value, (ii) in the
case of an ISO granted to a ten percent or greater stockholder, 110% of the fair
market value, or (iii) in the case of an NSO, not less than 75% of the fair
market value (but in no event less than the par value) of one share of Stock on
the date the Option is granted, as determined by the Board or the Stock Option
Committee. Fair market value as used herein shall be:
(a) If shares of Stock shall be traded on an exchange or
over-the-counter market, the closing price or the closing bid price of such
Stock on such exchange or over-the-counter market on which such shares shall be
traded on that date, or if such exchange or over-the-counter market is closed or
if no shares shall have traded on such date, on the last preceding date on which
such shares shall have traded.
(b) If shares of Stock shall not be traded on an exchange or
over-the-counter market, the value as determined by the Board of Directors or
the Stock Option Committee of the Corporation.
7. Purchase of Shares. An Option shall be exercised by the tender to
the Corporation of the full purchase price of the Stock with respect to which
the Option is exercised and written notice of the exercise. The purchase price
of the Stock shall be in United States dollars, payable in cash or by check, or
in property or Corporation stock, if so permitted by the Board or the Stock
Option Committee in accordance with the discretion granted in Paragraph 5
hereof, having a value equal to such purchase price. The Corporation shall not
be required to issue or deliver any certificates for shares of Stock purchased
upon the exercise of an Option prior to (i) if requested by the Corporation, the
filing with the Corporation by the Eligible Person of a representation in
writing that it is the Eligible Person's then present intention to acquire the
Stock being purchased for investment and not for resale, and/or (ii) the
completion of any registration or other qualification of such shares under any
government regulatory body, which the Corporation shall determine to be
necessary or advisable.
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8. Grant of Reload Options. In granting an Option under this Plan, the
Board or the Stock Option Committee may, but shall not be obligated to include,
a Reload Option provision therein, subject to the provisions set forth in
Paragraphs 20 and 21 herein. A Reload Option provision provides that if the
Eligible Person pays the exercise price of shares of Stock to be purchased by
the exercise of an ISO, NSO or another Reload Option (the "Original Option") by
delivering to the Corporation shares of Stock already owned by the Eligible
Person (the "Tendered Shares"), the Eligible Person shall receive a Reload
Option which shall be a new Option to purchase shares of Stock equal in number
to the tendered shares. The terms of any Reload Option shall be determined by
the Board or the Stock Option Committee consistent with the provisions of this
Plan.
9. Stock Option Committee. The Stock Option Committee may be appointed
from time to time by the Corporation's Board of Directors. The Board may from
time to time remove members from or add members to the Stock Option Committee.
The Stock Option Committee shall be constituted so as to permit the Plan to
comply in all respects with the provisions set forth in Paragraph 20 herein. The
members of the Stock Option Committee may elect one of its members as its
chairman. The Stock Option Committee shall hold its meetings at such times and
places as its chairman shall determine. A majority of the Stock Option
Committee's members present in person shall constitute a quorum for the
transaction of business. All determinations of the Stock Option Committee will
be made by the majority vote of the members constituting the quorum. The members
may participate in a meeting of the Stock Option Committee by conference
telephone or similar communications equipment by means of which all members
participating in the meeting can hear each other. Participation in a meeting in
that manner will constitute presence in person at the meeting. Any decision or
determination reduced to writing and signed by all members of the Stock Option
Committee will be effective as if it had been made by a majority vote of all
members of the Stock Option Committee at a meeting which is duly called and
held.
10. Administration of Plan. In addition to granting Options and to
exercising the authority granted to it elsewhere in this Plan, the Board or the
Stock Option Committee is granted the full right and authority to interpret and
construe the provisions of this Plan, promulgate, amend and rescind rules and
procedures relating to the implementation of the Plan and to make all other
determinations necessary or advisable for the administration of the Plan,
consistent, however, with the intent of the Corporation that Options granted or
awarded pursuant to the Plan comply with the provisions of Paragraph 20 and 21
herein. All determinations made by the Board or the Stock Option Committee shall
be final, binding and conclusive on all persons including the Eligible Person,
the Corporation and its stockholders, employees, officers and directors and
consultants. No member of the Board or the Stock Option Committee will be liable
for any act or omission in connection with the administration of this Plan
unless it is attributable to that member's willful misconduct.
11. Provisions Applicable to ISOs. The following provisions shall apply
to all ISOs granted by the Board or the Stock Option Committee and are
incorporated by reference into any writing granting an ISO:
(a) An ISO may only be granted within ten (10) years from
October 11, 1995, the date that this Plan was originally adopted by the
Corporation's Board of Directors.
(b) An ISO may not be exercised after the expiration of ten
(10) years from the date the ISO is granted.
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(c) The option price may not be less than the fair market
value of the Stock at the time the ISO is granted.
(d) An ISO is not transferable by the Eligible Person to whom
it is granted except by will, or the laws of descent and distribution, and is
exercisable during his or her lifetime only by the Eligible Person.
(e) If the Eligible Person receiving the ISO owns at the time
of the grant stock possessing more than ten (10%) percent of the total combined
voting power of all classes of stock of the employer corporation or of its
parent or subsidiary corporation (as those terms are defined in the Code), then
the option price shall be at least 110% of the fair market value of the Stock,
and the ISO shall not be exercisable after the expiration of five (5) years from
the date the ISO is granted.
(f) The aggregate fair market value (determined at the time
the ISO is granted) of the Stock with respect to which the ISO is first
exercisable by the Eligible Person during any calendar year (under this Plan and
any other incentive stock option plan of the Corporation) shall not exceed
$100,000.
(g) Even if the shares of Stock which are issued upon exercise
of an ISO are sold within one year following the exercise of such ISO so that
the sale constitutes a disqualifying disposition for ISO treatment under the
Code, no provision of this Plan shall be construed as prohibiting such a sale.
(h) This Plan was ratified by the Corporation's Board of
Directors on October 9, 1996 for all issuance of ISOs and NSOs by the Company on
or subsequent to December 31, 1995. Approval by the stockholders of the
Corporation is to occur prior to December 31, 1996.
12. Determination of Fair Market Value. In granting ISOs under this
Plan, the Board or the Stock Option Committee shall make a good faith
determination as to the fair market value of the Stock at the time of granting
the ISO.
13. Restrictions on Issuance of Stock. The Corporation shall not be
obligated to sell or issue any shares of Stock pursuant to the exercise of an
Option unless the Stock with respect to which the Option is being exercised is
at that time effectively registered or exempt from registration under the
Securities Act of 1933, as amended, and any other applicable laws, rules and
regulations. The Corporation may condition the exercise of an Option granted in
accordance herewith upon receipt from the Eligible Person, or any other
purchaser thereof, of a written representation that at the time of such exercise
it is his or her then present intention to acquire the shares of Stock for
investment and not with a view to, or for sale in connection with, any
distribution thereof; except that, in the case of a legal representative of an
Eligible Person, "distribution" shall be defined to exclude distribution by will
or under the laws of descent and distribution. Prior to issuing any shares of
Stock pursuant to the exercise of an Option, the Corporation shall take such
steps as it deems necessary to satisfy any withholding tax obligations imposed
upon it by any level of government.
14. Exercise in the Event of Death or Termination of Employment.
(a) If an optionee shall die (i) while an employee of the
Corporation or a Subsidiary or (ii) within three (3) months after termination of
his employment with the Corporation or a Subsidiary, the Options may be
exercised, to the extent that the optionee shall have been entitled to do so on
the date
4
<PAGE>
of his or her death or such termination of employment, by the person or persons
to whom the optionee's right under the Options pass by will or applicable law,
or if no such person has such right, by his executors or administrators, at any
time, or from time to time. In the event an optionee is an employee of the
Corporation or a Subsidiary at the time of his or her death, the Options may be
exercised not later than the expiration date specified in Paragraph 5 or one (1)
year after the optionee's death, whichever date is earlier.
(b) Notwithstanding Section 14(a), above, if an optionee's
employment with the Corporation or a Subsidiary terminates because of his or her
disability, he or she may exercise the Options, to the extent that he or she
shall have been entitled to do so at the date of the termination of employment,
at any time, or from time to time, but not later than the expiration date
specified in Paragraph 5 hereof or one (1) year after termination of employment,
whichever date is earlier.
(c) If an optionee's employment shall terminate for any reason
other than death or disability, optionee may exercise the Options to the same
extent that the Options were exercisable on the date of termination, for up to
three (3) months following such termination, or on or before the expiration date
of the Options, whichever occurs first. In the event that the optionee was not
entitled to exercise the Options at the date of termination or if the optionee
does not exercise such Options (which he or she was entitled to exercise) within
the time specified herein, the Options shall terminate.
15. Corporate Events. In the event of the proposed dissolution or
liquidation of the Corporation, a proposed sale of all or substantially all of
the assets of the Corporation, a merger or tender for the Corporation's shares
of Common Stock the Board of Directors shall declare that each Option granted
under this Plan shall terminate as of a date to be fixed by the Board of
Directors; provided that not less than thirty (30) days written notice of the
date so fixed shall be given to each Eligible Person holding an Option, and each
such Eligible Person shall have the right, during the period of thirty (30) days
preceding such termination, to exercise his Option as to all or any part of the
shares of Stock covered thereby, including shares of Stock as to which such
Option would not otherwise be exercisable. Nothing set forth herein shall extend
the term set for purchasing the shares of Stock set forth in the Option.
16. No Guarantee of Employment. Nothing in this Plan or in any writing
granting an Option will confer upon any Eligible Person the right to continue in
the employ of the Eligible Person's employer, or will interfere with or restrict
in any way the right of the Eligible Person's employer to discharge such
Eligible Person at any time for any reason whatsoever, with or without cause.
17. Non-transferability. No Option granted under the Plan shall be
transferable other than by will or by the laws of descent and distribution.
During the lifetime of the optionee, an Option shall be exercisable only by him.
18. No Rights as Stockholder. No optionee shall have any rights as a
stockholder with respect to any shares subject to his Option prior to the date
of issuance to him of a certificate or certificates for such shares.
19. Amendment and Discontinuance of Plan. The Corporation's Board of
Directors may amend, suspend or discontinue this Plan at any time. However, no
such action may prejudice the rights of any Eligible Person who has prior
thereto been granted Options under this Plan. Further, no amendment to this Plan
which has the effect of (a) increasing the aggregate number of shares of Stock
5
<PAGE>
subject to this Plan (except for adjustments pursuant to Paragraph 3 herein), or
(b) changing the definition of Eligible Person under this Plan, may be effective
unless and until approval of the stockholders of the Corporation is obtained in
the same manner as approval of this Plan is required. The Corporation's Board of
Directors is authorized to seek the approval of the Corporation's stockholders
for any other changes it proposes to make to this Plan which require such
approval, however, the Board of Directors may modify the Plan, as necessary, to
effectuate the intent of the Plan as a result of any changes in the tax,
accounting or securities laws treatment of Eligible Persons and the Plan,
subject to the provisions set forth in this Paragraph 19, and Paragraphs 20 and
21.
20. Compliance with Rule 16b-3. This Plan is intended to comply in all
respects with Rule 16b-3 ("Rule 16b-3") promulgated by the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), with respect to participants who are subject to Section 16 of
the Exchange Act, and any provision(s) herein that is/are contrary to Rule 16b-3
shall be deemed null and void to the extent appropriate by either the Stock
Option Committee or the Corporation's Board of Directors.
21. Compliance with Code. The aspects of this Plan on ISOs are intended
to comply in every respect with Section 422 of the Code and the regulations
promulgated thereunder. In the event any future statute or regulation shall
modify the existing statute, the aspects of this Plan on ISOs shall be deemed to
incorporate by reference such modification. Any stock option agreement relating
to any Option granted pursuant to this Plan outstanding and unexercised at the
time any modifying statute or regulation becomes effective shall also be deemed
to incorporate by reference such modification and no notice of such modification
need be given to optionee.
If any provision of the aspects of this Plan on ISOs is
determined to disqualify the shares purchasable pursuant to the Options granted
under this Plan from the special tax treatment provided by Code Section 422,
such provision shall be deemed null and void and to incorporate by reference the
modification required to qualify the shares for said tax treatment.
22. Compliance With Other Laws and Regulations. The Plan, the grant and
exercise of Options thereunder, and the obligation of the Corporation to sell
and deliver Stock under such options, shall be subject to all applicable federal
and state laws, rules, and regulations and to such approvals by any government
or regulatory agency as may be required. The Corporation shall not be required
to issue or deliver any certificates for shares of Stock prior to (a) the
listing of such shares on any stock exchange or over-the-counter market on which
the Stock may then be listed and (b) the completion of any registration or
qualification of such shares under any federal or state law, or any ruling or
regulation of any government body which the Corporation shall, in its sole
discretion, determine to be necessary or advisable. Moreover, no Option may be
exercised if its exercise or the receipt of Stock pursuant thereto would be
contrary to applicable laws.
23. Disposition of Shares. In the event any share of Stock acquired by
an exercise of an Option granted under the Plan shall be transferable other than
by will or by the laws of descent and distribution within two years of the date
such Option was granted or within one year after the transfer of such Stock
pursuant to such exercise, the optionee shall give prompt written notice thereof
to the Corporation or the Stock Option Committee.
24. Name. The Plan shall be known as the "Homeseekers.com, Incorporated
Amended and Restated 1996 Stock Option Plan."
6
<PAGE>
25. Notices. Any notice hereunder shall be in writing and sent by
certified mail, return receipt requested or by facsimile transmission (with
electronic or written confirmation of receipt) and when addressed to the
Corporation shall be sent to it at its office, 2241 Park Place, Suite E, Minden,
Nevada 89423-8602 and when addressed to the Committee shall be sent to it 2241
Park Place, Suite E, Minden, Nevada 89423-8602, subject to the right of either
party to designate at any time hereafter in writing some other address,
facsimile number or person to whose attention such notice shall be sent.
26. Headings. The headings preceding the text of Sections and
subparagraphs hereof are inserted solely for convenience of reference, and shall
not constitute a part of this Plan nor shall they affect its meaning,
construction or effect.
27. Effective Date. This Plan, the Homeseekers.com, Incorporated
Amended and Restated 1996 Stock Option Plan, yes adopted by the Board of
Directors of the Corporation on October 9, 1996.
The effective date of the Plan shall be the same date.
Dated as Of October 9, 1996.
HOMESEEKERS.COM, INCORPORATED
By:/s/ Greg Johnson
-------------------------------
Its: Chief Executive Officer
7
Opinion of Atlas, Pearlman, Trop & Borkson, P.A.
relating to the issuance of shares of Common Stock
pursuant to the HomeSeekers.com, Incorporated
Amended and Restated 1996 Stock Option Plan
May 7, 1999
HomeSeekers.com, Incorporated
2241 Park Place, Suite E
Minden, NV 89423
Re: Registration Statement on Form S-8; HomeSeekers.com,
Incorporated (the "Company") Amended and Restated 1996 Stock
Option Plan
Gentlemen:
This opinion is submitted pursuant to the applicable rules of the
Securities and Exchange Commission ("Commission") with respect to the
registration by the Company and the resale of an aggregate of 5,500,000 shares
of Common Stock, $.001 par value per share of the Company (the "Shares"). The
Shares may be sold pursuant to the above the Registration Statement and the
Company's Amended and Restated 1996 Stock Option Plan ("Plan"). The shares of
Common Stock to be sold consist of 5,500,000 shares of Common Stock to be issued
under various Common Stock purchase options (the "Options") granted pursuant to
the Plan.
In our capacity as counsel to the Company, we have examined the
original, certified, conformed, photostat or other copies of the Company's
Articles of Incorporation, By-Laws, the Plan and various other agreements and
written options to officers, directors, key employees and consultants to the
Company, corporate minutes provided to us by the Company and such other
documents and instruments as we deemed necessary. In all such examinations, we
have assumed the genuineness of all signatures on original documents, and the
conformity to originals or certified documents of all copies submitted to us as
conformed, photostat or other copies. In passing upon certain corporate records
and documents of the Company, we have necessarily assumed the correctness and
completeness of the statements made or included therein by the Company, and we
express no opinion thereon.
Subject to and in reliance upon the foregoing, we are of the opinion
that the Shares to be issued upon exercise of the Options, when issued in
accordance with the terms thereof, will be validly issued, fully paid and
non-assessable.
We hereby consent to the use of this opinion in the Registration
Statement on Form S-8 to be filed with the Commission.
Very truly yours,
ATLAS, PEARLMAN, TROP & BORKSON, P.A.
/s/ATLAS, PEARLMAN, TROP & BORKSON, P.A.
----------------------------------------
JMS/sf
INDEPENDENT AUDITORS' CONSENT
We consent to the use in the Registration Statement of HomeSeekers.com,
Incorporated (the "Company") on Form S-8 of our report dated September 24, 1998
incorporated by reference to the Company's Annual Report on Form 10-KSB for the
year ended June 30, 1998, on the consolidated balance sheets of HomeSeekers.com,
Incorporated as of June 30, 1998 and 1997, and the related statements of
operations, stockholders' deficit and cash flows for the years then ended.
We also consent to the reference to us under the heading "Experts" in
such Registration Statement.
/s/ Albright, Persing & Associates, Ltd.
- ----------------------------------------
ALBRIGHT, PERSING & ASSOCIATES, LTD.
Reno, Nevada
May 7, 1999
