Registration of Securities of a Small-Business Issuer — Form 10-SB
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10SB12G Registration of Securities of a Small-Business 83 345K
Issuer
2: EX-3.1 Articles of Incorporation/Organization or By-Laws 6 25K
3: EX-3.1(I) Articles of Incorporation/Organization or By-Laws 2 11K
4: EX-3.1(II) Articles of Incorporation/Organization or By-Laws 2 15K
5: EX-3.1(III) Articles of Incorporation/Organization or By-Laws 7 33K
6: EX-3.1(IV) Articles of Incorporation/Organization or By-Laws 1 10K
7: EX-3.1(V) Articles of Incorporation/Organization or By-Laws 1 10K
8: EX-3.2 Articles of Incorporation/Organization or By-Laws 13 59K
9: EX-3.2(I) Articles of Incorporation/Organization or By-Laws 1 10K
10: EX-4.1 Instrument Defining the Rights of Security Holders 1 8K
11: EX-4.1(I) Instrument Defining the Rights of Security Holders 13 68K
12: EX-10.1 Material Contract 8 37K
13: EX-10.2 Material Contract 6 31K
14: EX-10.3 Material Contract 6 31K
15: EX-10.4 Material Contract 6 31K
16: EX-10.5 Material Contract 2 13K
17: EX-10.6 Material Contract 11 61K
18: EX-10.7 Material Contract 12 63K
19: EX-10.8 Material Contract 3 21K
20: EX-10.9 Material Contract 1 8K
21: EX-23.1 Consent of Experts or Counsel 1 9K
22: EX-23.1(I) Consent of Experts or Counsel 1 9K
23: EX-27 Financial Data Schedule (Pre-XBRL) 1 12K
EX-10.1 — Material Contract
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EX-10.1
2000 STOCK OPTION PLAN
BEACON LIGHT HOLDING CORPORATION
1999 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 BEACON LIGHT HOLDING CORPORATION 1999
STOCK OPTION PLAN (the "Plan") , the Board of Directors (the "Board") or, the
Compensation Committee (the "Stock Option Committee") of BEACON LIGHT HOLDING
CORPORATION (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 3,000,000 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
Options 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 recapitalizations, 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
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the holder would have owned if the holder had exercised the Option immediately
before the first such corporate event and disposed of anything the holder
received as a result of the corporate event.
4. ELIGIBLE PERSONS.
(a) With respect to ISO's 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.
(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
subsidiaries, 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 shal1 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 of 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 offer form 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, or such other value as determined by the Board or
the Stock Option Committee of the Corporation.
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(b) If shares of Stock shall not be traded on an exchange or
over-the-counter market, the value as determined by the Board 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 or Options, 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 Persons 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.
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 Board.
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 to
its members as its chairman. The Stock Option Committee shall hold its meetings
at such time 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.
132
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 June 29,
1999, the date that this Plan was originally adopted by the Board.
(b) An ISO may not be exercised after the expiration of ten (10) years
from the date the ISO is granted.
(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) 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.
(g) This Plan was adopted by the Corporation on June 29, 1999, by
virtue of its approval by the Board. Approval by the stockholders of the
Corporation is to occur as soon as practicable.
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.
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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 TRANSFEREE
(a) If an optionee shall die while an employee of the Corporation or a
Subsidiary or within three months after termination of his employment with the
Corporation or a Subsidiary because of his disability, or retirement or
otherwise, his 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 rights under the
Option 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 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 Paragraph 5 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 Paragraph 5 hereof or one year after the optionee's death, whichever date is
earlier.
(b) 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 Paragraph 5 hereof or one year after termination of
employment, whichever date is earlier.
(c) If an optionee's employment shall terminate by reason of his
retirement in accordance with the terms of the (c) If an optionee's employment
shall terminate by reason of his retirement in accordance with the terms of the
Corporation's retirement plans or with the consent of the Board or the Stock
Option Committee or involuntarily other than by termination for cause, and such
optionee had not died within the following three months, he may exercise his
Option to the extent he shall have been entitled to do so at the date of the
termination of his employment, at any time and from time to time, but not later
than the expiration date specified in Paragraph 5 hereof.
(d) If an optionee's employment shall terminate for cause, all right to
exercise his Options shall terminate at the date of such termination of
employment.
134
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 shall
declare that each Option granted under this Plan shall terminate as of a date to
be fixed by the Board; 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. NONTRANSFERABILITY
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 Board 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
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 Board 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
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 l6B-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
Board.
135
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 stature, 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 to 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 fisted 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 "Beacon Light 1999 Stock Option Plan."
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, 100 Pearl Street - 14th Floor, Hartford, Connecticut 06103 and
when addressed to the Committee shall be sent to it, 100 Pearl Street - 14th
Floor, Hartford, Connecticut 06103, 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.
136
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
The Plan, was adopted by the Board on November 22, 1999. The effective date
of the Plan shall be the same date.
Dated as of November 22, 1999
BEACON LIGHT HOLDING CORPORATION
By:/s/ Jerry Gruenbaum
---------------------
Jerry Gruenbaum
Its President
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Dates Referenced Herein and Documents Incorporated by Reference
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| This ‘10SB12G’ Filing | | Date | | First | | Last | | | Other Filings |
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| Filed on: | | 3/24/00 | | | | | | | None on these Dates |
| | 11/22/99 | | 8 |
| | 6/29/99 | | 4 |
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