Registration of Securities by a Small-Business Issuer — Form SB-2
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SB-2 Registration Statement 52 232K
2: EX-3.(I) Corporate Charter 5 19K
3: EX-3.(II) Bylaws 14 57K
4: EX-10.1 Sublease Agreement 34 78K
5: EX-10.2 Trademark Applications 12 38K
6: EX-10.3 Stock Option Plan 11 43K
7: EX-10.4 Stock Option Agreements 26 63K
8: EX-10.5 Distribution Agreement 6± 23K
9: EX-10.6 Employment Agreement 16 62K
10: EX-10.7 Agreement With Ian Noakes 3 12K
11: EX-10.8 Consulting Agreement With Knight Mitchell 5 24K
12: EX-11.1 Schedule of Eps 1 6K
13: EX-21.1 Subsidiaries of the Registrant 1 6K
14: EX-23.1 Consent of Independent Certified Pub. Acct. 1 8K
15: EX-27 Financial Data Schedule 1 9K
EX-10.3 — Stock Option Plan
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ISHOPNOMARKUP.COM, INC.
1999 STOCK OPTION PLAN
1. PURPOSES OF THIS PLAN. The purposes of this 1999 Stock Option Plan
are to attract and retain the best available personnel for positions of
substantial responsibility, to provide additional incentive to Employees and
Consultants and to promote the success of the Company's business. Options
granted hereunder may be either "incentive stock options" as defined in Section
422 of the Internal Revenue Code of 1986, as amended, or "non-statutory stock
options," at the discretion of the Board and as reflected in the terms of the
written stock option agreement.
2. DEFINITIONS. As used herein, the following definitions shall
apply:
A. "BOARD" shall mean the Committee, if one has been appointed,
or the Board of Directors of the Company if no Committee is appointed.
B. "CODE" shall mean the Internal Revenue Code of 1986, as
amended.
C. "COMMON STOCK" shall mean the $0.001 par value common stock of
the Company.
D. "COMPANY" shall mean shall mean iShopNoMarkup.com, Inc., a
Nevada Corporation.
E. "COMMITTEE" shall mean the Committee appointed by the Board in
accordance with paragraph (a) of Section 4 of this Plan, if one is appointed, or
the Board if no committee is appointed.
F. "CONSULTANT" shall mean any person who is engaged by the
Company or by any Parent or Subsidiary to render consulting services and is
compensated for such consulting services, but does not include a director of the
Company who is compensated for services as a director only with the payment of a
director's fee by the Company.
G. "CONTINUOUS STATUS AS AN EMPLOYEE" shall mean the absence of
any interruption or termination of service as an Employee. Continuous Status as
an Employee shall not be considered interrupted in the case of sick leave,
military leave, or any other leave of absence approved by the Board; provided
that such leave is for a period of not more than 90 days or re-employment upon
the expiration of such leave is guaranteed by contract or statute.
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H. "EMPLOYEE" shall mean any person, including officers and
directors, employed by the Company or by any Parent or Subsidiary. The payment
of a director's fee by the Company shall not be sufficient to constitute
"employment" by the Company.
I. "INCENTIVE STOCK OPTION" shall mean an Option which is
intended to qualify as an incentive stock option within the meaning of Section
422 of the Code and which shall be clearly identified as such in the written
Stock Option Agreement provided by the Company to each Optionee granted an
Incentive Stock Option under this Plan.
J. "NON-EMPLOYEE DIRECTOR" shall mean a director who:
(i) Is not currently an officer (as defined in
section 16a-1(f) of the Securities Exchange Act of 1934, as amended)
of the Company or of a Parent or Subsidiary or otherwise currently
employed by the Company or by a Parent or Subsidiary.
(ii) Does not receive compensation, either
directly or indirectly, from the Company or from a Parent or
Subsidiary, for services rendered as a Consultant or in any capacity
other than as a director, except for an amount that does not exceed
the dollar amount for which disclosure would be required pursuant to
Item 404(a) of Regulation S-K adopted by the United States Securities
and Exchange Commission.
(iii) Does not possess an interest in any other
transaction for which disclosure would be required pursuant to Item
404(a) of Regulation S-K adopted by the United States Securities and
Exchange Commission.
K. "NONSTATUTORY STOCK OPTION" shall mean an Option granted
under this Plan which does not qualify as an Incentive Stock Option
and which shall be clearly identified as such in the written Stock
Option Agreement provided by the Company to each Optionee granted a
Nonstatutory Stock Option under this Plan. To the extent that the
aggregate fair market value of Optioned Stock to which Incentive
Stock Options granted under Options to an Employee are exercisable
for the first time during any calendar year (under this Plan and all
plans of the Company or any Parent or Subsidiary) exceeds $100,000,
such Options shall be treated as Nonstatutory Stock Options under
this Plan. The aggregate fair market value of the Optioned Stock
shall be determined as of the date of rant of each Option and the
determination of which Incentive Stock Options shall be treated as
qualified incentive stock options under Section 422 of the Code and
which Incentive Stock Options exercisable for the first time in a
particular year in excess of the $100,000 limitation shall be treated
as Nonstatutory Stock Options shall be determined based on the order
in which such Options were granted in accordance with Section 422(d)
of the Code.
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L. "OPTION" shall mean an Incentive Stock Plan, a Nonstatutory
Stock Option or both as identified in a written Stock Option Agreement
representing such stock option granted pursuant to this Plan.
M. "OPTIONED STOCK" shall mean the Common Stock subject to an
Option.
N. "OPTIONEE" shall mean an Employee or other person who is
granted an Option.
O. "PARENT" shall mean a "parent corporation" of the Company,
whether now or hereafter existing, as defined in Section 424(e) of the Code.
P. "PLAN" shall mean this 1999 Stock Option Plan.
Q. "SHARE" shall mean a share of the Common Stock of the Company,
as adjusted in accordance with Section 11 of this Plan.
R. "STOCK OPTION AGREEMENT" shall mean the agreement to be
entered into between he Company and each Optionee which shall set forth the
terms and conditions of each Option granted to each Optionee, including the
number of Shares underlying such Option and the exercise prices of each Option
granted to such Optionee under such agreement.
S. "SUBSIDIARY" shall mean a "subsidiary corporation" of the
Company, whether now or hereafter existing, as defined in Section 424(f) of the
Code.
3. STOCK SUBJECT TO THIS PLAN. Subject to the provisions of Section
11 of this Plan, the maximum aggregate number of Shares which may be optioned
and sold under this Plan is 5,000,000 shares of Common Stock. The Shares may be
authorized, but unissued, or reacquired Common Stock. If an Option should expire
or become unexercisable for any reason without having been exercised in full,
the unpurchased Shares which were subject thereto shall, unless the Plan shall
have been terminated, become available for future grant under this Plan.
4. ADMINISTRATION OF THIS PLAN.
A. PROCEDURE. This Plan shall be administered by the Board or a
Committee appointed by the Board consisting of two or more
Non-Employee Directors to administer this Plan on behalf of the
Board, subject to such terms and conditions as the Board may
prescribe.
(i) Once appointed, the Committee shall continue to serve
until otherwise directed by the Board (which for purposes of this
paragraph (a)(i) of this Section 4 shall be the Board of
Directors of the Company). From time to time, the Board may
increase
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the size of the Committee and appoint additional members thereof,
remove members (with or without cause) and appoint new members in
substitution thereof, fill vacancies however caused, or remove all
members of the Committee and thereafter directly administer this
Plan.
(ii) Members of the Board who are granted, or have been
granted, Options may vote on any matters affecting the
administration of this Plan or the grant of any Options pursuant
to this Plan.
B. POWERS OF THE BOARD. Subject to the provisions of this Plan,
the Board shall have the authority, in its discretion:
(i) To grant Incentive Stock Options, in accordance with
Section 422 of the Code, and Nonstatutory Stock Options or both as
provided and identified in a separate written Stock Option Agreement
to each Optionee granted such Option or Options under this Plan;
provided however, that in no event shall an Incentive Stock Option
and a Nonstatutory Stock Option granted to any Optionee under a
single Stock Option Agreement be subject to a "tandem" exercise
arrangement such that the exercise of one such Option affects the
Optionee's right to exercise the other Option granted under such
Stock Option Agreement;
(ii) To determine, upon review of relevant information and in
accordance with Section 8(b) of this Plan, the fair market value of
the Common Stock;
(iii) To determine the exercise price per Share of Options to
be granted, which exercise price shall be determined in accordance
with Section 8(a) of this Plan;
(iv) To determine the Employees or other persons to whom, and
the time or times at which, Options shall be granted and the number
of Shares to be represented by each Option;
(v) To interpret this Plan;
(vi) To prescribe, amend and rescind rules and regulations
relating to this Plan;
(vii) To determine the terms and provisions of each Option
granted (which need not be identical) and, with the consent of the
holder thereof, modify or amend each Option;
(viii) To accelerate or defer (with the consent of the
Optionee) the exercise date of any Option, consistent with the
provisions of Section 7 of this Plan;
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(ix) To authorize any person to execute on behalf of the
Company any instrument required to effectuate the grant of an Option
previously granted by the Board; and
(x) To make all other determinations deemed necessary or
advisable for the administration of this Plan.
C. EFFECT OF BOARD'S DECISION. All decisions, determinations and
interpretations of the Board shall be final and binding on all
Optionees and any other permissible holders of any Options granted
under this Plan.
5. ELIGIBILITY.
A. PERSONS ELIGIBLE. Options may be granted to any person
selected by the Board. Incentive Stock Options may be granted only to
Employees. An Employee, who is also a director of the Company, its
parent or Subsidiary, shall be treated as an Employee for purposes of
this Section 5. An Employee or other person who has been granted an
Option may, if he is otherwise eligible, be granted an additional
Option or Options.
B. NO EFFECT ON RELATIONSHIP. This Plan shall not confer upon any
Optionee any right with respect to continuation of employment or
other relationship with the Company nor shall it interfere in any
with his right or the Company's right to terminate his employment or
other relationship at any time.
6. TERM OF PLAN. This Plan became effective on August 20, 1999. It
shall continue in effect until August 19, 2009, unless sooner terminated under
Section 13 of this Plan.
7. TERM OF OPTION. The term of each Option shall be 10 years from the
date of grant thereof or such shorter term as may be provided in the Stock
Option Agreement. However, in the case of an Option granted to an Optionee who,
at the time the Option is granted, owns stock represented more than 10% of the
total combined voting power of all classes of stock of the Company or any Parent
or Subsidiary, if the Option is an Incentive Stock Option, the term of the
Option shall be five years from the date of grant thereof or such shorter time
as may be provided in the Stock Option Agreement.
8. EXERCISE PRICE AND CONSIDERATION.
A. EXERCISE PRICE. The per Share exercise price for the Shares to
be issued pursuant to exercise of an Option shall be such price as is
determined by the Board, but the per Share exercise price under an
Incentive Stock Option shall be subject to the following:
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(i) If granted to an Employee who, at the time of the grant
of such Incentive Stock Option, owns stock representing more than 10% of the
voting power of all classes of stock of the Company or any Parent or Subsidiary,
the per Share exercise price shall not be less than 110% of the fair market
value per Share on the date of grant.
(ii) If granted to any other Employee, the per Share exercise
price shall not be less than 100% of the fair market value per Share on the date
of grant.
B. DETERMINATION OF FAIR MARKET VALUE. The fair market value per
Share on the date of grant shall be determined as follows:
(i) If the Commons Stock is listed on the New York Stock
Exchange, the American Stock Exchange or such other securities exchanges
designated by the Board, or admitted to unlisted trading privileges on any such
exchange, or if the Common Stock is quoted on a National Association of
Securities Dealers, Inc. system that reports closing prices, the fair market
value shall be the closing price of the Common Stock as reported by such
exchange or system on the day the fair market value is to be determined, or if
no such prices is reported for such day, then the determination of such closing
price shall be as of the last immediately preceding day on which the closing
prices is so reported;
(ii) If the Common Stock is not so listed or admitted to
unlisted trading privileges or so quoted, the fair market value shall be the
average of the last reported highest bid and the lowest asked prices quoted on
the national Association of Securities Dealers, Inc. Automated Quotations System
or, if not so quoted, then y the National Quotation Bureau, Inc. on the day the
fair market value is determined; or
(iii) If the Common Stock is not so listed or admitted to
unlisted trading privileges or so quoted, and bid and asked prices are not
reported, the fair market value shall be determined in such reasonable manner as
may be prescribed by the Board.
C. CONSIDERATION AND METHOD OF PAYMENT. The consideration to be paid
for the Shares to be issued upon exercise of an Option, including the method of
payment, shall be determined by the Board and may consist entirely of cash,
check, other shares of Common Stock having a fair market value on the date of
exercise equal to the aggregate exercise price of the Shares as to which said
Option shall be exercised, or any combination of such methods of payment, or
such other consideration and method of payment for the issuance of Shares to the
extent permitted under the Nevada General Corporation Lay.
9. EXERCISE OF OPTION.
A. PROCEDURE FOR EXERCISE: RIGHTS AS A SHAREHOLDER. Any Option
granted hereunder shall be exercisable at such times and under such conditions
as determined by the Board, including performance criteria with respect to the
Company and/or the Optionee, and as shall be permissible under the terms of this
Plan.
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In the sole discretion of the Board, at the time of the grant of an
Option or Subsequent thereto but prior to the exercise of an Option, an Optionee
may e provided with the right to exchange, in a cashless transaction, all or
part of the Option for Common Stock of the Company on terms and conditions
determined by the Board.
An Option may not be exercised for a fraction of a Share.
An Option shall be deemed to be exercised when written notice of such
exercise has been given to the Company in accordance with the terms of the Stock
Option Agreement by the person entitled to exercise the Option and full payment
for the Shares with respect to which the Option is exercised has been received
by the Company. Full payment, as authorized by the Board, may consist of a
consideration and method of payment allowable under Section 8(c) and this
Section 9(a) of this Plan. Until the issuance (as evidenced by the appropriate
entry on the books of the Company or of the duly authorized transfer agent of
the Company) of the stock certificate evidencing such Shares, no right to vote
or receive dividends or any other rights as a shareholder shall exist with
respect to the Optioned Stock, notwithstanding the exercise of the Option. No
adjustment will be made for a dividend or other right for which the record date
is prior to the date the stock certificate is issued, except as provided in
Section 11 of this Plan.
Exercise of an Option in any manner shall result in a decrease in the
number of Shares which thereafter may be available, both for purposes of this
Plan and for sale under the Option, by the number of Share as to which the
Option is exercise.
B. TERMINATION OF STATUS AS AN EMPLOYEE. In the case of an Incentive
Stock Option, if any Employee ceases to serve as an Employee, he may, but only
within such period of time not exceeding three months as is determined by the
Board at the time of grant of the Option after the date he ceases to be an
Employee of the Company, exercise his Option to the extent that he was not
entitled to exercise the Option at the date of such termination, or if he does
not exercise such Option (which he was entitled to exercise) within the time
specified herein, the Option shall terminate.
C. DISABILITY OF OPTIONEE. In the case of an Incentive Stock Option,
notwithstanding the provisions of Section 9(b) above, in the event of an
Employee is unable to continue his employment with the Company as a result of
his total and permanent disability (as defined in section 22(e)(3) of the Code),
he may, but only within such period of time not exceeding 12 months as is
determined by the Board at the time of grant of the Option from the date of
termination, exercise his Option to the extent he was entitled to exercise it at
the date of such termination. To the extent that he was not entitled to exercise
the Option at the date of termination, or if he does not exercise such Option
(which he was entitled to exercise) within the time specified herein, the Option
shall terminate.
D. DEATH OF OPTIONEE. In the case of an Incentive Stock Option, in
the event of the death of the Optionee:
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(i) During the term of the Option if the Optionee was at
the time of his death an Employee and had been in Continuous Status as an
Employee or Consultant since the date of grant of the Option, the Option may be
exercised, at any time within 12 months following the date of death, by the
Optionee's estate or by a person who acquired the right to exercise the Option
by bequest or inheritance, but only to the extent that the right to exercise
would have accrued had the Optionee continued living and remained in Continuous
Status as an Employee 12 months after the date of death; or
(ii) Within such period of time not exceeding three months
as is determined by the Board at the time of grant of the Option after the
termination of Continuous Status as and Employee, the Option may be exercised,
at any time within 12 months following the ate of death, by the Optionee's
estate or by a person who acquired the right to exercise the Option by bequest
or inheritance, but only to the extent that the right to exercise had accrued at
the date of termination.
10. NONTRANSFERABILITY OF OPTIONS. Unless permitted by the Code, the
case of an Incentive Stock Option may not be sold, pledged, assigned,
hypothecated, transferred, or disposed of in any manner other than by will or by
the laws of descent and distribution and may be exercised, during the lifetime
of the Optionee, only by the Optionee.
11. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER. Subject to
any required action by the shareholders of the Company, the number of Shares
covered by each outstanding Option, and the number of Shares which have been
authorized for issuance under this Plan but as to which no Options have yet been
granted or which have been returned to this Plan upon cancellation or expiration
of any Option, as well as the price per Share covered by each such outstanding
Option, shall be proportionately adjusted for any increase or decrease in the
number of issued Shares resulting from a stock split, reverse stock split, stock
dividend, combination or reclassification of the Common Stock, or any other
increase or decrease in the number of issued shares of Common Stock effected
without receipt of consideration by the Company; provided, however, that
conversion of any convertible securities of the Company shall not be deemed to
have been "effected without receipt of consideration." Such adjustment shall be
made by the Board, whose determination in that respect shall be final, binding
and conclusive. Except as expressly provided herein, no issuance by the Company
of shares of stock of any class, or securities convertible in shares of stock of
any class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of Shares subject to an Option.
In the event of the proposed dissolution or liquidation of the
Company, the Option will terminated immediately prior to the consummation of
such proposed action, unless otherwise provided by the Board. The Board may, in
the exercise of its sole discretion in such instances, declare that any Option
shall terminate as of a date fixed by the Board and give each Optionee the right
to exercise his Option as to all or any part of the Optioned Stock, including
shares as to which the Option would not otherwise be exercisable. In the event
of the proposed sale of all or substantially all of the assets of the Company,
or the merger of the Company with or into another entity in a transaction in
8
which the Company is not the survivor, the Option shall be assumed or an
equivalent option shall be substituted by such successor corporation or a parent
of subsidiary of such successor corporation, unless the Board determines, in the
exercise of its sole discretion and in lieu of such assumption or substitution,
that the Optionee shall have the right to exercise the Option as to all of the
Optioned Stock, including Shares as to which the Option would not otherwise be
exercisable. If the Board makes an Option fully exercisable in lieu of
assumption or substitution in the event of such a merger or sale of assets, the
Board shall notify the Optionee that the Option shall be fully exercisable for a
period of 30 days from the date of such notice, and the Option will terminate
upon the expiration of such period.
12. TIME OF GRANTING OPTIONS. The date of grant of an Option shall,
for all purposes, be the date on which the Board makes the determination
granting such Option. Notice of the determination shall be given to each
Employee or other person to whom an Option is so granted within a reasonable
time after the date of such grant. Within a reasonable time after the date of
the grant of an Option, the Company shall enter into and deliver to each
Employee or other person granted such Option a written Stock Option Agreement as
provided in Sections 2(r) and 16 hereof, setting forth the terms and conditions
of such Option and separately identifying the portion of the Option which is an
Incentive Stock Option and/or the portion of such Option which is a Nonstatutory
Stock Option.
13. AMENDMENT AND TERMINATION OF THIS PLAN.
A. AMENDMENT AND TERMINATION. The Board may amend or
terminate this Plan from time to time in such respects as the Board
may deem advisable; provided that, the following revisions or
amendments shall require approval of the shareholders of the Company
in the manner described in Section 17 of this Plan;
(i) An increase in the number of Shares subject to this
Plan above 5,000,000 Shares, other than in connection with an
adjustment under Section 11 of this Plan;
(ii) Any change in the designation of the class of
Employees eligible to be granted Incentive Stock Options; or
(iii) Any material amendment under this Plan that would
have to be approved by the shareholders of the Company for the Board
to continue to be able to grant Incentive Stock Options under this
Plan.
B. EFFECT OF AMENDMENT OR TERMINATION. Any such amendment
or termination of this Plan shall not affect Options already granted
and such Options shall remain in full force and effect as if this
Plan had not been amended or terminated, unless mutually agreed
otherwise between the Optionee and the Board, which agreement must be
in writing and signed by the Optionee and the Company.
9
14. CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued
pursuant to the exercise of an Option unless the exercise of such Option and the
issuance and delivery of such Shares pursuant thereto shall comply with all
relevant provisions of law, including, without limitation, the Securities Act of
1933, as amended, the Securities Exchange Act of 1934, as amended, the rules and
regulations promulgated thereunder, applicable state securities laws, and the
requirements of any stock exchange upon which the Shares may then be listed, and
shall be further subject to the approval of legal counsel for the Company with
respect to such compliance.
As a condition to the existence of an Option, the Company may require
the person exercising such Option to represent and warrant at the time of any
such exercise that the Shares are being purchased only for investment and
without any present intention to sell or distribute such Shares and such other
representations and warranties which in the opinion of legal counsel for the
Company, are necessary or appropriate to establish an exemption from the
registration requirements under applicable federal and state securities laws
with respect to the acquisition of such Shares.
15. RESERVATION OF SHARES. The Company, during the term of this Plan,
will at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of this Plan. Inability of the Company to
obtain authority from any regulatory body having jurisdiction, which authority
is deemed by the Company's legal counsel to be necessary for the lawful issuance
and sale of any Share hereunder, shall relieve the Company of any liability
relating to the failure to issue or sell such Shares as to which such requisite
authority shall not have been obtained.
16. STOCK OPTION AGREEMENT. Each Option granted to an Employee or
other persons shall be evidenced by a written Stock Option Agreement in such
form as the Board shall approve.
17. SHAREHOLDER APPROVAL. Continuance of this Plan shall be subject
to approval by the shareholders of the Company on or before August 19, 2000.
Such shareholder approval and any shareholder approval required under Section 13
of this Plan, may be obtained at a duly held shareholders meeting if the votes
cast of favor of the approval exceed the votes cast opposing the approval, or by
unanimous written consent of the shareholders in accordance with the provisions
of the Nevada General Corporation Law.
18. INFORMATION TO OPTIONEE. The company shall proved to each
Optionee, during the period for which such Optionee has one or more Options
outstanding, copies of all annual reports and other information which are
provided to all shareholders of the Company. The Company shall not be required
to provide such information if the issuance of Options under this Plan is
limited to key employees whose duties in connection with the Company assure
their access to equivalent information.
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19. GENDER. As used herein, the masculine, feminine and neuter
genders shall be deemed to include the others in all cases where they would so
apply.
20. CHOICE OF LAW. ALL QUESTIONS CONCERNING THE CONSTRUCTION,
VALIDITY AND INTERPRETATION OF THIS PLAN AND THE INSTRUMENTS EVIDENCING OPTIONS
WILL BE GOVERNED BY THE INTERNAL LAW, AND NOT THE LAW OF CONFLICTS, OF THE STATE
OF NEVADA.
IN WITNESS WHEREOF, the company has caused its duly authorized
officer to exercise this Plan effective as of August 20, 1999.
ISHOPNOMARKUP.COM, INC.,
By: _____________________________________
Anthony Knight, Chairman
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Dates Referenced Herein
| Referenced-On Page |
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| This ‘SB-2’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 8/19/09 | | 5 | | | | | None on these Dates |
| Filed on: | | 9/14/00 |
| | 8/19/00 | | 10 |
| | 8/20/99 | | 5 | | 11 |
| List all Filings |
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