UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C
INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE
SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14c-a-5(d)(2))
[X] Definitive Information Statement
BALLISTIC VENTURES, INC.
(Name of Registrant As Specified in its Charter)
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[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rule 14c-5(g) and 0-11.
1) Title of each class of securities to which transaction applies:_____
2) Aggregate number of securities to which transaction applies:________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):______
____________________________________________________________________
4) Proposed maximum aggregate value of transaction:____________________
5) Total fee paid:_____________________________________________________
[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:_____________________________________________
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4) Date Filed:_________________________________________________________
BALLISTIC VENTURES, INC.
130 KING STREET WEST, SUITE 3680
TORONTO, ONTARIO M5X 1B1 CANADA
INFORMATION STATEMENT
MAY 14, 2004
This Information Statement is being furnished to stockholders of Ballistic
Ventures, Inc., a Delaware corporation (the "Company"), to advise them of
corporate actions approved without a meeting by less than unanimous written
consent of stockholders. These actions are:
o the adoption of an amendment to the Company's Certificate of
Incorporation to change the name of the Company from Ballistic
Ventures, Inc., to River Capital Group, Inc. (the "Name Change");
o the adoption of a Stock Option Plan; and
o the approval of stock options granted under the Stock Option Plan.
Our Board of Directors fixed the close of business on May 3, 2004 as the record
date for the determination of stockholders entitled to vote on the proposal as
described above. On May 3, 2004 there were 6,106,455 shares of our common stock
issued, and outstanding. The Name Change required the affirmative vote of a
majority of the outstanding shares of common stock entitled to vote thereon,
while the adoption of the Stock Option Plan and approval of the granting of
stock options required the affirmative vote of those represented, assuming a
quorum was present. Each share of common stock was entitled to one vote on each
proposal.
The Board of Directors, by written consent on May 3, 2004, has approved, and
stockholders holding 3,453,550 (approximately 56.6%) of our outstanding voting
shares on May 3, 2004, have consented in writing to the Name Change and the
adoption of the Stock Option Plan. Accordingly, all corporate actions necessary
to authorize the Name Change and the adoption of the Stock Option Plan have been
taken. In accordance with the regulations under the Securities Exchange Act of
1934, the authorization to effect the aforesaid actions by the Board of
Directors and the stockholders will not become effective until at least 20 days
after we have mailed this Information Statement to our stockholders of record as
at May 3, 2004. Promptly following the mailing of this Information Statement, we
intend to file the Certificate of Amendment to our Certificate of Incorporation
with the Delaware Secretary of State to effect the Name Change. As the
Certificate of Amendment has a stated effective date of June 5, 2004, the change
of our name to River Capital Group, Inc. will become effective June 5, 2004.
Our executive offices are located at 130 King Street West #3680, Toronto,
Ontario M5X 1B1, Canada.
PLEASE BE ADVISED THAT THIS IS ONLY AN INFORMATION STATEMENT. WE ARE NOT ASKING
YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
This Information Statement is first being sent or given to the holders of our
outstanding common stock, our only class of voting securities outstanding, on or
about May 14, 2004. Each holder of record of shares of our common stock at the
close of business on May 3, 2004 is entitled to receive a copy of this
Information Statement.
AMENDMENT OF CERTIFICATE OF INCORPORATION
Our board of directors and stockholders holding a majority of our outstanding
common shares have approved an amendment to our Certificate of Incorporation to
change the name of the Company to River Capital Group, Inc. The form of the
Certificate of Amendment to the Certificate of Incorporation is attached hereto
as Appendix A.
Due to the restructuring of our Company, we believe that it is in the best
interests of the Company and our stockholders to continue our operations under a
new name.
Ballistic Ventures, Inc. Information Statement - Page 1 of 5
Upon the filing of the Certificate of Amendment, common stock certificates that
previously represented stock of the Company in the name of Ballistic Ventures,
Inc. shall be deemed to represent shares of River Capital Group, Inc., without
any further action by the common stockholders of the Company or any other party.
Notwithstanding the foregoing, it is requested that stockholders exchange their
existing certificates for certificates bearing the name River Capital Group,
Inc. In connection with the name change, we will obtain a new trading symbol and
CUSIP number.
NO DISSENTERS' RIGHTS
Under the Delaware General Corporation Law, our Certificate of Incorporation and
our By-Laws, holders of our voting securities are not entitled to dissenters'
rights with respect to this amendment to our Certificate of Incorporation.
ADOPTION OF STOCK OPTION PLAN
GENERAL
The purposes of this Stock Option Plan are to attract and retain the best
available individuals for positions of substantial responsibility, to provide
additional incentive to such individuals, and to promote the success of the
Company's business by aligning the financial interests of employees and
consultants providing personal services to the Company or its affiliates with
long-term shareholder value.
ADMINISTRATION
The Plan will be administered by the Board of Directors or the Compensation
Committee of the Board (the "Committee"), if one should be established.
PLAN BENEFITS
Because benefits under the Plan will depend on the Committee's actions and the
fair market value of common stock at various future dates, it is not possible to
determine the benefits that will be received by officers and other employees.
ELIGIBILITY
Stock options may be granted only to employees, officers, directors, or
consultants of the Company or its subsidiaries. The Committee, in its
discretion, will select the individuals to whom options will be granted, the
time or times at which such options are granted, and the number of shares
subject to each grant.
SHARES SUBJECT TO PLAN
The maximum number of shares that may be reserved and set aside for issue under
the Plan initially is 507,645, provided that this number automatically shall be
adjusted annually at the beginning of the Company's fiscal year to a number
equal to 10% of the number of shares of the Company issued and outstanding at
the end of the Company's last completed fiscal year.
LIMITATIONS
The Plan provides that the maximum number of shares that may be reserved for
issuance to any person under the Plan shall be 5% of the shares outstanding at
the time of the grant, less the aggregate number of shares reserved for issuance
to such person under any other option to purchase shares from treasury granted
as compensation or an incentive mechanism.
TERMS AND CONDITIONS OF OPTION GRANTS
Each option is to be evidenced by an option agreement between the Company and
the individual optionee and is subject to the following additional terms and
conditions:
Ballistic Ventures, Inc. Information Statement - Page 2 of 5
EXERCISE PRICE. The Committee will determine the exercise price for the shares
of common stock underlying each option at the time the option is granted. The
exercise price may not be less than the market price of the common stock on the
date such option is granted. The market price for a share of Company common
stock underlying each option is the closing price per share on the date the
option is granted.
EXERCISE OF OPTION; FORM OF CONSIDERATION. The Committee will determine when
options become exercisable. The means of payment for shares issued upon exercise
of an option will be specified in each option agreement. The Plan permits
payment to be made by cash or certified funds.
TERM OF OPTION. The term of an option may be no more than ten (10) years from
the date of grant. No option may be exercised after the expiration of its term.
TERMINATION OF OPTION EXERCISE PERIOD. Unless otherwise expressly provided in
any option agreement, the unexercised portion of any option granted to an
optionee shall automatically terminate 90 days after the date on which the
optionee's employment or service is terminated for any reason, other than by
reason of retirement, permanent disability, or death. If an optionee's
employment or consulting relationship terminates as a result of his or her
death, then all options he or she could have exercised at the date of death may
be exercised within 180 days following the optionee's death by his or her estate
or by the person(s) who acquired the exercise right by bequest or inheritance.
If an optionee's employment or consulting relationship terminates as a result of
his or her permanent disability or retirement, then all options he or she could
have exercised at the date of termination may be exercised within 90 days
following the termination date.
NONTRANSFERABILITY OF OPTIONS. Options granted under the Plan are not
transferable other than by will or the laws of descent and distribution and may
be exercised during the optionee's lifetime only by the optionee.
OTHER PROVISIONS. An option agreement may contain other terms, provisions, and
conditions not inconsistent with the Plan, as may be determined by the
Committee.
ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, MERGER OR SALE OF ASSETS
In the event that the Company's stock changes by reason of any stock split,
dividend, combination, reclassification or other similar change in the Company's
capital structure effected without the receipt of consideration, appropriate
adjustments shall be made in the number and class of shares of stock subject to
the Plan, the number and class of shares of stock subject to any option
outstanding under the Plan, and the exercise price for shares subject to any
such outstanding option.
In the event of a merger in which the Company's shareholders immediately before
the merger own 50% or more of the issued and outstanding shares of stock of the
resulting entity after the merger, then existing options shall automatically
convert into options to receive stock of the resulting entity. Unless otherwise
expressly provided in any option, the Committee in its sole discretion may
cancel, effective upon the date of the consummation of any change of control,
any option that remains unexercised on such date.
AMENDMENT AND TERMINATION OF THE PLAN
Subject in all cases to the approval of all stock exchanges and regulatory
authorities having jurisdiction over the affairs of the Company, the Board or
the Committee may amend or revise the terms of the Plan or any option granted
thereunder or may terminate the Plan or any Option granted thereunder. However,
no such action shall, without the consent of the optionee, in any manner
adversely affect an optionee's rights under any option previously granted under
the Plan.
APPROVAL OF STOCK OPTION GRANTS
The Plan states that all options granted pursuant to the Plan prior to its
approval by the shareholders shall also be subject to approval of the
shareholders. It should be noted that the Plan does not requires shareholder
approval of any options granted subsequent to shareholder approval of the Plan.
Ballistic Ventures, Inc. Information Statement - Page 3 of 5
By board resolution of February 5, 2004, options to purchase common stock were
granted under the Plan at a price of $2.00 per share to the persons set forth
below. The options are exercisable through February 5, 2009.
William Dickie Director 100,000
Richard King Director 50,000
Eric Pinkney Director 50,000
Howard Taylor Consultant 50,000
Richard Freer Consultant 25,000
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of May 3, 2004 with respect to the
beneficial ownership of shares of our common stock by (i) each person known by
us to be the owner of more than 5% of the outstanding shares of common stock,
(ii) each director and executive officer, and (iii) all executive officers and
directors as a group:
SHARES OWNED BENEFICIALLY
NAME AND ADDRESS OF BENEFICIAL OWNERS (1)<F1> AND OF RECORD PERCENT OF CLASS (2)<F2>
Kashmir Overseas Holdings, Ltd. (3)<F3> 1,404,463 23.0%
C/o LOM Securities (Bahamas) Limited
Millennium House
East Mall Drive
P.O. Box F 42498-350
Freeport, Grand Bahama
Monashee Limited (4)<F4> 1,404,462 23.0%
C/o Waterstreet Corporate Services Limited
27 Reid Street
1st Floor
P.O. Box HM 3051
Hamilton, HM NX
Bermuda
Largo Flight Limited (5)<F5> 644,625 10.6%
C/o LOM Securities (Cayman) Limited
Buckingham Square
West Bay Road
P.O. Box 30997 SMB
Grand Cayman
Cayman Islands
Eric Pinkney 256,075 (6)<F6> 4.2%
William P. Dickie 125,000 (7)<F7> 2.0%
Richard King 50,000 (6)<F6> 0.8%
Officers and directors as a group 431,075 (8)<F8> 6.8%
(3 persons)
__________
<FN>
(1)<F1> To our knowledge, except as set forth in the footnotes to this table
and subject to applicable community property laws, each person named in
the table has sole voting and investment power with respect to the
shares set forth opposite such person's name.
(2)<F2> Based on 6,106,455 shares of common stock outstanding as of May 3,
2004.
Ballistic Ventures, Inc. Information Statement - Page 4 of 5
(3)<F3> Directors of Kashmir Overseas Holdings, Ltd. are Craig Lines and Scott
Lines.
(4)<F4> Directors of Monashee Limited are Brian Lines and Scott Lines.
(5)<F5> Directors of Largo Flight are Brian Lines and Scott Lines.
(6)<F6> Includes 50,000 shares issuable upon exercise of stock options.
(7)<F7> Includes 100,000 shares issuable upon exercise of stock options.
(8)<F8> Includes 200,000 shares issuable upon exercise of stock options.
</FN>
WHERE YOU CAN FIND MORE INFORMATION
We are required to comply with the reporting requirements of the Securities
Exchange Act. For further information about us, you may refer to our Transition
Report on Form 10-KSB for the six months ended December 31, 2003.
You can review these filings at the public reference facility maintained by the
SEC at Judiciary Plaza, Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549. Please call the SEC at 1-800-SEC 0330 for further information on the
public reference room. These filings are also available electronically on the
World Wide Web at http://www.sec.gov.
May 14, 2004 By the Order of the Board of Directors
/s/ WILLIAM P. DICKIE
--------------------------------------------
William P. Dickie, Corporate Secretary
Ballistic Ventures, Inc. Information Statement - Page 5 of 5
APPENDIX A
FORM OF
CERTIFICATE OF AMENDMENT
TO THE CERTIFICATE OF INCORPORATION
OF
BALLISTIC VENTURES, INC.
UNDER SECTION 242
OF THE
DELAWARE GENERAL CORPORATION LAW
Ballistic Ventures, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, does hereby
certify as follows:
FIRST: That the name of the corporation (the "Corporation") is Ballistic
Ventures, Inc.
SECOND: That the certificate of incorporation of the Corporation (the
"Certificate") was originally filed with the Delaware Secretary of
State on July 1, 1999, under the name whOOdoo.com, inc.
THIRD: That Article I of the Certificate is hereby amended to read, in its
entirety, as follows:
"The name of the Corporation is River Capital Group, Inc."
FOURTH: That thereafter, pursuant to resolutions of the board of directors,
this amendment was authorized by resolutions adopted by the
affirmative vote of the stockholders holding not less than the
necessary number of shares required by written consent to so
authorize, all in accordance with Section 228 of the General
Corporation Law of the State of Delaware.
FIFTH: That said amendment to the Certificate of Incorporation was duly
adopted in accordance with Section 242 of the General Corporation
Law of the State of Delaware.
SIXTH: That this Certificate and the amendment contained therein shall
become effective on June 5, 2004.
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the
______ day of May, 2004.
BALLISTIC VENTURES, INC.
By:
-----------------------------------------
William P. Dickie,
Corporate Secretary
BALLISTIC VENTURES INC.
STOCK OPTION PLAN
1. INTERPRETATION:
For the purposes of this Plan, the following terms shall have
the following meanings:
(a) "AFFILIATE" means a person, entity, or organization which is
controlled by, under common control with, controlling, or is
an Officer or Director of, beneficial owner of five person or
greater of the equity or voting securities of, or through
contract relationship or otherwise exerts substantial
influence over or is substantially influenced by, the Company.
(b) "BOARD" means the board of directors of the Company;
(c) "COMPANY" means Ballistic Ventures Inc.;
(d) "CONSULTANT" means an individual (including an individual
whose services are contracted through a personal holding
corporation) with whom the Company or a subsidiary has a
contract for management or consulting services;
(e) "ELIGIBLE PERSON" means, subject to all applicable laws, any
employee, officer, director or Consultant of the Company or
any Subsidiary or any registered retirement savings plan or
any personal holding corporation controlled by an officer or
director of the Company or any Subsidiary;
(f) "OPTION" means an option to purchase Shares granted to an
Eligible Person pursuant to the terms of the Plan;
(g) "PARTICIPANT" means Eligible Persons to whom Options have been
granted;
(h) "PLAN" means this Stock Option Plan of the Company;
(i) "SHARE COMPENSATION ARRANGEMENT" means any stock option, stock
option plan, employee stock purchase plan or any other
compensation or incentive mechanism involving the issuance or
potential issuance of Shares, including a share purchase from
treasury which is financially assisted by the Company by way
of a loan, guarantee or otherwise;
(j) "SHARES" means the common shares of the Company;
(k) "SUBSIDIARY" means any corporation (other than the Company),
partnership, joint venture or other entity (collectively
referred to as "entities") in any unbroken chain of entities
beginning with the Company if, at the time of the granting of
the Option,
Ballistic Ventures Inc. Stock Option Plan - Page 1 of 8
each of the entities other than the last entity in the
unbroken chain owns equity possessing 50 percent or more of
the profits interest or total combined voting power of all
classes of equity in one of the other entities in such chain;
and
(l) "TERMINATION DATE" means the date on which a Participant
ceases to be an Eligible Person.
Words importing the singular number only shall include the
plural and vice versa and words importing the masculine shall include the
feminine.
This Plan and all matter which reference is made herein shall
be governed by and interpreted in accordance with the laws of the State of
Delaware.
2. PURPOSE: The purpose of this Plan is to encourage ownership of
the Shares by directors, officers and employees of the Company, and its
Subsidiaries thereof and Consultants, who are primarily responsible for the
management and profitable growth of its business and to advance the interests of
the Company by providing additional incentive for superior performance by such
persons and to enable the Company and its Subsidiaries to attract and retain
valued directors, officers, employees and Consultants.
3. ADMINISTRATION: The Plan shall be administered by the
compensation committee of the Board (the "Committee") or, if not appointed, by
the Board. Subject to the limitations of the Plan, the Committee shall have the
authority:
(a) to grant options to purchase Shares to Eligible Persons;
(b) to determine the terms, limitations, restrictions and
conditions respecting such grants;
(c) to interpret the Plan and to adopt, amend and rescind such
administrative guidelines and other rules and regulations
relating to the Plan as it shall from time to time deem
advisable, and
(d) to make all other determinations and to take all other actions
in connection with the implementation and administration of
the Plan as it may deem necessary or advisable.
The Committee's guidelines, rules, regulations, interpretations and
determinations shall be conclusive and binding upon the Company and all other
persons.
4. SHARES SUBJECT TO THE PLAN: The maximum number of Shares which
may be reserved and set aside for issue under this Plan initially shall be
507,645, provided that such number automatically shall be adjusted annually on
the beginning of the Company's fiscal year to a number equal to 10% of the
number of Shares of the Company issued and outstanding at the end of the
Company's last completed fiscal year. The Board shall also have the right, from
time to time, to increase the number of shares reserved and set aside for issue
under this Plan subject to approval of
Ballistic Ventures Inc. Stock Option Plan - Page 2 of 8
the shareholders of the Company. The maximum number of Shares which may be
reserved for issuance to any one person under the Plan shall be 5% of the Shares
outstanding at the time of the grant (on a non-diluted basis) less the aggregate
number of Shares reserved for issuance to such person under any other option to
purchase Shares from treasury granted as a compensation or incentive mechanism.
Any Shares subject to an Option, which for any reason is
cancelled or terminated without having been exercised, shall again be available
for grants under the Plan. No fractional Shares shall be issued, and the
Committee may determine the manner in which fractional share value shall be
treated.
5. PARTICIPATION: Options shall be granted under the Plan only to
Eligible Persons designated from time to time by the Committee and shall be
subject to the approval of such regulatory authorities as may have jurisdiction.
6. LIMITS WITH RESPECT TO AFFILIATES:
(a) The maximum number of Shares which may be reserved for
issuance to Affiliates under the Plan shall be 5% of the
Shares outstanding at the time of the grant (on a non-diluted
basis) less the aggregate number of Shares reserved for
issuance to Affiliates under any other Share Compensation
Arrangement.
(b) The maximum number of Shares which may be issued to Affiliates
under the Plan within a one-year period shall be 5% of the
Shares outstanding at the time of the issuance (on a
non-diluted basis), excluding Shares issued under the Plan or
any other Share Compensation Arrangement over the preceding
one-year period. The maximum number of Shares which may be
issued to any one Affiliate under the Plan within a one-year
period shall be 5% of the Shares outstanding at the time of
the issuance (on a non-diluted basis), excluding Shares issued
to such Affiliate under the Plan or any other Share
Compensation Arrangement over the preceding one year period.
(c) Any entitlement to acquire Shares granted pursuant to the Plan
or any other Share Compensation Arrangement prior to the
grantee becoming an Affiliate shall be excluded for the
purposes of the limits set out in subparagraphs (b) and (c) of
this section 6.
7. TERMS AND CONDITIONS OF OPTIONS: The terms and conditions of
each option granted under the Plan (an "Option") shall include the following, as
well as such other provisions, not inconsistent with the Plan, as may be deemed
advisable by the Committee including those contained in any stock option
agreement entered into between the Company and a Participant:
(a) OPTION PRICE: The option price of any Shares in respect of
which an Option may be granted shall be fixed by the Committee
but shall be not less than the market price of the Shares at
the time the Option is granted. For the purpose of this
subparagraph 7(a), "market price" shall be deemed to be the
closing price as reported by any stock
Ballistic Ventures Inc. Stock Option Plan - Page 3 of 8
exchange or consolidated transaction reporting system upon
which the Shares are listed or other published market upon
which the Shares are quoted or traded, on the day immediately
preceding the day upon which the Option is granted, or if not
so traded, the average between the closing bid and asked
prices thereof as reported for the day immediately preceding
the day upon which the Option is granted. In the resolution
allocating any Option, the Committee may determine that (i)
the date of grant of the Option shall be a future date
determined in the manner specified in such resolution, in
which case, for the purpose of this subparagraph 7(a), "market
price" shall be deemed to be the weighted average trading
price of the Shares as reported for the five (5) trading days
preceding the date of the grant, and (ii) the date or dates of
the vesting of the Option shall be a future date or dates
determined in the manner specified in such resolution. The
Committee may also determine that the option price per share
may escalate at a specified rate dependent upon the date on
which any Option may be exercised by the Participant.
(b) PAYMENT: The full purchase price of Shares purchased under an
Option shall be paid in cash or certified funds upon the
exercise thereof, and upon receipt of payment in full, but
subject to the terms of the Plan, the number of Shares in
respect of which the Option is exercised shall be duly issued
as fully paid and non-assessable. A holder of an Option shall
have none of the rights of a shareholder until the Shares are
issued to him.
(c) TERM OF OPTION; OTHER TERMS AND CONDITIONS: Options may be
granted under this Plan exercisable over a period not
exceeding ten (10) years. Each Option shall be subject to
earlier termination as provided in subparagraph 7(e). The
Committee may from time to time prescribe such terms and
conditions concerning such Options as it deems appropriate,
including, without limitation: (i) the exercise price or
prices of the Option or any installments thereof; (ii) the
date or dates on which the Option becomes and/or remains
exercisable; (iii) providing that the Option vests or becomes
exercisable in installments over a period of time, and/or upon
the attainment of certain standards, specifications or goals;
(iv) conditioning the exercise of an Option on the continued
employment or service of the Participant for a specified
period of time; or (v) other conditions or termination events
with respect to the exercisability of any Option, provided
that such other conditions or events are not more favorable to
an Participant than those expressly permitted herein.
(d) EXERCISE OF OPTION: Subject to the provisions contained in
subparagraph 7(e), no Option may be exercised unless the
Participant is then an Eligible Person. This Plan shall not
confer upon the Participant any right with respect to
continuation of employment by the Company. Absence on leave
approved by an officer of the Company or of any Subsidiary
authorized to give such approval shall not be considered an
interruption of employment for any purpose of the Plan.
Subject to the provisions of the Plan, an Option may be
exercised from time to time by delivery to the Company of
written notice of exercise specifying the number of Shares
with respect to which the Option is being exercised and
accompanied by payment in full of the purchase price of the
Shares then being purchased.
Ballistic Ventures Inc. Stock Option Plan - Page 4 of 8
(e) TERMINATION OF OPTIONS: Any Option granted pursuant hereto, to
the extent not validly exercised, will terminate on the
earlier of the following dates:
(i) the date of expiration specified in the Option
agreement or in the resolution of the Committee
granting such Option, as the case may be, being not
more than ten (10) years after the date upon which
the Option was granted;
(ii) ninety (90) days after the Participant ceases to be
an Eligible Person, other than by reason of
retirement, permanent disability or death. Without
limitation, and for greater certainty only, this
provision will apply regardless of whether the
Participant was dismissed with or without cause and
regardless of whether the Participant received
compensation in respect of dismissal or was entitled
to a period of notice of termination which would
otherwise have permitted a greater portion of the
Option to vest with the Participant;
(iii) one hundred and eighty (180) days after the date of
the death of the Participant during which period the
Option may be exercised by the Participant's legal
representative or the person or persons to whom the
deceased Participant's rights under the Option shall
pass by will or the applicable laws of descent and
distribution, and only to the extent the Participant
would have been entitled to exercise the Option on
the date of death; and
(iv) ninety (90) days after termination of the
Participant's employment by reason of permanent
disability or retirement under any retirement plan of
the Company or any Subsidiary, during which ninety
(90) day period the Participant may exercise the
Option to the extent he was entitled to exercise it
at the time of such termination, provided that if the
Participant shall die within such ninety (90) day
period, then such right shall be extended to ninety
(90) days following the date of death of the
Participant and shall be exercisable only by the
persons described in clause 7(e)(iii) hereof and only
to the extent therein set forth.
(f) NONTRANSFERABILITY OF STOCK OPTION: No Option shall be
transferable by the Participant other than by will or the laws
of descent and distribution and such Option shall be
exercisable during his lifetime only by the Participant.
(g) APPLICABLE LAWS OR REGULATIONS: The Plan, the grant and
exercise of Options hereunder and the Company's obligation to
sell and deliver Shares upon exercise of Options shall be
subject to all applicable federal, provincial and foreign
laws, rules and regulations, the rules and regulations of any
stock exchange on which the Shares are listed for trading and
to such approvals by any regulatory or governmental agency as
may, in the opinion of counsel to the Company, be required.
The Company shall not be obligated by any provision of the
Plan or the granting of any
Ballistic Ventures Inc. Stock Option Plan - Page 5 of 8
Option hereunder to issue or sell Shares in violation of such
laws, rules and regulations or any condition of such
approvals. No Option shall be granted and no Shares issued or
sold hereunder where such grant, issue or sale would require
registration of the Plan or the Shares under the securities
laws of any foreign jurisdiction and any purported grant of
any Option or issue or sale of Shares hereunder in violation
of this provision shall be void. In addition, the Company
shall have no obligation to issue any Shares pursuant to the
Plan unless such Shares shall have been duly listed, upon
official notice of issuance, with all stock exchanges on which
the Shares are listed for trading. Shares issued and sold to
Participants pursuant to the exercise of Options may be
subject to limitations on sale or resale under applicable
securities laws.
8. ADJUSTMENTS IN SHARES SUBJECT TO THE PLAN:
(a) SUBDIVISIONS AND REDIVISIONS: In the event of any subdivision
or redivision or subdivisions or redivisions of the Shares at
any time while any Option is outstanding into a greater number
of Shares, the Company shall thereafter deliver at the time of
exercise of any Option, in lieu of the number of Shares in
respect of which such Option is then being exercised, such
greater number of Shares as would result from said subdivision
or redivision or subdivisions or redivisions had such Option
been exercised before such subdivision or redivision or
subdivisions or redivisions without the Participant making any
additional payment or giving any other consideration therefor.
(b) CONSOLIDATIONS: In the event of any consolidation or
consolidations of the Shares at any time while any Option is
outstanding into a lesser number of Shares, the Company shall
thereafter deliver, and the Participant shall accept, at the
time of exercise of any Option, in lieu of the number of
Shares in respect of which such Option is then being
exercised, such lesser number of Shares as would result from
such consolidation or consolidations had such Option been
exercised before such consolidation or consolidations.
(c) RECLASSIFICATIONS/CHANGES: In the event of any
reclassification or change or reclassifications or changes of
the Shares at any time while any Option is outstanding, the
Company shall thereafter deliver at the time of exercise of
any Option hereunder the number of securities of the Company
of the appropriate class or classes resulting from said
reclassification or change or reclassifications or changes as
the Participant would have been entitled to receive in respect
of the number of Shares in respect of which such Option is
then being exercised had such Option been exercised before
such reclassification or change or reclassifications or
changes.
(d) OTHER CAPITAL REORGANIZATIONS: In the event of any capital
reorganization of the Company at any time while any Option is
outstanding, not otherwise covered in this section 8 or a
consolidation, amalgamation or merger with or into any other
entity or the sale of the properties and assets as or
substantially as an entirety to any other
Ballistic Ventures Inc. Stock Option Plan - Page 6 of 8
entity, the Participant if he has not exercised his Option
prior to the effective date of such reorganization,
consolidation, amalgamation, merger or sale, upon the exercise
of such Option thereafter, shall be entitled to receive and
shall accept in lieu of the number of Shares then subscribed
for by him but for the same aggregate consideration payable
therefor, the number of other securities or property or of the
entity resulting from such merger, amalgamation or
consolidation or to which such sale may be made, as the case
may be, that the Participant would have been entitled to
receive on such capital reorganization, consolidation,
amalgamation, merger or sale if, on the record date or the
effective date thereof, he had been the registered holder of
the number of Shares so subscribed for.
(e) If the Company at any time while any Option is outstanding
shall pay any stock dividend or stock dividends upon the
Shares, the Company will thereafter deliver at the time of
exercise of any Option in addition to the number of Shares in
respect of which such Option is then being exercised, such
additional number of securities of the appropriate class as
would have been payable on the Shares so purchased if such
Shares had been outstanding on the record date for the payment
of such stock dividend or dividends.
(f) The Company shall not be obligated to issue fractional Shares
in satisfaction of its obligations under the Plan or any
Option and the Participant will not be entitled to receive any
form of compensation in lieu thereof.
(g) If at any time the Company grants to its shareholders the
right to subscribe for and purchase PRO RATA additional
securities or of any other corporation or entity, there shall
be no adjustments made to the number of Shares or other
securities subject to the Options in consequence thereof and
the Options shall remain unaffected.
(h) The adjustment in the number of Shares issuable pursuant to
Options provided for in this section 8 shall be cumulative.
(i) On the happening of each and every of the foregoing events,
the applicable provisions of the Plan and each of them shall,
IPSO FACTO, be deemed to be amended accordingly and the
Committee shall take all necessary action so as to make all
necessary adjustments in the number and kind of securities
subject to any outstanding Options (and the Plan) and the
exercise price thereof.
9. AMENDMENT AND TERMINATION OF PLAN AND OPTIONS: Subject in all
cases to the approval of all stock exchanges and regulatory authorities having
jurisdiction over the affairs of the Company, the Board or the Committee may
from time to time amend or revise the terms of the Plan (or any Option granted
thereunder) or may terminate the Plan (or any Option granted thereunder) at any
time provided however that no such action shall, without the consent of the
Participant, in any manner adversely affect a Participant's rights under any
Option theretofore granted under the Plan.
Ballistic Ventures Inc. Stock Option Plan - Page 7 of 8
10. EFFECTIVE DATE AND DURATION OF PLAN: The Plan becomes
effective on the date of its adoption by the Board and Options may be granted
immediately thereafter. The Plan shall remain in full force and effect until
such time as the Board shall terminate the Plan, and for so long thereafter as
Options remain outstanding in favor of any Participant.
11. APPROVAL OF PLAN: The establishment of the Plan shall be
subject to approval of the shareholders of the Company (the "Shareholders"). In
addition, all Options granted pursuant to the Plan prior to the approval thereof
by the Shareholders shall also be subject to approval of the Shareholders
provided that all Options granted subsequent to such approval of the
Shareholders shall not require approval by the Shareholders unless such approval
is required by the regulatory authorities or stock exchanges having jurisdiction
over the affairs of the Company.
Ballistic Ventures Inc. Stock Option Plan - Page 8 of 8