SCHEDULE 14C - INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934 (Amendment No. )
Check the appropriate box:
[_] Preliminary Information Statement
[_] Confidential, for Use of the Commission Only
(as permitted by Rule 14c-5(d)(2))
[X] Definitive Information Statement
BBJ ENVIRONMENTAL TECHNOLOGIES, INC.
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(Name of Registrant As Specified In Charter)
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[_] 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
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BBJ Environmental Technologies, Inc.
6802 Citicorp Blvd., Suite 500
Tampa, Florida 33619
(813) 622-8550
INFORMATION STATEMENT
SHAREHOLDER MAJORITY ACTION IN LIEU OF AN ANNUAL MEETING
AS OF MAY 13, 2002
NOTICE IS HEREBY GIVEN TO ALL SHAREHOLDERS THAT A MAJORITY ACTION OF
SHAREHOLDERS IN LIEU OF AN ANNUAL MEETING (THE "ACTION") OF BBJ ENVIRONMENTAL
TECHNOLOGIES, INC., A NEVADA CORPORATION, (THE "COMPANY") WILL BE TAKEN ON OR
ABOUT MAY 13, 2002.
(1) To elect seven Directors of the Company for the coming year;
(2) To ratify, adopt and approve the selection of Kirland, Russ, Murphy &
Tapp as the Company's independent auditors for the upcoming fiscal
year; and
(3) To ratify, adopt and approve an increase in the number of shares of
Common Stock underlying the Company's 2000 Employee Benefit and
Consulting Services Compensation Plan dated November 16, 2000 from
8,000,000 shares to 13,000,000 shares of Common Stock.
Only shareholders of record at the close of business on April 19, 2002 are
entitled to receipt of this Information Statement.
By Order of the Board of Directors
April 22, 2002 Michael J. Gordon, Secretary
BBJ Environmental Technologies, Inc.
6802 Citicorp Blvd., Suite 500
Tampa, Florida 33619
(813) 622-8550
INFORMATION STATEMENT
The Board of Directors of BBJ Environmental Technologies, Inc. ("BBJ" or
"the Company") in furnishing this Information Statement (which includes the
Company's annual report on Form 10-KSB for its fiscal year ended December 31,
2001, exclusive of exhibits), to shareholders on or about April 22, 2002.
This Information Statement is being furnished to the stockholders of the
Company in connection with proposals (i) to elect seven Directors of the Company
for the coming year, (ii) to ratify, adopt and approve the selection of Kirland,
Russ, Murphy & Tapp as the Company's independent auditors for the upcoming
fiscal year, and (iii) to ratify, adopt and approve an increase in the number of
shares of Common Stock underlying the Company's 2000 Employee Benefit and
Consulting Services Compensation Plan dated November 16, 2000 from 8,000,000
shares to 13,000,000 shares of Common Stock by the written consent of the
holders of a majority in interest of the Company's outstanding capital stock,
which includes Common Stock and Series A Convertible Preferred Stock voting as a
single class. Each holder of a share of Series A Convertible Preferred Stock has
the same right to vote as a holder of a share of Common Stock, except where
voting as a separate class is required by applicable Nevada law. The Company's
Board of Directors on March 7, 2002, approved and recommended a resolution to
increase to 13,000,000 shares the number of shares of the Company's Common Stock
in the Company's Stock Option Plan that are reserved for issuance. Each of the
proposals have been approved by written consent of the holders of a majority of
the Company's outstanding Common Stock. The Company anticipates that the filing
of the written consents with the Secretary of the Company will occur on or about
May 17, 2002 (the "Effective Date"). If the proposals were not adopted by
written consent, it would have been required to be considered by the Company's
stockholders at an annual or special stockholders' meeting convened for the
specific purpose of approving the proposals.
The elimination of the need for an annual or special meeting of
stockholders to approve the proposals is made possible by Section 78.320 of the
Nevada Revised Corporation Law (the "Nevada Law") which provides that the
written consent of the holders of outstanding shares of common stock, having not
less than the minimum number of votes which would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon were
present and voted, may be substituted for such an annual or special meeting. In
order to eliminate the costs and management time involved in holding an annual
or special meeting and in order to effect the proposals as early as possible in
order to accomplish the purposes of the Company, as hereinafter described, the
Board of Directors of the Company voted to utilize the written consent of the
holders of a majority in interest of the Company's outstanding voting capital
stock. As discussed hereinafter, the Board of Directors has recommended the last
proposal in order to increase the number of shares available for issuance
pursuant to the Company's Stock Option Plan to provide additional incentives to
attract and retain qualified and competent employees, officers and non-employee
directors.
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The date on which this Information Statement will first be sent to the
stockholders is on or about April 22, 2002. The record date established by the
Company for purposes of determining the number of outstanding shares of Common
Stock of the Company is April 19, 2002 (the "Record Date").
Inasmuch as the Company will have provided to its stockholders of record
this Information Statement, the Company will notify its stockholders in its next
Quarterly Report on Form 10-QSB of the Effective Date of the three proposals.
No additional action will be undertaken pursuant to such written consents, and
no dissenters' rights under the Nevada Law are afforded to the Company's
stockholders as a result of the adoption of the proposals.
EXECUTIVE OFFICES
The Company's principal executive offices are located at 6802 Citicorp
Blvd, Suite 500, Tampa, Florida 33619. Its telephone number is (813) 622-8550.
OUTSTANDING VOTING STOCK OF THE COMPANY
As of April 19, 2002, there were 22,396,578 shares of Common Stock
outstanding and 366,000 shares of Series A Convertible Preferred Stock
outstanding, representing all of the voting capital stock of the Company
outstanding and entitled to vote on matters submitted to the stockholder of the
Company. Each share of Common Stock and share of Series A Convertible Preferred
Stock entitles the holder thereof to one vote on all matters submitted to
stockholders. However, each share of Series A Convertible Preferred Stock is
convertible at anytime into eight shares of the Company's Common Stock.
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of April 19, 2002 by all persons
known by it to be beneficial owners of more than 5% of the Company's Common
Stock and all of its officers and directors, both individually and as a group.
Unless otherwise indicated, all shares are directly beneficially owned and
investing power is held by the persons named. The address of each person is c/o
BBJ at 6802 Citicorp Blvd., Suite 500, Tampa, FL 33619. The percentage of
outstanding shares is based upon 22,396,578 shares outstanding and includes
options which are expected to vest within 60 days thereof, by all persons known
by the Company to be beneficial owners of more than 5% of its common stock and
all of the Company's officers and directors, both individually and as a group.
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Name and Address of Amount and Nature of Percentage
Beneficial Owner (1) Beneficial Ownership (1) Outstanding
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Robert G. Baker (2) 3,815,648 16.3
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Jerry V. Schinella (3) 3,955,648 16.9
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Michael J. Gordon (4) 2,937,970 12.5
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Frank P. Ragano (5) 140,000 *
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Walter R. Arnett 19,272 *
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Olivier d'Auriol (6) 110,000 *
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Jean Caillet (7) 600,000 2.7
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Includes all of our officers and
directors as a group
(7 persons) 11,578,538 45.1
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Banque Privee Edmond De
Rothschild (8) 2,440,000 10.6
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Discount Bank and Trust Company (9) 3,168,000 12.9
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_____________
* Represents less than one percent of the outstanding shares of Common Stock.
(1) Unless otherwise indicated, all shares are directly beneficially owned and
investing power is held by the persons named. The address of each person is
c/o BBJ at 6802 Citicorp Blvd., Suite 500, Tampa, FL 33619.
(2) Robert G. Baker may be deemed to be a founder of BBJ Environmental
Solutions. Includes options to purchase 978,758 shares of the Company's
Common Stock.
(3) Jerry V. Schinella may be deemed to be a founder of BBJ Environmental
Solutions. Includes options to purchase 978,758 shares of the Company's
Common Stock.
(4) Includes options to purchase 1,084,198 shares of the Company's Common
Stock. The figure in the table above also includes 276,534 shares owned by
Mr. Gordon's children but does not include 530,990 shares held by a family
trust for his brother's children that Mr. Gordon was a trustee.
(5) Includes or represents options to purchase 140,000 shares of the Company's
Common Stock.
(6) Includes or represents options to purchase 40,000 shares of the Company's
Common Stock.
(7) Includes or represents options to purchase 40,000 shares of the Company's
Common Stock.
(8) The figure in the table above includes 1,720,000 shares of Common Stock
plus the full conversion of 90,000 shares of Series A Convertible Preferred
which can be converted at any time into 720,000 shares of our Common Stock.
Each share of Series A Convertible Preferred Stock has one vote and shall
vote together with BBJ's Common Stockholders on each matter presented for
shareholder vote,
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except when voting as a separate class as required by Nevada law.
(9) The figure in the table above includes 960,000 shares of Common Stock plus
the full conversion of 276,000 shares of Series A Convertible Preferred
which can be converted at any time into 2,208,000 shares of our Common
Stock. Each share of Series A Convertible Preferred Stock has one vote and
shall vote together with BBJ's Common Stockholders on each matter presented
for shareholder vote, except when voting as a separate class as required by
Nevada law. In addition, 480,000 shares of our Common Stock is included in
the table although such shares were transferred into a nominee's name
without any change in the beneficial ownership.
The Company does not know of any arrangement or pledge of its securities by
persons now considered in control of the Company that might result in a change
of control of the Company.
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PROPOSAL TO RE-ELECT
THE COMPANY'S EXISTING SEVEN DIRECTORS
It is anticipated that the written consents to be submitted to the
Secretary of the Company at the Effective Date will include the re-election of
the Company's existing seven directors for a period of one year and until their
successors are elected and shall qualify. The written consents are intended to
be a cost effective substitute to eliminate the need to hold a 2002 annual
meeting of the Company's stockholders. The following seven directors of the
Company are expected to be re-elected to continue to serve as directors of the
Company.
Term First
of Became Principal
Name Age Office Director Occupation
- ---- --- ------ -------- ----------
Robert G. Baker 63 (1) May 2000 Chairman of the Board and
Chief Executive Officer of
the Company
Jerry V. Schinella 42 (1) May 2000 President, Chief Operating
Officer and Chief Financial
Officer
Michael J. Gordon 44 (1) May 2000 Vice President, Corporate
Administrator
Frank P. Ragano 73 (1) May 2000 Retired
Walter Arnett 73 (1) Jan. 2002 Director of HVAC Insider
(a trade publication)
Oliver d'Auriol 55 (1) Nov. 2000 Chairman and Chief
Executive Officer of
Olivier d'Auriol Asset
Management S.A.
Jean Caillet 55 (1) Nov. 2000 Founder of Telliac S.A.
__________
(1) Directors are elected at the annual meeting of stockholders and hold office
to the following annual meeting.
Identification of Executive Officers
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Robert G. Baker is Chairman of the Board and Chief Executive Officer of the
Company. Jerry V. Schinella is President and Chief Operating Officer of the
Company. Michael Gordon is Vice President, Corporate Administrator and Secretary
of the Company. The terms of all officers expire at the annual meeting of
directors following the annual stockholders meeting. Officers may be removed,
either with or without cause, by the Board of Directors, and a successor elected
by a majority vote of the Board of Directors, at any time.
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Biographies of the Company's Nominees to the Board
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ROBERT G. BAKER - Founder, Chairman and Chief Executive Officer of BBJ
Environmental Solutions, Inc. since August 1993 and Chief Executive Officer and
Chairman of the Board of BBJ Environmental Technologies, Inc. since May 30,
2000. Mr. Baker is responsible for the strategy, overall policies, management
development, regulatory and technical issues, and our future expansion. He has
served in a number of senior operations and management positions. As Vice
President, Operations, he was responsible for manufacturing, research and
development, and regulatory affairs for Veridien Corporation for three years
from 1991 to 1994. Prior to that, he was Vice President, Administrative
Services, University of Texas M.D. Anderson Cancer Center in the Texas Medical
Center in Houston from 1985 to 1990. In this position, he was responsible for
the design, construction, maintenance, and operations of the facilities, safety
and security, and compliance with safety, health, and hazardous materials
regulations. Much of his earlier career involved work as a Senior Manager with
Gulf Oil Corporation. Mr. Baker has post graduate training from Harvard
University, the University of Pennsylvania, and Wichita State University and a
BS from Oklahoma State University. He is a member of American Society of
Heating, Refrigeration, and Air-Conditioning Engineers where he sits on various
Committees and the Chemical Specialties Manufacturer's Association-Regulatory
Affairs Committee, the Small Business Council, the Indoor Air Quality Special
Committee (which Mr. Baker chairs), and the Labeling Task Force.
JERRY V. SCHINELLA - Founder, President, and Chief Operating Officer of BBJ
Environmental Solutions since 1994 and a director since August 1993, and
President, Chief Operating Officer and Director of BBJ Environmental
Technologies since May 30, 2000. Mr. Schinella is responsible for our
operations, overseeing finance, accounting, logistics, and administration. Mr.
Schinella joined Veridien Corporation in July 1992 as Vice President and
Controller. In this capacity, he was responsible for all corporate accounting
and finance activities including internal and external financial reporting,
analysis and planning, vendor relations, and collections. Prior to his work with
Veridien, Mr. Schinella was a Senior Manager with KPMG Peat Marwick in Tampa,
Florida. In his eight years with KPMG Peat Marwick, his professional
accomplishments include significant experience in financial reporting to the
SEC, reviewing financial and operational controls of client companies and
extensive communication and negotiations with bank officers. In 1985, Mr.
Schinella became a licensed Certified Public Accountant in the State of Florida.
He has a degree in accounting from Central Michigan University and a Masters of
Business Administration from Michigan State University.
MICHAEL J. GORDON - Vice President, Corporate Administrator of BBJ
Environmental Solutions since April 1998 and member of BBJ's Environmental
Solutions board of directors since April 1997. He has held the same positions
with BBJ Environmental Technologies since May 30, 2000. From August, 1987
through December 1997, Mr. Gordon was employed by Phoenix Information Systems
Corp., a public corporation, where he was responsible for overseeing
administrative operations, the filing of all reports and documents with the
Securities and Exchange Commission, company news releases and public relations.
Prior to joining Phoenix, Mr. Gordon served as Director of Legacies and Planned
Giving for the American Cancer Society. Mr. Gordon received his Bachelor of
Science degree from the State University of New York in 1980.
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FRANK P. RAGANO - has been a director of BBJ Environmental
Technologies since May 2000. Major General, U.S. Army (Ret.). Mr. Ragano has
served as a director of Skylynx Communications, Inc. between 1998 and September
2000 and as its chairman in 1999 and 2000. Between 1985 and 2000, Mr. Ragano
served as a director of Irvine Sensors, a company which manufactures infrared
devices and products utilizing silcone chip technology. Mr. Ragano was President
and CEO of CMS, Inc., a wholly-owned subsidiary of Daimler-Benz GmbH. Mr.
Ragano graduated with a B.S. degree from Duquesne University in 1950 and later
graduated with a Master of Business Administration (MBA) from Syracuse
University, NY. After a well-decorated career in the military, Mr. Ragano
retired from active Army service and became Vice President of the National
Defense Industrial Association, (formerly named the American Defense
Preparedness Association) and Chairman and CEO of BEI Defense Systems Company.
WALTER ARNETT - has been a director of BBJ Environmental Technologies
since January 2002. Since 1992, Mr. Arnett has been Director of HVAC Insider, a
Florida industry trade publication, with a circulation of 7,000 contractors,
wholesalers and associated members. Mr. Arnett has 52 years experience in the
HVAC and refrigeration industry as a licensed HVAC contractor, Independent
Wholesale Distributor and manufacturer of HVAC equipment and has been the
recipient of several sales awards with Marbut Company, Chrylser Airtemp, John
Zink Company and Certified Equipment Corp. Mr. Arnett attended Mercer
University and the University of Mississippi.
OLIVIER d'AURIOL - has been a director of BBJ Environmental
Technologies since November 2000. Mr. d'Auriol, a Swiss born citizen, is
founder, Chairman, and Chief Executive Officer of Olivier d'Auriol Asset
Management SA, a Swiss Family Office Company he created in 1998 to advise
private clients on the investment of their wealth. Mr. d'Auriol has served in a
number of senior operation and management positions in international banks. From
1992 to 1997 he served as Executive Vice President, President of the Management
Committee of Banque Privee Edmond de Rothschild S.A., Luxembourg, a Private bank
dedicated to asset management for private clients, investment funds and
financial engineering. Prior to that, as Executive Vice President and member of
the Management Committee of Swiss Bank Corp in Geneva, Mr. d'Auriol headed the
Trust Department in charge of private and institutional clients. He started his
career at Paribas where he held successive management responsibility between
1972 and 1987 in asset management for private individuals and in fixed income
management for institutional clients. Mr. d'Auriol holds a Baccalaureat in
Mathematics from Lycee Louis le Grand, Paris and studied three years as an
engineer in Physics at Ecole Polytechnique Federale in Lausanne, Switzerland. He
is member of the Swiss Financial Analyst Society and sits on the board of
LightWave Systems, Santa Barbara-USA, Guardware Inc., Budapest-Hungary, European
Secondary Fund, Paris-France, and Chateau de Ripaille Foundation, Thonon-France.
JEAN CAILLET - has been a director of BBJ Environmental Technologies
since November 2000. Mr. Caillet, a French born citizen, is founder of Telliac
SA, a company he created in 1997 that specializes in Financial Engineering. Jean
Caillet has served before in different senior positions in the fields of
commodities and banking. From 1985 to 1993, Mr. Caillet founded and managed in
Switzerland and France for Banque Paribas a department that specialized
worldwide in barter and financial engineering. From 1981 to 1985 he was a
Senior VP with Finagrain (group Continental Grain) in Geneva. He has started
his working career in Paris in 1973 at Imetal (group Rothschild),
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which he left in 1981 as Senior VP Marketing & Commercial to move to Geneva
where he is living today.
Board of Directors Meetings and Committees
During 2001, the Board of Directors held six (6) meetings. During the
period for which he or she was a director in 2001, each director during 2001
attended at least 75% of all meetings of the Board. The Company's last annual
meeting of shareholders was held on May 15, 2001, at which time Robert G. Baker,
Jerry V. Schinella, Michael Gordon, Frank P. Ragano, Rebecca F. Walter, Olivier
d'Auriol and Jean Caillet were elected directors for a period of one year and
until their successors are elected and shall qualify. In January 2002, Rebecca
F. Walter resigned as a director and was replaced by Walter Arnett. Except as
provided below, the Board has no other committees of the Board of Directors and
it has no nominating or similar committee.
Compensation Committee
In November 2000, the Company established a Compensation Committee. In
March 2001, the Board changed its members to include Frank Ragano as chairman
and Olivier d'Auriol and Robert Baker as its members. The Compensation
Committee has the power to review compensation of our executive officers,
including salaries, the granting of stock options and other forms of
compensation for executive officers whose salaries are within the purview of the
Board of Directors. In some cases, the Compensation Committee may make
recommendations to the entire Board of Directors for its approval or, itself
exercise the powers and authority of the Board of Directors to designate
compensation. During 2001, the Compensation Committee held three meetings.
Audit Committee
The Company's audit committee was established in November 2000 and is
currently comprised of Walter Arnett, Jean Caillet and Jerry Schinella. Walter
Arnett replaced Rebecca Walters in January 2002. During 2001, the audit
committee held three meetings.
Audit Fees
For the fiscal year ended December 31, 2001, the aggregate fees billed for
professional services rendered by Kirkland, Russ, Murphy & Tapp, CPA's
("independent auditors") for the audit of the Company's annual financial
statements and the reviews of its financial statements included in the Company's
quarterly reports totaled approximately $23,500.
Financial Information Systems Design and Implementation Fees
For the fiscal year ended December 31, 2001, there were no fees billed for
professional services by the Company's independent auditors rendered in
connection with, directly or indirectly, operating or supervising the operation
of its information system or managing its local area network.
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All Other Fees
For the fiscal year ended December 31, 2001, there were no fees billed for
any other professional services rendered by the Company's independent auditors.
Audit Committee Report
Jerry Schinella is a member of the Audit Committee and is President of the
Company. The other Audit Committee members in 2001 included Rebecca Walter and
Jean Caillet. Walter Arnet replaced Rebecca Walter on the Audit Committee for
2002 after she resigned as a director. Rebecca Walter, Jean Caillet and Walter
Arnett each met the definition of "independent director" as defined in Rule
4200(a)(14) of the NASD's Listing Standards. Both Walter Arnett and Jean
Caillet continue to serve as independent directors of the Company and as a
majority of the Audit Committee. The NASD's listing standards define an
"independent director" generally as a person, other than an officer of the
Company, who does not have a relationship with the company that would interfere
with the director's exercise of independent judgment.
Pursuant to the audit committee's written charter, which was adopted in
May, 2001, the audit committee's responsibilities include, among other things:
. annually reviewing and reassessing the adequacy of the committee's formal
charter;
. reviewing the annual audited financial statements with the Company's
management and its independent auditors and the adequacy of its internal
accounting controls;
. reviewing analyses prepared by the Company's management and independent
auditors concerning significant financial reporting issues and judgments
made in connection with the preparation of its financial statements;
. making recommendations concerning the engagement of the independent
auditors;
. reviewing the independence of the independent auditors;
. reviewing the Company's auditing and accounting principles and practices
with the independent auditors and reviewing major changes to its auditing
and accounting principles and practices as suggested by the independent
auditor or its management; and
. reviewing all related party transactions on an ongoing basis for potential
conflict of interest situations.
A copy of the audit committee charter is attached as Appendix A.
The Company's audit committee has met and held discussions with management
and its independent auditors. Management represented to the committee that the
Company's consolidated financial statements were prepared in accordance with
generally accepted accounting principles, and
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the committee has reviewed and discussed the consolidated financial statements
with management and the independent auditors. The committee discussed with the
independent auditors the matters required to be discussed by Statement on
Auditing Standards No. 61 (Communication with Audit Committees). The Company's
independent auditors also provided the audit committee with the written
disclosures required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees) and the committee discussed
with the independent auditors and management the auditors' independence,
including with regard to fees for services rendered during the fiscal year and
for all other professional services rendered by the Company's independent
auditors. Based on the committee's review of the representations of management
and the report of the independent auditors to the audit committee, the committee
recommended that the Board of Directors include the audited consolidated
financial statements in its annual report on Form 10-KSB for the fiscal year
ended December 31, 2001.
Walter Arnett
Jean Caillet
Jerry Schinella
Executive Compensation
Incorporated by reference is the contents of Item 10 of BBJ's Form 10-
KSB for its fiscal year ended December 31, 2001, a copy of which is annexed to
this Proxy Statement as Appendix B.
Certain Transactions
Incorporated by reference is the contents of Item 12 of BBJ's Form 10-
KSB for its fiscal year ended December 31, 2001, a copy of which is annexed to
this Proxy Statement as Appendix B.
Financial and Other Information
Accompanying this Proxy Statement as Appendix B is the Company's 2001
Annual Report on Form 10-KSB for its fiscal year ended December 31, 2001
(excluding exhibits). The Company incorporates by reference the information
contained in the Company's 2001 Annual Report.
PROPOSAL TO RATIFY THE BOARD'S SELECTION OF
KIRKLAND, RUSS, MURPHY & TAPP, AS INDEPENDENT AUDITORS FOR 2002
The Board of Directors has approved the selection of Kirkland, Russ,
Murphy & Tapp, as the Company's independent auditors for 2002. Kirkland, Russ,
Murphy & Tapp, Certified Public Accountants has audited the Company's financial
statements for the last two fiscal years ended December 31, 2001. It is
expected that the written consents to be submitted to the Secretary of the
Company at the Effective Date will include the ratification of the Board's
selection of independent auditors for 2002. Even if the selection is ratified,
the Board in its sole discretion may direct the appointment of a different
independent accounting firm at any time during the year if the Board believes
that such a change would be in the best interests of the Company and its
stockholders.
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PROPOSAL TO INCREASE THE NUMBER OF SHARES RESERVED
FOR ISSUANCE PURSUANT TO THE COMPANY'S 2000 EMPLOYEE
BENEFIT AND CONSULTING SERVICES COMPENSATION PLAN
It is proposed to increase from 8,000,000 shares to 13,000,000 shares
of Common Stock in the Company's 2000 Employee Benefit and Consulting Services
Compensation Plan ("Plan") by amending Section 6 of the Plan. The current text
of the Plan and proposed amendment thereto is attached hereto as Appendix C.
The material features of the Plan are discussed below, but the description is
subject to, and is qualified in its entirety, by the full text of the Plan. It
is expected that the written consents submitted to the Secretary of the Company
at the Effective Date will include the approval of the proposed amendment to the
Plan.
Administration
The Plan is administered by the Compensation Committee, subject to the
Board's right to grant options during the existence of the Plan. The
Compensation Committee, subject to the provisions of the Plan, will have the
authority to determine and designate officers, employees, directors and
consultants to whom awards shall be made and the terms, conditions and
restrictions applicable to each award (including, but not limited to, the option
price, any restriction or limitation, any vesting schedule or acceleration
thereof, and any forfeiture restrictions). The Compensation Committee may, in
its sole discretion, accelerate the vesting of awards or extend the period
during which an option may be exercised after an optionee ceases to be an
employee of the Company, but not beyond the expiration of its stated term. The
Board of Directors must approve all grants of Options and Stock Awards issued to
officers or directors of the Company.
Types of Awards
The Plan is designed to enable the Company to offer certain officers,
employees, directors and consultants of the Company and its subsidiaries equity
interests in the Company and other incentive awards in order to attract, retain
and reward such individuals and to strengthen the mutuality of interests between
such individuals and the Company's stockholders. In furtherance of this
purpose, the Plan contains provisions for granting non-qualified stock options
and Common Stock Awards.
Stock Options. A "stock option" is a contractual right to purchase a
number of shares of Common Stock at a price determined on the date the option is
granted. The option price per share of Common Stock purchasable upon exercise of
a stock option and the time or times at which such options shall be exercisable
shall be determined by the Compensation Committee at the time of grant. Such
option price shall not be less than 100% of the fair market value of the Common
Stock on the date of grant. The option price must be paid in cash, money order
or check or other form of equivalent cash consideration approved by the
Committee.
Options shall be exercisable at the times and subject to the conditions
determined by the Compensation Committee at the date of grant, but no option may
be exercisable more than ten years after the date it is granted. If the optionee
ceases to be an employee of the Company for any reason other than death, any
option exercisable on the date of the termination of employment may be
12
exercised for a period of thirty days (unless otherwise agreed in writing or
determined by the Compensation Committee at or after the date of grant) or until
the expiration of the stated term of the option, whichever period is shorter. In
the event of the optionee's death, any option exercisable at the date of death
may be exercised from the date of death until the expiration of the stated term
of the option by the legal heirs of the Optionee, unless otherwise determined by
the Compensation Committee at the date of grant.
Common Stock Award. "Common Stock Award" are shares of Common Stock
that will be issued to a recipient at the end of a restriction period, if any,
specified by the Compensation Committee if he or she continues to be an
employee, director or consultant of the Company. If the recipient remains an
employee, director or consultant at the end of the restriction period, the
applicable restrictions will lapse and the Company will issue a stock
certificate representing such shares of Common Stock to the participant. If the
recipient ceases to be an employee, director or consultant of the Company for
any reason (including death, disability or retirement) before the end of the
restriction period unless otherwise determined by the Compensation Committee,
the restricted stock award will be terminated.
Forfeiture. Unless otherwise determined by the Compensation Committee
at the time of grant, any award of stock options will be immediately forfeited
if the Compensation Committee in its sole discretion finds (after full
consideration of the facts presented on behalf of both the Company and the
Eligible Participant) that the Eligible Participant breached his or her
employment or service contract, if any, with the Company or has been engaged in
disloyalty to the Company or has disclosed trade secrets or confidential
information of the Company. In such event, the participant will also forfeit all
shares of Common Stock for which the Company has not yet delivered the share
certificates (upon refund by the Company of the option price in the case of
stock options).
Eligibility
Officers, employees, directors and consultants of the Company and its
subsidiaries are eligible to be granted stock options, and Common Stock Awards.
Eligibility shall be determined by the Compensation Committee; however, all
Options and Stock Awards granted to officers and directors must be approved by
the Board. Approximately fourteen employees (including three executive
officers), four non-employee directors and various consultants are currently
eligible to receive awards under the Plan.
Shares Subject to the Plan
The maximum number of shares of Common Stock that may be issued
pursuant to awards granted under the Plan is 8,000,000. If this Proposal is
approved by stockholders, the number of shares available under the Plan would
increase to 13,000,000. Such shares may be either authorized and unissued
shares or issued shares reacquired by the Company and held in treasury. The Plan
does not limit the number of shares of Common Stock with respect to which
options or Stock Awards may be granted to any individual during any calendar
year. The aggregate number of shares issuable under the Plan and the number of
shares subject to options and awards to be granted under the Plan are subject to
adjustment in the event of certain mergers, reorganizations, consolidations,
recapitalizations,
13
dividends (other than a regular cash dividend), stock split or other change in
corporate structure affecting the Common Stock. Shares subject to options that
expire, terminate or are canceled unexercised, shares of stock that have been
forfeited to the Company and shares that are not issued as a result of
forfeiture or termination of an award may be reissued under the Plan.
Federal Tax Consequences
The Federal income tax discussion set forth below is intended for
general information only. State and local income tax consequences are not
discussed, and may vary from locality to locality.
Non-Qualified Options. Under present Treasury regulations, an optionee
who is granted a non-qualified option will not realize taxable income at the
time the option is granted. In general, an optionee will be subject to tax for
the year of exercise on an amount of ordinary income equal to the excess of the
fair market value of the shares on the date of exercise over the option price,
and the Company will receive a corresponding deduction. Income tax withholding
requirements apply upon exercise. The optionee's basis in the shares so acquired
will be equal to the option price plus the amount of ordinary income upon which
he is taxed. Upon subsequent disposition of the shares, the optionee will
realize capital gain or loss, long-term or short-term, depending upon the length
of time the shares are held after the option is exercised.
Common Stock Awards. Recipients of shares of restricted Common Stock
that are not "transferable" and are subject to "substantial risk of forfeiture"
at the time of grant will not be subject to Federal income taxes until lapse or
release of the restrictions on the shares. The recipient's income and the
Company's deduction will be equal to the fair market value of the shares on the
date of lapse or release of such restrictions.
Termination or Amendment of the Plan
The Board may at any time amend, discontinue, or terminate all or any
part of the Plan, provided, however, that unless otherwise required by law, the
rights of a participant may not be impaired without his or her consent, and
provided that the Company will seek the approval of the Company's stockholders
for any amendment if such approval is necessary to comply with any applicable
federal or state securities laws or rules or regulations. Unless sooner
terminated, the Plan will expire on November 16, 2010 and no awards may be
granted after that date.
Awards
Although the Company's Common Stock is traded on the OTC Electronic
Bulletin Board under the symbol "BBJE," trading is limited. (See Item 5 of the
Company's Form 10-KSB included in Exhibit A). Currently, the Company has
granted options to purchase 6,145,738 shares of its Common Stock under the Plan.
It is not possible to predict the individuals who will receive future awards
under the Plan or the number of shares of Common Stock covered by any future
award because such awards are wholly within the discretion of the Compensation
Committee and/or Board of Directors. The table below contains information as of
April 15, 2002 on the known benefits provided to certain persons and group of
persons under the Plan. A proposal will be made at the next board meeting to
issue up to
14
1,000,000 shares of the Company's Common Stock to its director of sales
consultant as a bonus. These shares are not reflected in the table below. As of
April 15, 2002, these shares have a value of $100,000.
Value of
unexercised
Number of Shares Range of exercise price options at April
Name and Position Subject to Options ($) per Share 11, 2002(1)
- ----------------------------------------------------------------------------------------
Robert G. Baker,
Chief Executive Officer 978,758 $1.00 - $1.25 -0-
- ----------------------------------------------------------------------------------------
Jerry V. Schinella,
President 978,758 1.00 - 1.25 -0-
- ----------------------------------------------------------------------------------------
Michael J. Gordon,
Vice President 1,084,198 1.00 - 1.25 -0-
- ----------------------------------------------------------------------------------------
All Executive Officers
as a group (three persons) 3,041,714 1.00 - 1.25 -0-
- ----------------------------------------------------------------------------------------
All Non-Employee
Directors as a group
(4 persons) 280,000 1.25 -0-
- ---------------------------------------------------------------------------------------
Non-Executive Officer
Employee Group 471,750 .13 - 1.25 -0-
- ----------------------------------------------------------------------------------------
Consultants (2) 2,352,274 .375 - 2.00 -0-
- ----------------------------------------------------------------------------------------
(1) The closing sale price of the Common Stock on April 15, 2002 was $.10 per
share as reported by OTC Electronic Bulletin Board. Value is calculated by
multiplying (a) the difference between $.10 and the option exercise price
by (b) the number of shares of Common Stock underlying the option.
(2) Not included in the table are options to purchase 1,400,000 shares of our
common Stock which were exercised by consultants at $.1575 per share.
Reasons for the Proposed Increase of the Number of Shares Reserved for Issuance
Pursuant to the Company's Plan
The Board of Directors of the Company believes that the increase in the
number of shares reserved for issuance pursuant to the Company's Plan is
necessary to provide the Company with additional incentives to attract and
retain qualified and competent employees, officers and non-employee directors.
No Dissenter's Rights
Under Nevada Law, stockholders are not entitled to dissenter's rights of
appraisal with respect to the Company's proposed increase of shares reserved for
issuance pursuant to the Company's Plan.
15
OTHER BUSINESS
As of the date of this Information Statement, the Board of Directors of
the Company knows of no other business which will be presented for consideration
of the stockholders of the Company who intend to submit written consents to the
Secretary of the Company on the Effective Date.
AVAILABILITY OF SECURITIES AND EXCHANGE
COMMISSION'S FORM 10-KSB
THE COMPANY'S ANNUAL REPORT FOR ITS YEAR ENDED DECEMBER 31, 2001 ON
FORM 10-KSB INCLUDES THE FINANCIAL STATEMENTS, SCHEDULES AND EXHIBITS THERETO,
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION; SUCH REPORT IS ATTACHED TO
THIS INFORMATION STATEMENT AS APPENDIX B (EXCLUSIVE OF EXHIBITS). ADDITIONAL
COPIES OF SUCH REPORT ARE AVAILABLE WITHOUT CHARGE TO THE STOCKHOLDERS UPON
WRITTEN REQUEST. SUCH MATERIAL CAN BE OBTAINED BY WRITING TO BBJ ENVIRONMENTAL
TECHNOLOGIES, INC., ATTENTION: MICHAEL J. GORDON, 6802 CITICORP BLVD., SUITE
500, TAMPA, FLORIDA 33619.
Stockholders Proposals for the Next Annual Meeting
- --------------------------------------------------
Proposals of security holders intended to be presented at the 2003
Annual Meeting must be received by the Company for inclusion in the Company's
Proxy Statement and form of proxy relating to that meeting as soon as possible
no later than December 31, 2002.
BBJ ENVIRONMENTAL TECHNOLOGIES, INC.
Michael J. Gordon, Secretary
16
APPENDIX A
Written Charter of Audit Committee
BBJ Environmental Technologies, Inc.
Audit Committee Charter
Purpose
The primary function of the Audit Committee (the "Committee") is to assist the
Board of Directors (the "Board") of BBJ Environmental Technologies, Inc. (the
"Company") in fulfilling its oversight responsibilities by reviewing: the
financial reports and other financial information provided by the Company to any
government body or the public; the Company's system of internal controls
regarding finance, accounting, legal compliance and ethics that management and
the Board have established; and the Company's auditing, accounting and financial
reporting processes. Consistent with this function, the Committee should
encourage continuous improvement of, and should foster adherence to, the
Company's policies, procedures and practices at all levels. The Committee's
primary duties and responsibilities are to:
. Serve as an independent and objective party to monitor the Company's
financial reporting process and internal control system.
. Review and appraise the audit efforts of the Company's independent
auditors.
. Provide an open avenue of communication among the independent auditors,
management, and the Board.
Composition
The Committee will be composed of not less than three members of the Board. They
will be selected by the Board, taking into account prior experience in matters
to be considered by the Committee, probable availability at times required for
consideration of such matters, and their individual independence and
objectivity. All members of the Committee shall have a working familiarity with
basic finance and accounting practices, and at least one member of the Committee
shall have accounting and related financial management expertise.
The Committee's membership will meet the requirements of the audit committee
policy of the National Association of Securities Dealers ("NASD"). Accordingly,
at least a majority of the members will be directors independent of management
and free from relationships that, in the opinion of the Board, would interfere
with the exercise of independent judgment as a committee member.
Meetings
The Committee shall meet at least two times annually, or more frequently as
circumstances dictate. The Committee may meet with management and the
independent auditors in separate executive sessions to discuss any matters that
the Committee or either of these groups believes should be discussed privately.
In addition, the Committee or a designated member of the Committee shall meet
with the independent auditors quarterly to review the Company's quarterly
financial statements as described below.
Responsibilities
The Committee's responsibilities will include the following duties:
Oversight of the financial statements and relations with the independent
auditors:
. Instruct the independent auditors that the Board is the client in its
capacity as the shareholders' representative.
. Expect the independent auditors to meet with the Board at least annually
so the Board has a basis on which to recommend the independent auditors'
appointment to the shareholders or to ratify its selection of the
independent auditors.
. Expect management and the independent auditors to analyze significant
financial report issues and practices on a timely basis.
. Expect management and the independent auditors to discuss with the
Committee:
[_] Qualitative judgments about whether current or proposed accounting
principles and disclosures are appropriate, not just acceptable.
[_] Aggressiveness or conservatism of accounting principles and financial
estimates.
Expect the independent auditors to provide the Committee with:
. Independent judgments about the appropriateness of the Company's current
or proposed accounting principles and whether current or proposed
financial disclosures are clear.
. Views on whether the accounting principles chosen by management are
conservative, moderate, or aggressive as they relate to income, asset, and
liability recognition, and whether these accounting principles are
commonly used.
. Reasons why accounting principles and disclosure practices used for new
transactions or events are appropriate.
. Reasons for accepting or questioning significant estimates made by
management.
. Views on how selected accounting principles and disclosure practices
affect shareholder and public attitudes about the Company.
Actions taken on the Board's behalf that require Board notification but not
Board approval:
. Review and approve the scope of the Company's audit and that of its
subsidiaries as recommended by the independent auditors.
. Answer questions raised by shareholders during an annual shareholders'
meeting on matters relating to the Committee's activities if asked to do
so by the Board's chairperson.
. Ask the appropriate corporate officer to study a particular area of
interest or concern to the Committee.
Matters requiring the Committee's review and study before making a
recommendation for the Board's action:
. Appointment of the independent auditors.
. Implementation of major accounting policy changes.
. SEC registration statements to be signed by the Board.
. The auditors' reports and financial statements prior to publication in the
annual report.
Matters requiring the Committee's review and study before providing summary
information to the Board:
. Accounting policy changes proposed or adopted by organizations such as the
Financial Accounting Standards Board ("FASB"), the Securities and Exchange
Commission ("SEC"), and the American Institute of Certified Public
Accountants ("AICPA"), or by comparable bodies outside the U.S.
. The independent auditors' assessment of the strengths and weaknesses of
the Company's financial staff, systems, controls, and other factors that
might be relevant to the integrity of the financial statements.
. Quarterly financial statement review before publication.
. Administration of the Company's "conflict of interest" policy.
. The performance of management and operating personnel under the Company's
code of ethics.
. Gaps and exposures in insurance programs.
. Reports about the Company or its subsidiaries submitted by agencies of
governments in countries in which the Company or its subsidiaries operate.
. Periodic SEC filings and the adequacy of programs and procedures to assure
compliance with SEC regulations and regulations of the NASD.
APPENDIX B
BBJ Environmental Technologies, Inc. Form 10-KSB
For the fiscal year ended December 31, 2001
APPENDIX C
BBJ Environmental Technologies, Inc. 2000 Employee
Benefit and Consulting Services Compensation Plan
and proposed amendment thereto
Proposed Amendment
The stockholders of BBJ Environmental Technologies, Inc. will be asked to
ratify, adopt and approve the following resolution:
RESOLVED, Section 6 of the BBJ Environmental Technologies, Inc. 2000 Employee
Benefit and Consulting Services Compensation Plan is hereby amended to read as
follows:
"The total number of shares of Common Stock reserved for issuance by the
Company either directly or underlying Options granted under this Plan from
inception to date is 13,000,000, as adjusted pursuant to Section 15 herein. The
total number of shares of Common Stock reserved for such issuance may be
increased only by a resolution adopted by the Board of Directors and approved by
stockholders of the Company within one year of the amendment of the Plan. Such
Common Stock shall consists of authorized and unissued or reacquired Common
Stock of the Company."
BBJ ENVIRONMENTAL TECHNOLOGIES, INC.
2000 EMPLOYEE BENEFIT AND
CONSULTING SERVICES COMPENSATION PLAN
SECTION 1. INTRODUCTION
1.1 Establishment. Effective as provided in Section 17, BBJ Environmental
-------------
Technologies, Inc., a Nevada corporation (the "Company"), hereby establishes a
plan of long-term stock-based compensation incentives for selected Eligible
Participants (defined below) of the Company and its Affiliated Corporations.
Such a plan was adopted on November 16, 2000. The plan as stated herein and
adopted by the Board of Directors on November 16, 2000, shall be known as the
2000 Employee Benefit and Consulting Services Compensation Plan (the "Plan").
1.2 Purpose. The purpose of the Plan is to promote the best interest of
-------
the Company, and its stockholders by providing a means of non-cash remuneration
to selected Eligible Participants who contribute most to the operating progress
and earning power of the Company.
SECTION 2. DEFINITIONS
The following definitions shall be applicable to the terms used in the
Plan:
2.1 "Affiliated Corporation" means any corporation that is either a parent
corporation with respect to the Company or a subsidiary corporation with respect
to the Company (within the meaning of Sections 424(e) and (f), respectively, of
the Internal Revenue Code).
2.1A "Board" means Board of Directors of the Company.
2.2 "Code" means the Internal Revenue Code of 1986, as it may be amended
from time to time.
2.3 "Committee" means a committee designated by the Board of Directors to
administer the Plan or, if no committee is so designated, the Board of
Directors. Any Committee Member who is also an Eligible Participant may receive
a grant if approved by a majority of the Board. The Board of Directors, in its
sole discretion, may at any time remove any member of the Committee and appoint
another Director to fill any vacancy on the Committee. All Committee Members
must be directors of the Company.
2.4 "Common Stock" means the Company's $.001 par value common stock or any
recapitalized common stock of the Company.
2.5 "Company" means BBJ Environmental Technologies, Inc., a Nevada
corporation and its subsidiaries.
2.6 "Effective Date" means the effective date of the Plan, as set forth in
Section 17 hereof.
2.7 "Eligible Participant" or "Participant" means any employee, director,
officer, consultant, or advisor of the Company who is determined (in accordance
with the provisions of Section 4 hereof) to be eligible to receive stock and
exercise stock options hereunder. However, a member of the Board or an
Executive Officer of the Company may participate in the Plan and be an Eligible
Participant if the grant is approved by a majority of the Board and not by a
Committee thereof. Notwithstanding the foregoing, no consultant or advisor
shall receive options unless such person is eligible to receive same under an
employee benefit plan which would be filed under a Form S-8 Registration
Statement.
2.8 "Fair Market Value" means with respect to Common Stock, as of any
date, the closing sales price of a share of Common Stock as reported on NASDAQ,
the Bulletin Board or exchange on which the Company's Common Stock may be
listed.
2.8A "Modification" means any change in the terms of an option which
would constitute a "modification" as defined in Section 424(h)(3) of the
Internal Revenue Code of 1986 (without regard to section 424(h)(3)(B) contained
therein), including, without limitation, such a modification to an option as
effected by a change in the Plan and any other
change in the Plan which would increase the number of shares reserved for
options under the Plan, materially change the administration of the Plan or that
would otherwise materially increase the benefits accruing to, or available for,
participants in the Plan; provided, however, that registration of Option shares
under the Securities Act of 1933, as amended, shall not be deemed a
Modification.
2.8B "NASD" means National Association of Securities Dealers, Inc.
2.9 "Option" means the grant to an Eligible Participant of a right to
acquire shares of Restricted Stock of the Company, unless said shares are duly
registered, and thus freely tradeable, pursuant to a Grant of Option approved by
the Committee and executed and delivered by the Company.
2.10 "Plan" means this BBJ Environmental Technologies, Inc. 2000 Employee
Benefit and Consulting Services Compensation Plan as stated and adopted on
November 16, 2000.
2.11 "Registered Stock" means shares of Common Stock of the Company
underlying an Option which are freely tradeable by virtue of having been
registered with the Securities and Exchange Commission under cover of Form S-8,
or another appropriate registration statement, and which shares have been issued
subject to the "blue sky" provisions of any appropriate state jurisdiction.
Special resale restrictions may, however, apply to officers, directors, control
shareholders and affiliates of the Company and such individuals or entities will
be required to obtain an opinion of counsel as regards their ability to resell
shares received pursuant to this Plan.
2.12 "SEC" means Securities and Exchange Commission.
2.13 The "1933 Act" means the Securities Act of 1933, as amended.
2.14 "Stock" or "Restricted Stock" means shares of Common Stock of the
Company issuable directly under the Plan or underlying the grant of the Option,
which are, upon issuance, subject to the restrictions set forth in Section 11
hereof.
Wherever appropriate, words used in the Plan in the singular may mean the
plural, the plural may mean the singular, and the masculine may mean the
feminine.
SECTION 3. ADOPTION OF THE PLAN
A plan of long-term stock-based compensation incentives for selected
Eligible Participants of the Company was adopted by the Board on November 16,
2000, subject to stockholder approval within one year of the Effective Date (the
"Plan"). The purchase price or exercise price of all Options granted under the
Plan shall be granted at no less than the fair market value of the Common Stock
at the date of grant and shall be paid at the time of exercise in cash, check or
money order or other equivalent form of cash consideration acceptable to the
Board or Committee. However, to the extent permitted by applicable law, the
Option price may be paid within five business days of the delivery of the Common
Stock if payment is guaranteed in writing by a member of the NASD acceptable to
the Board or Committee thereof. All direct Stock grants of Common Stock shall
be for services rendered to the Company by the Eligible Participant and may be
subject to forfeiture and transferability restrictions as determined by the
Board or Committee and in all cases, subject to compliance with the provisions
of the 1933 Act and all applicable blue sky provisions. No shares of Common
Stock shall be delivered under the Plan unless the Company withholds all
applicable taxes or the Eligible Participant has paid the amount of the
withholding to the Company.
SECTION 4. ADMINISTRATION OF THE PLAN
The Board shall administer the Plan. The Board shall have plenary
authority in its discretion, but subject to the express provisions of the Plan:
to determine the Eligible Participants, the purchase price of the Common Stock
covered by each Option, the persons to whom, and the time or times when, Options
and/or Common Stock Awards shall be granted, and the number of shares to be
subject to each Option and/or Common Stock Award; to determine the time or times
during which Options may or must be exercised and the conditions for exercise;
to determine the time or times and conditions under which Option and/or Common
Stock Awards will vest and terminate; to interpret the Plan; to prescribe,
amend, and rescind rules and regulations relating to it; to determine the terms
and provisions (and amendments thereof) of the respective Option and Stock grant
agreements (which need not be identical), including such terms and provisions
(and amendments thereof) as shall be required in the judgment of the Board to
conform to any change in any law or regulation applicable thereto; and to make
all other determinations deemed necessary or advisable for the administration of
the Plan. The Board's determination on the foregoing matters shall be
conclusive and binding on the Company and on all Optionees and their legal
representatives. To the extent permitted by the By-Laws of the Company, the
Board, by resolution, may delegate administration of the Plan to a committee
composed of not less than three (3) members of the Board. If administration is
delegated to a committee, the committee shall have the powers to administer the
Plan theretofore possessed by the Board. The committee's powers shall be
subject, however, to such resolutions as may from time to time be adopted by the
Board in exercise of the Board's final power to determine questions of policy
and expediency which arise in connection with the Plan. The Board at any time by
resolution may abolish the committee, revest the administration of the Plan in
the Board or grant options during the existence of the Committee.
SECTION 5. GRANT OF OPTION
Subject to the terms and provisions of this Plan, the terms and conditions
under which the Option may be granted to an Eligible Participant shall be set
forth in a written agreement (e.g., a Consulting Agreement, Services Agreement,
Fee Agreement, Employment Agreement, and the grant of an Option hereunder shall
be in the form attached hereto as Exhibit A and made a part hereof and
---------
containing such modifications thereto and such other provisions as the Board or
Committee, in its sole discretion, may determine. Notwithstanding the foregoing
provisions of this Section 5, each Grant of Option shall incorporate the
provisions of this Plan by reference.
SECTION 6. TOTAL NUMBER OF SHARES OF COMMON STOCK
The total number of shares of Common Stock reserved for issuance by the
Company either directly or underlying Options granted under this Plan from
inception to date is 8,000,000, as adjusted pursuant to Section 15 herein. The
total number of shares of Common Stock reserved for such issuance may be
increased only by a resolution adopted by the Board of Directors and approved by
stockholders of the Company within one year of the amendment of the Plan. Such
Common Stock shall consists of authorized and unissued or reacquired Common
Stock of the Company.
SECTION 7. PURCHASE OF SHARES OF COMMON STOCK
7.1 As soon as practicable after the determination by Board or Committee
of the Eligible Participants and the number of shares an Eligible Participant
may be issued directly or granted pursuant to an Option, the Committee shall
give notice in writing thereof to each Eligible Participant, which notice may be
accompanied by the Grant of Option or Stock Grant Agreement, if appropriate, to
be executed by such Eligible Participant. The terms shall be set forth or
referred to in the Board Resolution authorizing the share issuance or Grant of
Option. The terms and/or exercise price so set by the Board or Committee may
vary from one Participant to another. Upon vesting of option, an Eligible
Participant may exercise his right to an Option to purchase Common Stock by
providing written notice as specified in the Grant of Option.
7.2 The negotiated cost basis of stock issued directly or the exercise
price for each option to purchase shares of Common Stock pursuant to paragraph
7.1 shall be as determined by the Board or Committee, it being understood that
the price so determined by the Committee may vary from one Eligible Participant
to another. In computing the negotiated direct issue price or the Option
exercise price of a share of Common Stock, the Board or Committee shall take
into consideration, among other factors, the restrictions set forth in Section
11 hereof.
SECTION 8. DURATION OF OPTIONS AND EXERCISE OF OPTIONS
8.1 The term of Options granted under the Plan shall be as fixed by the
Board or Committee at the time of grant; provided, however, that the term of an
Option shall not exceed 10 years from the date of grant. No Option may be
exercised after expiration of such Option's term.
8.2 Exercise of Options.
--------------------
An Option granted under the Plan shall be exercisable at such time or
times, whether or not in installments, as the Board or Committee shall prescribe
at the time the Option is granted. An Option which has become exercisable may
be exercised in accordance with its terms as to any or all full shares
purchasable under the provisions of the Option. The purchase price of the
shares shall be paid in full, as provided in Section 3 hereof, upon the exercise
of the Option, and the Company shall not be required to deliver certificates for
such shares until such payment has been made. The Board or Committee shall
have complete discretion to determine the termination provisions of all Options
granted under the Plan. In the case of employees of the Company who are granted
Options under the Plan (including officers of the Company who are also
employees), unless the Board or Committee determines otherwise, all options
granted to employees who cease to serve as employees of the Company or an
Affiliated Corporation, for any reason whatsoever after the date of grant of the
Option, whether voluntary, involuntary or by contract, shall immediately
terminate with respect to all unvested options and with respect to any portion
of the Grant of Option(s) that has vested and not been exercised, such vested
and unexercised option(s) shall terminate no later than either: 1) thirty days
after the date of cessation or termination of employee status, as determined in
the sole discretion of the Company; or 2) such other date as set forth in a
written agreement between the Optionee and the Company, but in no event later
than the Expiration Date of the Option(s); and no rights hereunder may be
exercised after said date. In the event of a Participant's death, unless the
Board or Committee determines otherwise, a Participant's rights and interest in
Stock Option awards shall be transferable by testamentary will or the laws of
descent and distribution, and payment of any amounts due under the Plan shall be
made to, and exercise of any Stock Options may be made by, the Participant's
legal representatives, heirs or legatees up to the date of termination of the
Option as granted by the Board or Committee.
The foregoing paragraph shall not apply to any Grant of Option granted to a
non-employee of the Company. Unless otherwise set forth in an agreement
between the Optionee and the Company or in the resolutions of the Board or
Committee approving the grant of this Option contained herein, any Grant of
Option for services as a director, consultant or advisor to the Company, shall
terminate immediately with respect to all unvested options in the event such
person ceases to serve as a director, consultant or advisor to the Company and
with respect to any portion of this Grant of Option that has vested and not been
exercised, such vested and unexercised options shall continue in force and
effect until the expiration date.
SECTION 9. DELIVERY OF SHARES OF COMMON STOCK UPON EXERCISE
The Company shall deliver to or on behalf of each Participant such number
of shares of Common Stock as such Participant elects to purchase upon exercise
of the Option. Such shares, which shall be fully paid and nonassessable upon
the issuance thereof (unless a portion or all of the purchase price shall be
paid on a deferred basis) shall be represented by a certificate or certificates
registered in the name of the Participant and stamped with an appropriate legend
referring to the restrictions thereon, if any, as may be set forth in the Grant
of Option. Subject to the terms and provisions of the Nevada Business
Corporation Act and the Grant of Option to which he is a party, a Participant
shall have all the rights of a stockholder with respect to such shares,
including the right to vote the shares and to receive all dividends or other
distributions paid or made with respect thereto (except to the extent such
Participant defaults under the deferred purchase price for such shares),
provided that such shares shall be subject to the restrictions hereinafter set
forth.
SECTION 10. RIGHTS OF EMPLOYEES; PARTICIPANTS
10.1 Employment. Nothing contained in the Plan or in any Stock Option,
----------
Restricted Stock award or other Common Stock award granted under the Plan shall
confer upon any Participant any right with respect to the continuation of his or
her employment by the Company or any Affiliated Corporation, or interfere in any
way with the right of the Company or any Affiliated Corporation, subject to the
terms of any separate employment agreement to the contrary, at any time to
terminate such employment or to increase or decrease the compensation of the
Participant from the rate in existence at the time of the grant of a Stock
Option or other Common Stock award. Whether an authorized leave of absence, or
absence in military or government service, shall constitute termination of
employment shall be determined by the Committee at the time.
10.2 Non-transferability. No right or interest of any Participant in a
-------------------
Stock Option Grant shall be assignable or transferable during the lifetime of
the Participant, either voluntarily or involuntarily, or subjected to any lien,
directly or indirectly, by operation of law, or otherwise, including execution,
levy, garnishment, attachment, pledge or bankruptcy. Unless otherwise
determined by the Board or Committee, in the event of a Participant's death, a
Participant's
rights and interest in Stock Option awards shall be transferable by testamentary
will or the laws of descent and distribution, and delivery of any shares of
Common Stock under the Plan shall be made to, and exercise of any Stock Options
may be made by, the Participant's legal representatives, heirs or legatees. If
in the opinion of the Board or Committee a person entitled to exercise Options
with respect to the Plan is unable to care for his or her affairs because of
mental condition, physical condition, or age, payment due such person may be
made to, and such rights shall be exercised by, such person's guardian,
conservator or other legal personal representative upon furnishing the Committee
with evidence satisfactory to the Board or Committee of such status.
SECTION 11. GENERAL RESTRICTIONS
11.1 Restrictive Legend. All shares of Common Stock issued or issuable
------------------
under this plan, unless qualified as Registered Stock as defined in Section 2
hereinabove, shall be restricted, and certificates representing the shares shall
bear the following restrictive legend:
The shares represented by this certificate have not been registered under
the Securities Act of 1933. The shares have been acquired for investment
and may not be sold, transferred or pledged in the absence of an effective
registration statement for these shares under the Securities Act of 1933 or
an opinion of the Company's counsel that registration is not required under
said Act.
11.2 Investment Representations. The Company may require any person to
--------------------------
whom a Stock Option, Restricted Stock award, or other Common Stock award is
granted, as a condition of exercising such Stock Option, or receiving such
Restricted Stock award, or other Common Stock award, to give written assurances
in substance and form satisfactory to the Company and its counsel to the effect
that such person is acquiring the Common Stock subject to the Stock Option,
Restricted Stock award, or other Common Stock award for his or her own account
for investment and not with any present intention of selling or otherwise
distributing the same, and to such other effects as the Company deems necessary
or appropriate in order to comply with federal and applicable state securities
laws.
11.3 Compliance with Securities Laws. Each Stock Option shall be subject
-------------------------------
to the requirement that if at any time counsel to the Company shall determine
that the listing, registration or qualification of the shares subject to such
Stock Option upon any securities exchange or under any state or federal law, or
the consent or approval of any governmental or regulatory body, is necessary as
a condition of, or in connection with, the issuance or purchase of shares
thereunder, such Stock Option may not be accepted or exercised in whole or in
part unless such listing, registration, qualification, consent or approval shall
have been effected or obtained on conditions acceptable to the Committee.
Nothing herein shall be deemed to require the Company to apply for or to obtain
such listing, registration or qualification.
11.4 Changes in Accounting Rules. Notwithstanding any other provision of
---------------------------
the Plan to the contrary, if, during the term of the Plan, any changes in the
financial or tax accounting rules applicable to Stock Options, Restricted Stock
awards or other Common Stock awards shall occur that, in the sole judgment of
the Board or Committee, may have a material adverse effect on the reported
earnings, assets or liabilities of the Company, the Board or Committee shall
have the right and power to modify as necessary, or cancel, any then outstanding
and unexercised Stock Options, any then outstanding Restricted Stock awards as
to which the applicable employment restriction, if any, has not been satisfied
and any other Common Stock awards where the Common Stock has not been issued.
SECTION 12. WITHHOLDING REQUIREMENT
The Company's obligations to deliver shares of Common Stock upon the
exercise of any Stock Option granted under the Plan or pursuant to any other
Common Stock award, shall be subject to the Participant's satisfaction of all
applicable federal, state and local income and other tax withholding
requirements.
SECTION 13. PLAN BINDING UPON ASSIGNS OR TRANSFEREES
In the event that, at any time or from time to time, any Options to
purchase shares of Common Stock are assigned or transferred to any party (other
than the Company) pursuant to the provisions of Section 10.2 hereof, such party
shall take such Options pursuant to all provisions and conditions of this Plan,
and, as a condition precedent to the
transfer of such Options, such party shall agree (for and on behalf of himself
or itself, his or its legal representatives and his or its transferees and
assigns) in writing to be bound by all provisions of this Plan.
SECTION 14. COSTS AND EXPENSES
All costs and expenses with respect to the adoption, implementation,
interpretation and administration of the Plan shall be borne by the Company.
SECTION 15. CHANGES IN CAPITAL STRUCTURE OF THE COMPANY
The shares of Restricted Stock subject to the Plan and issuable upon
exercise of the Option which are held by a Participant shall be appropriately
adjusted by the Board of Directors, acting in good faith, for: (i) a stock
split, subdivision or combination of any of the shares of capital stock of the
Company; (ii) a dividend payable in shares of capital stock of the Company;
(iii) a reclassification of any shares of capital stock of the Company; or (iv)
any other recapitalization of the Company.
Subject to any required action by the stockholders, if the Company shall be
the surviving corporation in any merger or consolidation, any Option granted
hereunder shall be adjusted so as to pertain and apply to the securities to
which the holder of the number of shares of Common Stock of the Company subject
to the Option would have been entitled.
Upon the planned (i) dissolution or liquidation of the Company, (ii) merger
or consolidation of the Company with one or more corporations as a result of
which the Company is not the surviving corporation, or (iii) sale or other
disposition of all or substantially all of the assets of the Company, any Option
granted hereunder at the discretion of the Board of Directors by Resolution
shall terminate, but the Option holder shall have the right for a period of 30
days after receipt of written notice, prior to any such event, to exercise his
Option in whole or in part, but in no event after the day in which the Option
would otherwise terminate.
Adjustments under this Paragraph 15 shall be made by the Board, whose
determination as to what adjustment shall be made, and the extent thereof, shall
be final, binding and conclusive.
SECTION 16. PLAN AMENDMENT, MODIFICATION AND TERMINATION
Unless the Plan shall theretofore have been terminated as hereinafter
provided, it shall terminate on, and no Options shall be granted thereunder
after November 16, 2010 (i.e., 10 years from the adoption of this Plan). The
Plan may be terminated earlier by the stockholders of the Company or by the
Board. Modifications or other amendments to the Plan may be made by the
stockholders of the Company or the Board; provided, however, that no amendment
approved by the Board which shall constitute a Modification shall be effective
unless approved by the stockholders of the Company within 12 months after the
adoption of the Modification. No termination, Modification, or amendment of the
Plan, may, without the consent of the optionee to whom any Option shall
theretofore have been granted or the recipient of any outstanding Stock Award
who has not received the Common Stock Certificate(s), adversely affect the
rights of such security holder; nor shall any such Modification or amendment be
deemed to effect a Modification, extension or renewal of any such security
previously granted except pursuant to an express written agreement to such
effect, executed by the Company and the optionee.
Any Stock Option or other Common Stock award granted to a Participant prior
to the date the Plan is amended, modified or terminated will remain in effect
according to its terms unless otherwise agreed upon by the Participant;
provided, however, that this sentence shall not impair the right of the
Committee to take whatever action it deems appropriate under Section 11 or
Section 15. The termination or any modification or amendment of the Plan shall
not, without the consent of a Participant, affect his rights under a Stock
Option, Restricted Stock Award or other Common Stock award previously granted to
him. The Board or Committee may amend outstanding option agreements in a manner
not inconsistent with the Plan.
SECTION 17. EFFECTIVE DATE OF THE PLAN
17.1 Effective Date. The Plan as stated herein is effective as of
--------------
November 16, 2000.
17.2 Duration of the Plan. The Plan shall terminate at midnight on
--------------------
November 16, 2010 and may be terminated prior thereto by action of the Board of
Directors or stockholders; and no Stock Option, Restricted Stock Award or other
Common Stock award shall be granted after such termination. Stock Options,
Restricted Stock Awards and other Common Stock awards outstanding at the time of
the Plan termination may continue to be exercised, or become free of
restrictions, in accordance with their terms.
SECTION 18. BURDEN AND BENEFIT
The terms and provisions of this Plan shall be binding upon, and shall
inure to the benefit of, each Participant, his executives or administrators,
heirs, and personal and legal representatives.
SECTION 19. FORFEITURE
Unless otherwise determined by the Compensation Committee at the time of
grant, any award of stock options will be immediately forfeited if the
Compensation Committee finds (after full consideration of the facts presented on
behalf of both the Company and the Eligible Participant) that the Eligible
Participant breached his or her employment or service contract, if any, with the
Company or has been engaged in disloyalty to the Company or has disclosed trade
secrets or confidential information of the Company. In such event, the Eligible
Participant will also forfeit all shares of Common Stock for which the Company
has not yet delivered the share certificates (upon refund by the Company of the
option price in the case of stock options).
Executed as a sealed instrument as of the 16th day of November, 2000.
BBJ ENVIRONMENTAL TECHNOLOGIES, INC.
By:______________________________________
Robert G. Baker, Chairman
ATTEST:
Michael J. Gordon, Secretary
EXHIBIT A
FORM OF
GRANT OF OPTION PURSUANT TO THE
BBJ ENVIRONMENTAL TECHNOLOGIES, INC.
EMPLOYEE BENEFIT AND CONSULTING SERVICES COMPENSATION PLAN
BBJ Environmental Technologies, Inc., a Nevada corporation (the "Company"),
hereby grants to ________________________________ ("Optionee") an option to
purchase ____________ shares of common stock, $.001 par value (the "Shares") of
the Company at the purchase price of $______ per share (the "Purchase Price").
This Grant of Option is exercisable in whole or in part, and upon payment in
cash, check or money order, or other form of equivalent cash payment acceptable
to the Company, to the offices of the Company at 6802 Citicorp Blvd., Suite 500,
Tampa, Florida 33619.
Unless otherwise set forth in an agreement between the Optionee and the
Company or in the resolutions of the Board or Committee approving the grant of
this Option contained herein, in the event that Optionee's employee status with
the Company or an Affiliated Corporation as defined in the Plan, ceases or
terminates for any reason whatsoever, whether voluntary, involuntary or by
contract, this Grant of Option shall terminate immediately with respect to all
unvested options and with respect to any portion of this Grant of Option that
has vested and not been exercised, such vested and unexercised options shall
terminate no later than either: 1) thirty days after the date of cessation or
termination of employee status, as determined in the sole discretion of the
Company; or 2) such other date as set forth in a written agreement between the
Optionee and the Company, but in no event later than the Expiration Date of this
Option as defined herein; and no rights hereunder may be exercised after said
date.
The foregoing paragraph shall not apply to any Grant of Option granted to a
non-employee of the Company. Unless otherwise set forth in an agreement
between the Optionee and the Company or in the resolutions of the Board or
Committee approving the grant of this Option contained herein, any Grant of
Option for services as a director, consultant or advisor to the Company, shall
terminate immediately with respect to all unvested options in the event such
person ceases to serve as a director, consultant or advisor to the Company and
with respect to any portion of this Grant of Option that has vested and not been
exercised, such vested and unexercised options shall continue in force and
effect until the expiration date.
Subject to the preceding paragraph, this Grant of Option, or any portion
thereof, may be exercised only to the extent vested per the attached schedule,
and must be exercised by Optionee no later than ____________________________
(the "Expiration Date") by (i) notice in writing, sent by facsimile copy to the
Company at its address set forth above; and (ii) payment of the Purchase Price
pursuant to the terms of this Grant of Option and the Company's Employee Benefit
and Consulting Services Compensation Plan. The notice must refer to this Grant
of Option, and it must specify the number of shares being purchased, and recite
the consideration being paid therefor. Notice shall be deemed given on the date
on which the notice is delivered to the Company by facsimile transmission
bearing an authorized signature of Optionee.
This Grant of Option shall be considered validly exercised once payment
therefor has cleared the banking system and the Company has received written
notice of such exercise.
If Optionee fails to exercise this Grant of Option in accordance with this
Agreement, then this Agreement shall terminate and have no force and effect, in
which event Optionor and Optionee shall have no liability to each other with
respect to this Grant of Option.
This Grant of Option may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. Execution and delivery
of this Grant of Option by exchange of facsimile copies bearing the facsimile
signature of a party hereto shall constitute a valid and binding execution and
delivery of this Grant of Option by such party. Such facsimile copies shall
constitute enforceable original documents.
The validity, construction and enforceability of this Grant of Option shall
be construed under and governed by
the laws of the State of Florida, without regard to its rules concerning
conflicts of laws, and any action brought to enforce this Grant of Option or
resolve any controversy, breach or disagreement relative hereto shall be brought
only in a court of competent jurisdiction within the county of Hillsborough,
Florida.
The shares of Common Stock issued upon exercise of this Grant of Option
(the "Underlying Shares") are subject to adjustment due to any changes in the
capital structure of the Company as set forth in Section 15 of the Plan.
Further, the Underlying Shares may not be sold, exchanged, assigned, transferred
or permitted to be transferred, whether voluntarily, involuntarily or by
operation of law, delivered, encumbered, discounted, pledged, hypothecated or
otherwise disposed of until (i) the Underlying Shares have been registered with
the Securities and Exchange Commission pursuant to an effective registration
statement on Form S-8, or such other form as may be appropriate, in the
discretion of the Company; or (ii) an Opinion of Counsel, satisfactory to the
Company, has been received, which opinion sets forth the basis and availability
of any exemption for resale or transfer from federal or state securities
registration requirements.
This Grant of Option may not be assigned, transferred or hypothecated
(except under the laws of descent and distribution) and any purported
assignment, transfer or hypothecation shall be void ab initio and shall be of no
force or effect.
The Underlying Shares ___________________ [insert appropriate language:
"have" or "have not"] been registered with the Securities and Exchange
Commission pursuant to a registration statement on Form S-8. The grant of this
Option is subject to the conditions contained above and in the Company's 2000
Employee Benefit and Consulting Services Compensation Plan, a copy of which is
appended hereto. In the event of a conflict between this Option and the Plan,
the Plan shall control.
IN WITNESS WHEREOF, this Grant of Option has been executed effective as of
____________________, 200_.
BBJ ENVIRONMENTAL TECHNOLOGIES, INC.
BY THE BOARD OF DIRECTORS
OR A SPECIAL COMMITTEE THEREOF
NOT FOR EXECUTION
By:_____________________________
NOT FOR EXECUTION
By:_____________________________
NOT FOR EXECUTION
By:_____________________________
OPTIONEE:
NOT FOR EXECUTION
Grant of Option pursuant to the BBJ Environmental
Technologies, Inc. 2000 Employee Benefit and Consulting
Services Compensation Plan
Optionee: _____________________________
Options Granted: __________________________
Purchase Price: $_________________ per Share
Date of Grant: __________________________
Exercise Period: ____________ to __________
Expiration Date: ____________________________
Vesting Schedule: option on
# of shares date vested (assuming continued employee or
----------- ----------- consultant status, etc.)
___________ ________
___________ ________
___________ ________
___________ ________
___________ ________
Vested Options Exercised to Date: __________ (including this exercise)
Balance of Vested Options to be Exercised: __________
======================================================================
NOTICE OF EXERCISE
(TO BE SIGNED ONLY UPON EXERCISE OF THE OPTION)
TO: BBJ Environmental Technologies, Inc. ("Optionor")
The undersigned, the holder of the Grant of Option described above, hereby
irrevocably elects to exercise the purchase rights represented by such Grant of
Option for, and to purchase thereunder, _________ shares of the Common Stock of
BBJ Environmental Technologies, Inc., and herewith makes payment of
_______________________ therefor. Optionee requests that the certificates for
such shares be issued in the name of Optionee and be delivered to Optionee at
the address of
______________________________________________________________________, and if
such shares shall not be all of the shares purchasable hereunder, represents
that a new Subscription of like tenor for the appropriate balance of the shares,
or a portion thereof, purchasable under the Grant of Option pursuant to the BBJ
Environmental Technologies, Inc. Employee Benefit and Consulting Services
Compensation Plan, be delivered to Optionor when and as appropriate.
OPTIONEE:
Dated: _________________________ _____________________________