COLUMBIALUM, LTD.
310 EAST HARRISON
TAMPA, FLORIDA 33602
---------------
Information Statement pursuant to sections 14(C) and 14(F)
of the securities and exchange act of 1934
---------------
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
----------------
This Information Statement (the "Information Statement") is being
mailed on or about December 21, 2001 to the holders of record at the close of
business on December 10, 2001, (the "Record Date") of the common stock, $.001
par value per share (the "Common Stock") of Columbialum, Ltd. (the "Company"),
in connection with the Company's acquisition of Integra Staffing, Inc.
("Integra") and appointment of certain persons to the Board of Directors of the
Company other than at a meeting of the shareholders of the Company.
This Information Statement is also being mailed to the Company's
shareholders in connection with a proposed action by written consent to
authorize and approve:
o An amendment and restatement of the Company's Certificate of
Incorporation which (a) changes the name of the Company to
"Columbialum Staffing, Inc."; (b) increases the number of
shares of Common Stock the Company is authorized to issue from
20,000,000 to 50,000,000; (c) increases the number of shares
of Preferred Stock the Company is authorized to issue from
2,000,000 to 10,000,000; (d) change the par value of the
common stock from $.001 to $.0001; and (e) change the par
value of the preferred stock from $.001 to $.0001.
o The adoption of the Company's 2001 Equity Incentive Plan.
The sole member of the Board of Directors has beneficial ownership of
974,000 shares of Common Stock. These shareholdings represent approximately 97%
of the total outstanding votes of all issued and outstanding Common Stock of the
Company and was sufficient to take the proposed action on the Record Date.
Dissenting shareholders do not have any statutory appraisal rights as a result
of the action taken. The sole director has executed a written consent in favor
of the proposed action on behalf of the shares of the Company which he owns. The
sole director does not intend to solicit any proxies or consents from any other
shareholders in connection with this action.
Pursuant to the provisions of Nevada law and the Company's Certificate
of Incorporation, the amendments require the approval of a majority of such
shares. Accordingly, the vote of the sole director is sufficient to approve
these matters, which he believes is in the best interests of the Company and its
shareholders. The corporate action will be effective ten days after the mailing
of this Information Statement.
1
This Information Statement is being distributed pursuant to the
requirements of Sections 14(c) and 14(f) of the Securities Exchange Act of 1934.
The entire cost of furnishing this Information Statement will be borne
by the Company. The Company will request brokerage houses, nominees, custodians,
fiduciaries and other like parties to forward this Information Statement to the
beneficial owners of the Common Stock held of record by them and will reimburse
such persons for their reasonable charges and expenses in connection therewith.
INFORMATION RELATING TO THE COMPANY'S COMMON STOCK
The shares of Common Stock are the only class of voting securities of
the Company outstanding. Each share of Common Stock is entitled to one vote per
share on all matters submitted to a vote of the shareholders. As of the Record
Date, the Company had 1,000,000 shares of the Common Stock outstanding.
CHANGES OF CONTROL OF THE COMPANY
On September 27, 2001, Work Holdings, LLC ("Work Holdings") acquired
974,000 restricted shares of the Company's Common Stock in a private purchase
transaction. Work Holdings became the "control person" of the Company as that
term is defined in the Securities Act of 1933, as amended. Simultaneously with
this transaction, Mr. Richard Cutler nominated Rene Morissette to be director of
the Company (subject to compliance with Rule 14f-1 of the Securities Exchange
Act of 1934) and as President, Secretary and Treasurer. Mr. Cutler resigned.
Prior to the sale, the Company had 1,000,000 shares of Common Stock
outstanding.
A copy of the Stock Purchase Agreement reflecting the purchase of the
974,000 shares was filed with the U.S. Securities and Exchange Commission
("SEC") as an exhibit to the Company's Form 8-K Report dated October 1, 2001.
The foregoing description is qualified by such reference.
On November 23, 2001, the Company entered into a Securities Exchange
Agreement (the "Securities Exchange Agreement") to acquire (the "Acquisition")
100% of the issued and outstanding common stock of Integra for an aggregate of
1,500,000 shares of Common Stock of the Company. The Acquisition closed on
December 12, 2001. Pursuant to the Securities Exchange Agreement, the Company
issued 1,500,000 shares of common stock to the Integra shareholders.
Accordingly, after the closing with the shareholders of Integra, the new
combined entity has 2,500,000 shares of Common Stock issued and outstanding.
As of the closing of the Acquisition, Integra's shareholders own
approximately 60% of the outstanding Common Stock and will be able to elect new
directors and officers either at a meeting of shareholders or by written
consent.
A copy of the Securities Exchange Agreement will be filed with the SEC
as an exhibit to the Company's Form 8-K Report dated December 12, 2001.
2
BOARD OF DIRECTORS
General
Management of the Company, as of the date of this Information Statement
(collectively referred to as "Prior Management") is set forth below:
Name Position
---- --------
Rene Morissette President, Treasurer, Secretary and Sole Director
Prior Management will resign effective as of the tenth day following
the mailing of this Notice and the following individuals (collectively referred
to as "New Management") will be nominated to assume the positions set forth next
to their names:
Name Age Position
---- --- --------
Charles Lincoln 56 CEO, Chairman and Director
R. Gale Porter 67 President, COO and Director
Cristino L. Perez 57 CFO, Secretary, Treasurer, and Director
Charles Lincoln - CEO, Chairman and Director
Charles Lincoln will serve as Chief Executive Officer and Director of
Columbialum, Ltd. Mr. Lincoln has served as Chief Executive Officer and Director
of Integra since October 2001. Mr. Lincoln has also served since January 1992 as
President of Esprit Business Services, Inc., a company providing a broad array
of human resource staffing services. From 1982 to 1991, Mr. Lincoln served as
co-founder and vice-president of Today's Business Services, Inc., a Dallas Texas
based temporary help firm developed from one to 37 offices and $47 millions in
revenues.
R. Gale Porter - President, COO and a Director
R. Gale Porter will serve as President and Director of Columbialum, Ltd. Mr.
Porter has served as President and Director of Integra since October 2001. Prior
to his association with Integra, Mr. Porter served from March 1996 to September
2000 as President and Director of AllTrades Direct, Inc., and predecessors, a
company specializing in temporary employment services for the construction
industry. AllTrades Direct developed from one to 50 offices with revenues of $1
million per month prior to its sale in September 2000. Mr. Porter earned a BA
degree in Economics from Florida State University.
Cristino L. Perez - Chief Financial Officer, Secretary, Treasurer, and Director
Cristino L. Perez will serve as Chief Financial Officer, Secretary, Treasurer
and Director of Columbialum, Ltd. Mr. Perez served as Secretary, Treasurer and
Director of Integra since October 2001. Since October 1999, Mr. Perez has been
employed with Baumann, Raymondo & Company, P.A., Certified Public Accountants
with primary responsibilities for development of accounting and auditing
3
services to small publicly held enterprises. From 1993 to 1999, Mr. Perez
operated his own tax and accounting service, with concentration of services to
small publicly held companies. Mr. Perez earned a BA degree in Accounting from
the University of South Florida.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of the common stock of the Company as of the Record Date:
o each person or entity known to own beneficially more than 5%
of the common stock;
o each of the Company's directors;
o each of the Company's named executive officers; and
o all executive officers and directors of the Company as a
group.
Name and Address of Amount and Nature of Percent of
Title of Class Beneficial Owner (1) Beneficial Ownership Class (2)
- -------------- ---------------------- ---------------------- ---------
Common Stock Rene Morissette, GM 974,000 97%
Work Holdings, LLC
310 E. Harrison
Tampa, FL 33602
Common Stock All Officers and Directors
as a Group (1 person) 974,000 97%
- --------------
(1) Beneficial ownership has been determined in accordance with Rule 13d-3
under the Exchange Act and unless otherwise indicated, represents
securities for which the beneficial owner has sole voting and
investment power.
(2) Based upon 1,000,000 shares issued and outstanding.
EXECUTIVE COMPENSATION
Executive Officers and Directors
We currently do not pay any cash salaries to any officers or directors.
Summary Compensation Table
The Summary Compensation Table shows certain compensation information
for services rendered in all capacities for the fiscal years ended December 31,
1999 and 2000. Other than as set forth herein, no executive officer's salary and
bonus exceeded $100,000 in any of the applicable years. The following
information includes the dollar value of base salaries, bonus awards, the number
of stock options granted and certain other compensation, if any, whether paid or
deferred.
4
SUMMARY COMPENSATION TABLE
Annual Paid Compensation Long Term Compensation
-----------------------------------------------------------------------------------------
Awards Payouts
------------------------------------------------------
OTHER RESTRICTED SECURITIES ALL
NAME AND ANNUAL STOCK UNDERLYING LTIP OTHER
PRINCIPAL SALARY BONUS COMPENSATION AWARDS OPTIONS PAYOUTS COMPENSATION
POSITION YEAR ($) ($) ($) ($) SARS(#) ($) ($)
- ----------------------------------------------------------------------------------------------------------------------
Richard Cutler 2000 -0- -0- -0- -0- -0- -0- -0-
(President, (12/31)
Treasurer,
Secretary) 1999 -0- -0- -0- -0- -0- -0- -0-
(12/31)
OPTION/SAR GRANTS IN LAST FISCAL YEAR
(INDIVIDUAL GRANTS)
NUMBER OF SECURITIES PERCENT OF TOTAL
UNDERLYING OPTIONS/SAR'S GRANTED
OPTIONS/SAR'S TO EMPLOYEES IN FISCAL EXERCISE OF EXPIRATION
NAME GRANTED (#) YEAR BASE PRICE($/SH) DATE
- ---------------------------------------------------------------------------------------------------------------------------
Richard Cutler None N/A N/A N/A
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
Number of Unexercised Value of Unexercised In
Shares Acquired Securities Underlying The-Money Option/SARs
On Value Options/SARs At Fy-End (#) At FY-End($)
Name Exercise (#) Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable
- -----------------------------------------------------------------------------------------------------------------------------------
Richard Cutler N/A N/A None N/A
In addition to the foregoing, Mr. Morissette approved the Company's
2001 Equity Incentive Plan (the "Plan"). Additional information concerning the
Plan is set forth under the caption "Approval of the 2001 Equity Incentive
Plan," below.
APPROVAL OF AMENDMENTS TO THE COMPANY'S
CERTIFICATE OF INCORPORATION
The Company's sole director approved an amendment and restatement to
the Company's Certificate of Incorporation to (a) changes the name of the
Company to "COLUMBIALUM STAFFING, INC."; (b) increases the number of shares of
Common Stock the Company is authorized to issue from 20,000,000 to 50,000,000;
(c) increases the number of shares of Preferred Stock the Company is authorized
5
to issue from 2,000,000 to 10,000,000; (d) change the par value of the common
stock from $.001 to $.0001; and (e) change the par value of the preferred stock
from $.001 to $.0001.
The sole board member, who held approximately 97% of the Company's
Common Stock as of the Record Date has approved these actions and has consented
to the taking of these actions without a meeting. A copy of the restated and
amended Certificate of Incorporation substantially in the form it will be filed
with the Secretary of the State of Nevada is attached hereto as Appendix A.
Change of Corporate Name
The Company has entered into a Securities Exchange Agreement
("Securities Exchange Agreement") with shareholders owning 100% of Integra
Staffing, Inc., a Florida corporation ("Integra") regarding acquisition by the
Company of all of the issued and outstanding common stock of Integra. At present
it is anticipated that the closing will occur on or about December 10, 2001 and
the sole director believes it is prudent to take the necessary corporate actions
necessary to consummate the Acquisition. Information concerning the Acquisition
and Integra is set forth under the caption "The Integra Acquisition," below. In
the event the closing does not occur, the Company will maintain its present
name.
The change of corporate name will become effective upon the filing with
the Secretary of State of an amendment and restatement to the Company's
Certificate of Incorporation which states that, upon the filing of the
Certificate of Amendment the name of the Corporation will be "Columbialum
Staffing, Inc."
Change in Authorized Capital Stock
The sole director has approved an amendment to the Company's
Certificate of Incorporation which would change the number of authorized shares
of Common Stock, and the par value from $.001 to $.0001 per share. The number of
authorized common shares would be increased from 20,000,000 to 50,000,000
shares. In addition, the amendment will approve an increase in the number of
authorized shares of Preferred Stock from 2,000,000 to 10,000,000 shares and
change the par value from $.001 to $.0001. There are no shares of Preferred
Stock issued or outstanding.
Discussion of the Amendment
On the Record Date, there were 1,000,000 shares of Common Stock issued
and outstanding. Pursuant to the Securities Exchange Agreement, the Company
issued 1,500,000 shares of Common Stock to the Integra shareholders on December
12, 2001.
Under the Company's Certificate of Incorporation, the Board of
Directors of the Company has authority to issue authorized and unissued shares
of Common and Preferred Stock without obtaining approval from the holders of the
Common Stock. The holders of the Company's Common Stock and Preferred Stock do
not have preemptive rights. The Preferred Stock provisions give the Board of
Directors broad authority to issue shares of Preferred Stock in one or more
series and to determine such matters as the dividend rate and preference, voting
rights, conversion privileges, redemption provisions, liquidation preferences
6
and other rights of each series. Each share of Common Stock is entitled to one
vote. The holders of any series of preferred stock issued in the future will be
entitled to such voting rights as may be specified by the Board of Directors.
Because of the broad powers granted to the Board of Directors to issue
shares of Preferred Stock and determine the rights, preferences and privileges
of the holders of such series, the Board of Directors has the power to issue
shares of Preferred Stock in a manner which could be used as a defensive measure
against a hostile takeover or to keep the Board of Directors in power. However,
the Board of Directors has no present plans to issue shares for such purpose.
The Board of Directors of the Company believes it will benefit the
shareholders to have additional unreserved shares available for issuance in
order that adequate shares may be available for the possible issuance of Common
Stock, convertible Preferred Stock or convertible debt securities in connection
with a possible financing of the Company's business or an acquisition, although,
except for the Securities Exchange Agreement with Integra and as discussed
below, the Company has no plans, arrangements, understanding or commitments with
respect to the issuance of such shares. The Company has reserved 7,300,000
shares for issuance upon the conversion of a $7,300 principal amount of
convertible debentures due December 31, 2002, an additional 2,000,000 shares
which may be issued upon the conversion of up to $20,000 principal amount of
debentures due June 30, 2002 and 3,000,000 shares for issuance pursuant to the
Company's 2001 Equity Incentive Plan.
Approval Required
The approval of a majority of the outstanding stock entitled to vote
will be necessary to approve the proposed amendment. As discussed above, the
Company's sole director, who holds approximately 97% of the votes of the
Company's outstanding stock has consented to this amendment. He has executed a
written consent voting those shares in favor of the proposed amendment. The sole
director does not intend to solicit any proxies or consents from any other
shareholders in connection with this action.
APPROVAL OF THE COMPANY'S
2001 INCENTIVE STOCK OPTION PLAN
The Company's sole director adopted a 2001 Equity Incentive Plan (the
"Plan"). The Plan was approved by written consent. There are no awards
outstanding under the Plan. A complete copy of the Plan is attached hereto as
Appendix B.
Shareholders should note that certain disadvantages may result from the
adoption of the Plan, including a reduction in their interest of the Company
with respect to earnings per share, voting, liquidation value and book and
market value per share if options to acquire shares of Common Stock are granted
and subsequently exercised.
THE INTEGRA ACQUISITION
On December 12, 2001, the Company acquired Integra Staffing, Inc.,
("Integra") a Florida corporation organized on August 16, 1999 for the purpose
of establishing and operating temporary employment offices and to expand its
7
operations by establishing additional offices or by the acquisition of other
temporary employment firms. Currently, Integra presently operates one office in
Tampa, Florida. On November 23, 2001, the Company entered into a Securities
Exchange Agreement with shareholders owning 100% of Integra regarding
acquisition by the Company of all of the issued and outstanding common stock of
Integra. The effective date of the closing is December 12, 2001.
Integra is a full service temporary and permanent placement services
company with emphasis in the office administrative, skilled trades, and network
support marketplace. Integra's goal has been to become a nationally recognized
full service provider of staffing solutions to meet the staffing needs of its
clients, with strong presence in major metropolitan areas to achieve low cost,
efficient structures.
Integra's growth strategy has been to acquire other companies or
offices of major companies in the staffing industry that complement Integra's
business plan, in order to offer its clients a comprehensive range of staffing
solutions under a common brand name. The corporate management team of Integra
has extensive experience in identifying possible acquisition and integrating
acquisitions into one brand name. Integra's plans have been to centralize
management structure of the different entities in order to reduce overhead costs
and maximize efficiency.
8
FINANCIAL INFORMATION
The Financial Statements required by Item 304 of Regulation S-B are stated in
U.S. dollars and are prepared in accordance with U.S. Generally Accepted
Accounting Principles. The following financial statements pertaining to Integra
are part of this Information Statement.
PAGE
INDEPENDENT AUDITOR'S REPORT F-1
FINANCIAL STATEMENTS -
Balance sheets as of December 31, 2000 and 1999, and for the
nine months ended September 30, 2001 (unaudited) F-2
Statements of operations for the year ended December 31,
2000 and for the period from inception, August 16, 1999 to
December 31, 1999, and for the nine months ended September
30, 2001 (unaudited) F-3
Statements of cash flows for the year ended December 31,
2000 and for the period from inception, August 16, 1999 to
December 31, 1999, and for the nine months ended September
30, 2001 (unaudited) F-4
Statements of stockholders' equity for the period from
inception, August 16, 1999 through December 31, 2000, and
for the nine months ended September 30, 2001 (unaudited) F-5
NOTES TO FINANCIAL STATEMENTS F-6
- --------------------------------------------------------------------------------
9
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders
Integra Staffing, Inc.
Tampa, Florida
I have audited the accompanying balance sheets of Integra Staffing, Inc., as of
December 31, 2000 and 1999, and the related statements of operations, cash flows
and stockholders' equity for the year ended December 31, 2000, and period from
inception, August 16, 1999 to December 31, 1999. These financial statements are
the responsibility of the Company's management. My responsibility is to express
an opinion on these financial statements based on our audit.
I conducted the audits in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audits provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly in all
material respects, the financial position of Integra Staffing, Inc. at December
31, 2000 and 1999, and the result of its operations and its cash flows for the
year ended December 31, 2000 and for the period from inception, August 16, 1999
to December 31, 1999 in conformity with accounting principles generally accepted
in the United States of America.
/s/ TIMOTHY M. GRIFFITHS, C.P.A.
TIMOTHY M. GRIFFITHS, CPA
Tampa, Florida
October 18, 2001
F-1
INTEGRA STAFFING, INC.
BALANCE SHEETS
DECEMBER 31, 2000 AND 1999
ASSETS (Unaudited)
2000 1999 2001
----------------- ---------------- -----------------
CURRENT ASSETS
Cash $ 19,697 $ 197 $ 5,810
Accounts receivable 58,051 - 60,731
Prepaid and other assets 2,616 532 1,226
----------------- ---------------- -----------------
Total current assets 80,364 729 67,767
----------------- ---------------- -----------------
PROPERTY AND EQUIPMENT
Property and equipment 11,736 9,524 17,494
Less: Accumulated depreciation 3,729 625 5,985
----------------- ---------------- -----------------
Net property and equipment 8,007 8,899 11,509
----------------- ---------------- -----------------
TOTAL ASSETS $ 88,371 $ 9,628 $ 79,276
================= ================ =================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 6,530 $ - $ 15,366
Accrued payroll taxes 66,630 642 29,262
Accrued salaries 9,985 100 9,062
Related party loans - 19,321 99,300
Customer deposits 8,558 - 8,558
Other current liabilities 1,924 3206 800
----------------- -------------- ------------------
Total current liabilities 93,627 23,269 162,348
----------------- -------------- ------------------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $.01 par value, 1,000 shares authorized,
issued and outstanding: 2000 - 100 shares; 1999 - 750
shares; September 30, 2001 - 290 shares 1 8 9
Paid-in capital 107,499 - 209,933
Retained earnings (deficit) (112,756) (13,649) (293,014)
----------------- -------------- ------------------
Total stockholders' equity (deficit) (5,256) (13,641) (83,072)
----------------- -------------- ------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 88,371 $ 9,628 $ 79,276
================= ============== ==================
Read report of independent certified
public accountant. The accompanying notes are an
integral part of these financial statements.
F-2
INTEGRA STAFFING, INC.
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2000 AND
FOR THE PERIOD FROM AUGUST 16, 1999 (INCEPTION) TO DECEMBER 31, 1999
(Unaudited)
Nine Months
Ended
September 30,
2000 1999 2001
------------------- ----------------- ---------------------
REVENUES $ 556,267 $ - $ 420,961
------------------- ----------------- ---------------------
COST OF REVENUES
Temporary payroll 309,089 - 276,742
Payroll taxes 32,187 - 30,656
Workers compensation insurance 2,173 - 4,915
Other costs 234 - 1,339
------------------- ----------------- ---------------------
Total cost of revenues 343,683 - 313,652
------------------- ----------------- ---------------------
GROSS MARGIN 212,584 - 107,309
------------------- ----------------- ---------------------
OPERATING EXPENSES
Legal & professional fees 6,894 1,015 5,922
Advertising/Promotion 32,504 - 14,587
Salaries and benefits 187,715 5,200 142,568
Payroll taxes 16,015 - 13,282
Rent & leases 19,727 - 19,294
Administrative expenses 48,791 7,415 64,086
------------------- ----------------- ---------------------
Total operating expenses 311,646 13,630 259,739
------------------- ----------------- ---------------------
LOSS FROM OPERATIONS (99,062) (13,630) (152,430)
------------------- ----------------- ---------------------
OTHER INCOME (EXPENSES)
Interest and other income 181 34 58
Interest expense (226) (53) (27,886)
------------------- ----------------- ---------------------
Net other income (expenses) (45) (19) (27,828)
------------------- ----------------- ---------------------
NET INCOME (LOSS) $ (99,107) $ (13,649) $ (180,258)
=================== ================= =====================
Report of independent certified public
accountant. The accompanying notes are an integral
part of these financial statements.
F-3
INTEGRA STAFFING, INC.
STATEMENTS OF CASH FLOWS
FOR YEAR ENDED DECEMBER 31, 2000 AND
FOR THE PERIOD FROM AUGUST 16, 1999 (INCEPTION) TO DECEMBER 31, 1999
(Unaudited)
Nine Months
Ended
September 30,
2000 1999 2001
------------------- ---------------- ---------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (99,107) $ (13,649) $ (180,258)
Adjustments to reconcile net loss to cash used in
operating activities:
Depreciation 3,104 625 2,256
Allowance for bad debt 1,800 - -
Decrease (increase) in current assets:
Accounts receivable (59,851) - (2,680)
Prepaid and other assets (2,084) (532) 1,390
Increase (decrease) in current liabilities:
Accounts payable 6,530 642 8,836
Payroll tax accruals 65,988 100 (37,368)
Salary accrual 9885 - (923)
Customer deposits 8,558 - -
Other current liabilities (1,282) 3,206 (1,124)
------------------- ---------------- ---------------------
Total adjustments 32,648 4,043 (29,613)
------------------- ---------------- ---------------------
Net cash (used) by operating activities (66,459) (9,608) (209,871)
------------------- ---------------- ---------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment (2,212) (9,524) (5,758)
------------------- ---------------- ---------------------
Net cash (used) by investing activities (2,212) (9,524) (5,758)
------------------- ---------------- ---------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Sale of capital stock, net of redemption 74,992 8 99,950
Loan from stockholder, net (19,321) 19,321 99,300
Capital contribution 32,500 - 2,492
------------------- ---------------- ---------------------
Net cash provided by financing activities 88,171 19,329 201,742
------------------- ---------------- ---------------------
NET INCREASE (DECREASE) IN CASH 19,500 197 (13,887)
CASH, BEGINNING OF PERIOD 197 - 19,697
------------------- ---------------- ---------------------
CASH, END OF PERIOD $ 19,697 $ 197 $ 5,810
=================== ================ =====================
Read report of independent certified
public accountant. The accompanying notes are an
integral part of these financial statements.
F-4
INTEGRA STAFFING, INC.
STATEMENTS OF STCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
COMMON STOCK PAID-IN RETAINED
SHARES AMOUNT CAPITAL DEFICIT TOTAL
--------------- -------------- --------------- ----------------- ---------------
BALANCE, AUGUST 16, 1999 (INCEPTION) - $ - $ - $ - $ -
Sale of stock for cash 1,000 10 90 - 100
Redemption of stock (250) (2) (90) - (92)
Net loss during period - - - (13,649) (13,649)
--------------- -------------- --------------- ----------------- ---------------
BALANCE, 750 8 - (13,649) (13,641)
DECEMBER 31, 1999
Sale of stock for cash 250 2 24,998 - 25,000
Effect of 1 for 10 reverse
stock split (990) (10) 2 - (8)
Sale of stock for cash 90 1 49,999 - 50,000
Capital contributions - - 32,500 - 32,500
Net loss for the year - - - (99,107) (99,107)
--------------- -------------- --------------- ----------------- ---------------
BALANCE, 100 1 107,499 (112,756) (5,256)
DECEMBER 31, 2000
Capital contributions - - 2,492 - 2,492
Sale of stock for cash 900 9 21,341 - 21,350
Effect of 1 for 25 reverse
stock split (860) (9) 9 - -
--------------- -------------- --------------- ----------------- ---------------
40 1 131,332 (112,756) 18,586
Sale of stock for cash 250 2 78,598 - 78,600
Net loss during period - - - (180,258) (180,258)
--------------- -------------- --------------- ----------------- ---------------
BALANCE, SEPT. 30, 2001 (UNAUDITED) 290 $ 3 $ 209,939 $ (293,014) $ (83,072)
=============== ============== =============== ================= ===============
Read report of independent certified
public accountant. The accompanying notes are an
integral part of these financial statements.
F-5
INTEGRA STAFFING, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND 1999
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
Integra Staffing, Inc., a Florida corporation organized on August 16, 1999,
("Integra") for the purpose of establishing and operating a temporary employment
agency and to expand its operations by establishing additional offices or
acquisition of other temporary employment firms.
Integra's strategy has been to provide, efficient and affordable solutions to
the its customers' employment and labor force needs.
Cash and Cash Equivalents
For purposes of the statement of cash flows, Integra considers amounts held by
financial institutions and short-term investments with an original maturity of
90 days or less to be cash and cash equivalents.
Accounts Receivable
Integra extends credit to its customers in the normal course of business and
performs ongoing credit evaluations of its customers, maintaining allowances for
potential credit losses which, when realized, have been within management's
expectations. Integra's bad debt expense for the years ended December 31, 2000
and 1999 were $2,579 and $0 respectively.
Organization Costs
Organization costs, consisting of legal expenses relating the Integra's
organization were expensed as incurred.
Property and Equipment
Property and equipment are recorded at historical cost and include expenditures,
which substantially increase the useful lives of existing property, plant and
equipment. Maintenance and repairs are charged to operations when incurred.
Depreciation of property and equipment is computed primarily using the
straight-line method based on estimated useful lives (furniture and office
equipment, 5 to 10 years). Depreciation for income tax purposes is computed
principally using accelerated cost recovery methods and lives.
Advertising Costs
Advertising costs, except for costs associated with direct-response advertising,
are charged to operations when incurred. The costs of direct-response
advertising are capitalized and amortized over the period during which future
benefits are expected to be received.
Read report of independent certified public accountant.
F-6
INTEGRA STAFFING, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND 1999
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Income Taxes
Integra, with the consent of its shareholders, has elected under the Internal
Revenue Code to be an S corporation. In lieu of corporation income taxes, the
shareholders of an S corporation are taxed on their proportionate share of
Integra's taxable income or loss. Therefore, no provision or liability for
federal income taxes has been included in these financial statements.
Concentration of Credit Risk
Financial instruments, which potentially expose Integra to concentrations of
credit risk, as defined by FASB Statement No. 105, Disclosure of Information
about Financial Instruments with Off-Balance Sheet Risk and Financial
Instruments with Concentration of Credit Risk, consist principally of contract
receivable.
Integra is exposed to credit risk relating to the collection on its accounts
receivable. To minimize the risk of Integra performs credit evaluations on its
customers.
Financial Instruments
Integra estimates that the fair value of all financial instruments at December
31, 2000 and 1999 do not differ materially from the aggregate carrying values of
its financial instruments recorded in the accompanying balance sheet.
Comprehensive Income
Integra has adopted Statement of Financial Accounting Standards (SFAS) No. 130,
"Reporting Comprehensive Income", which established standards for reporting and
display of comprehensive income and its components in the financial statements.
Besides net income, SFAS No. 130 requires the reporting of other comprehensive
income, defined as revenues, expenses, gains and losses that under generally
accepted accounting principles are not included in net income. As at December
31, 2000, Integra had no items of other comprehensive income and as a result, no
additional disclosure is included in the financial statements
Accounting Method
Integra's financial statements are prepared using the accrual method of
accounting.
Read report of independent certified public accountant.
F-7
INTEGRA STAFFING, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND 1999
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Fiscal Year
Integra has elected December 31 as its fiscal year end.
NOTE B - LOAN FROM SHAREHOLDERS
For the year ended December 31, 1999, Integra received loans from officers and
stockholders evidenced by interest bearing master promissory notes totaling
$19,321, which remained outstanding at the end of the year.
During the year ended December 31, 2000, Integra received loans from officers
and stockholders amounting to $105,650. Of these loans, $32,500 were contributed
to Integra as paid in capital, and $75,000 of these loans were used to purchase
an additional 340 shares of the $0.01 par value common stock of Integra. .
NOTE C - STOCK ISSUANCES
On August 16, 1999, 1,000 shares of Integra's $0.01 par value common stock were
issued to Frank Hartman in exchange for $100 in cash. On November 1, 1999, Mr.
Hartman gifted 750 shares of his shares and the remaining 250 shares were
redeemed by Integra and cancelled.
On April 1, 2000, 250 shares of Integra's $0.01 par value common stock were
issued to the William A. Brown Family Trust in exchange for $25,000 in cash.
On April 15, 2000, Integra authorized a 1 to 100 reverse stock split of its
$0.01 par value common stock.
On April 15, 2000, an additional 90 shares of Integra's $0.01 par value common
stock was issued William A. Brown Family Trust in exchange for $50,000 in cash.
NOTE D - COMMITMENTS AND CONTINGENCIES
Integra currently leases office space on 3 year lease arrangement through
October 31, 2003, at the current rate of approximately $1,618 per month. The
lease includes an escalation clause and allocation of common maintenance costs.
In addition, Integra assumed a lease on office space on a 3-year lease through
August 31, 2003, at the current rate of $700 per month.
The future minimum lease payments due on these leases is as follows: 2001 -- $
29,826; 2002 -- $27,668 and; 2003 -- $ 5,944.
Read report of independent certified public accountant.
F-8
INTEGRA STAFFING, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND 1999
NOTE E - RELATED PARTY TRANSACTIONS
During the years ended December 31, 2000 and 1999, the officers and stockholders
made loans to Integra $67,500 and $19,321 respectfully. These loans were
evidenced by master promissory notes with interest at the rate of 8% per annum.
During the year ended December 31, 2000, the officers and stockholders converted
$50,000 of loans into additional shares of Integra's $0.01 par value common
stock and in connection thereto have waived accrued interest on these notes. At
December 31, 2000 and 1999 no liability exists to the officers and stockholders.
During the year ended December 31, 2000, the officers and stockholders
contributed $15,000 of their loans to Integra and recorded as additional paid-in
capital.
NOTE F - CASH FLOW SUPPLEMENTAL INFORMATION
Cash paid for interest during the years ended December 31, 2000 and 1999
amounted to $226 and $53 respectively.
NOTE G - SUBSEQUENT EVENTS (UNADITED)
Stock Issuances
On September 30, 2001, Integra issued Frank Hartman 900 (36 shares after the
reverse stock split) shares of Integra's $0.01 par value common stock in
exchange for $21,350 in cash and immediately thereafter authorized a 1 for 25
reverse stock split. Subsequent to the reverse stock split, Integra issued
William A. Brown Family Trust 250 shares of its $0.01 par value common stock in
exchange for $78,600 in cash.
On October 18, 2001, Integra issued R, Gale Porter 350 shares of Integra's $0.01
par value common stock in exchange for $28,000 in cash, and 50 shares of its
$0.01 par value common stock to Charles Lincoln in exchange for $5,000 in cash.
Loans from Shareholders:
During the nine months ended September 30, 2001, additional loans totaling
$99,950 were made to Integra, and at September 30, 2001 the full amount was used
to purchase an additional 750 shares of the $0.01 common stock of Integra.
Read report of independent certified public accountant.
F-9
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 and, in accordance therewith, files reports and
other information with the Commission. The Registration Statement and such
reports and other information may be inspected without charge at the Public
Reference Room maintained by the Commission at Room 1024, 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the Commission's Regional Office located at
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
material may be obtained from the Public Reference Room of the Commission at 450
Fifth Street, N.W., Washington D.C. 20549, at prescribed rates. Information on
the operation of the Public Reference Room is available by calling the
Commission at 1-800-SEC-0330. In addition, the Commission maintains an Internet
site where the Registration Statement and other information filed with the
Commission may be retrieved, and the address of such site is http://www.sec.gov.
Statements made in this Information Statement concerning the contents of any
document referred to herein are not necessarily complete.
INCORPORATION BY REFERENCE
The following documents filed with the Commission by the Company are
hereby incorporated by reference into this Information Statement:
1. Form 10-KSB report for the year ended December 31, 2000.
2. Form 8-K Current Report dated April 22, 2001.
3. Form 10-QSB report for the three months ended March 31, 2001.
4. Form 10-QSB report for the six months ended June 30, 2001.
5. Form 10-QSB report for the nine months ended September 30,
2001
5. Form 8-K Current Report dated October 1, 2001.
6. Statement re: change in Majority of Directors filed
October 1, 2001.
7. Form 8-K Current Report dated December 12, 2001 to be filed
December 21, 2001.
/S/ Rene Morissette
-------------------
Rene Morissette
Sole Director
December 22, 2001
10
APPENDIX A
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
COLUMBIALUM, LTD.
Columbialum, Ltd., a corporation organized and existing under the State
of Nevada, hereby certifies as follows:
1. The name of the corporation is Columbialum, Ltd. The date of filing
of its original Articles of Incorporation with the Secretary of State was April
9, 1998 and the name under which the corporation was originally incorporated is
Columbialum, Ltd.
2. This Amended and Restated Articles of Incorporation restates and
integrates and further amends the Articles of Incorporation of this corporation
by:
(a) changing the corporation's name to Columbialum Staffing,
Inc.
(b) changing the par value for the Company's common and
preferred shares from $.001 to $.0001.
(c) increasing the number of authorized shares of common
stock, $.0001 par value, from 20,000,000 to 50,000,000;
(d) increasing the number of authorized shares of preferred
stock, $.0001 par value, from 2,000,000 to 10,000,000; and
(e) setting forth certain matters relating to the designation
of the relative rights, powers and preferences of qualification, limitations and
restrictions of one or more series of preferred stock.
3. The text of the Articles of Incorporation as amended or supplemented
heretofore is further amended herby to read as herein set forth in full:
"ARTICLE 1
The name of this corporation is Columbialum Staffing, Inc.
ARTICLE 2
The address of its registered offices in the State of Nevada is 318
North Carson Street, Suite 214, Carson City, NV 89701. The name of its
registered agent at such address is State Agent and Transfer Syndicate, Inc.
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ARTICLE 3
The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Nevada.
ARTICLE 4
The total number of shares of stock of all classes which the
Corporation has authority to issue is 60,000,000 shares, of which 50,000,000
shares shall be common stock, with a par value of $.0001 per share ("Common
Stock"), and 10,000,000 shares shall be preferred stock, with a par value of
$.0001 per share ("Preferred Stock").
The designations and the powers, preferences and rights, and the
qualifications, limitations or restrictions of the shares of each class of stock
are as follows:
PREFERRED STOCK
Preferred Stock may be issued from time to time by the Board of
Directors as shares of one or more series. Subject to the provisions hereof and
the limitations prescribed by law, the Board of Directors is hereby vested with
the authority and is expressly authorized, prior to issuance, by adopting
resolutions providing for the issuance of, or providing for a change in the
number of, shares of any particular series and, if and to the extent from time
to time required by law, by filing a Articles pursuant to the General
Corporation Law of the State of Nevada (or other law hereafter in effect
relating to the same or substantially similar subject matter), to establish or
change the number of shares to be included in each such series and to fix the
designation and powers, preferences and rights and the qualifications and
limitations or restrictions thereof relating to the shares of each such series,
all to the maximum extent permitted by the General Corporation Law of the State
of Nevada as in effect on the date hereof or as hereafter amended. The vested
authority of the Board of Directors with respect to each series shall include,
but not be limited to, the determination of the following:
(a) the distinctive serial designation of such series
and the number of shares constituting such series (provided that the
aggregate number of shares constituting all series of Preferred Stock
shall not exceed 10,000,000);
(b) the annual dividend rate, if any, on shares of
such series and the preferences, if any, over any other series (or of
any other series over such series) with respect to dividends, and
whether dividends shall be cumulative and, if so, from which date or
dates;
(c) whether the shares of such series shall be
redeemable and, if so, the terms and conditions of such redemption,
including the date or dates upon and after which such shares shall be
redeemable, and the amount per share payable in case of redemption,
which amount may vary under different conditions and at different
redemption dates;
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(d) the obligation, if any, of the Corporation to
purchase or redeem shares of such series pursuant to a sinking fund or
purchase fund and, if so, the terms of such obligation;
(e) whether shares of such series shall be
convertible into, or exchangeable for, shares of stock of any other
class or classes, any stock of any series of the same class or any
other class or classes or any evidence of indebtedness and, if so, the
terms and conditions of such conversion or exchange, including the
price or prices or the rate or rates of conversion or exchange and the
terms of adjustment, if any;
(f) whether the shares of such series shall have
voting rights in addition to the voting rights provided by law, and, if
so, the terms of such voting rights, including, without limitation,
whether such shares shall have the right to vote with the Common Stock
on issues on an equal, greater or lesser basis;
(g) the rights of the shares of such series in the
event of a voluntary or involuntary liquidation, dissolution, winding
up or distribution of assets of the Corporation;
(h) whether the shares of such series shall be
entitled to the benefit of conditions and restrictions upon (i) the
creation of indebtedness of the Corporation or any subsidiary, (ii) the
issuance of any additional stock (including additional shares of such
series or of any other series) or (iii) the payment of dividends or the
making of other distributions on the purchase, redemption or other
acquisition by the Corporation or any subsidiary of any outstanding
stock of the Corporation; and
(i) any other relative rights, powers, preferences,
qualifications, limitations or restrictions thereof, including, but not
limited to, any that may be determined in connection with the adoption
of any stockholder rights plan after the date hereof, relating to any
such series.
Except where otherwise set forth in the resolution or resolutions
adopted by the Board of Directors providing for the issuance of any series of
Preferred Stock, the number of shares comprising such series may be increased or
decreased (but not below the number of shares then outstanding) from time to
time by like action of the Board of Directors.
Shares of any series of Preferred Stock that have been redeemed
(whether through the operation of a sinking fund or otherwise) or purchased by
the Corporation, or which, if convertible or exchangeable, have been converted
into, or exchanged for, shares of stock of any other class or classes or any
evidences of indebtedness shall have the status of authorized and unissued
shares of Preferred Stock and may be reissued as a part of the series of which
they were originally a part or may be reclassified and reissued as part of a new
series of Preferred Stock to be created by resolution or resolutions of the
Board of Directors or as part of any other series of Preferred Stock, all
subject to the conditions or restrictions on issuance set forth in the
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resolution or resolutions adopted by the Board of Directors providing for the
issuance of any series of Preferred Stock and to any filing required by law.
COMMON STOCK
Subject to all of the rights of the Preferred Stock, and except as may
be expressly provided with respect to the Preferred Stock herein, by law or by
the Board of Directors pursuant to this Article 4:
(a) dividends may be declared and paid or set apart
for payment upon Common Stock out of any assets or funds of the
Corporation legally available for the payment of dividends and may be
payable in cash, stock or otherwise;
(b) the holders of Common Stock shall have the
exclusive right to vote for the election of directors (other than in
the case of newly created directorships and vacancies, which shall be
filled solely by the remaining directors as set forth in Article 6
hereof) and on all other matters requiring stockholder action, each
share being entitled to one vote; and
(c) upon the voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, the net assets of the
Corporation shall be distributed pro rata to the holders of Common
Stock in accordance with their respective rights and interests.
DENIAL OF PREEMPTIVE RIGHTS AND CUMULATIVE VOTING
No holder of any stock of the Corporation shall be entitled as such, as
a matter of right, to subscribe for or purchase any part of any new or
additional issue of stock of any class whatsoever of the Corporation, or of
securities convertible into stock of any class whatsoever, whether now or
hereafter authorized, or whether issued for cash or other consideration or by
way of dividend.
No holder of any stock of the Corporation shall have the right of
cumulative voting at any election of directors or upon any other matter.
ARTICLE 5
The Corporation is to have perpetual existence.
ARTICLE 6
All power of the Corporation shall be vested in and exercised by or
under the direction of the Board of Directors except as otherwise provided
herein or required by law.
For the management of the business and for the conduct of the affairs
of the Corporation, and in further creation, definition, limitation and
regulation of the power of the Corporation and of its directors and
stockholders, it is further provided:
A-4
A. ELECTIONS OF DIRECTORS. Elections of Directors need not be by
written ballot unless the Bylaws of the Corporation shall so provide.
B. NUMBER, ELECTION AND TERMS OF DIRECTORS. Except as otherwise fixed
pursuant to the provisions of Article 4 hereof relating to the rights of the
holders of any class or series of stock having a preference over the Common
Stock as to dividends or upon liquidation to elect additional directors under
specified circumstances, the number of directors of the Corporation shall be
fixed from time to time pursuant to the Bylaws. The directors, other than those
who may be elected by the holders of any class or series of stock having
preference over the Common Stock as to dividends or upon liquidation, shall hold
office until the next annual meeting at which their successors are elected and
qualified or until their earlier resignation or removal.
C. REMOVAL OF DIRECTORS. Subject to the rights of any class or series
of stock having preference over Common Stock as to dividends or upon liquidation
to elect directors under specified circumstances, at any regular meeting or
special meeting called expressly for that purpose, any director or the entire
Board of Directors may be removed with or without cause and a successor or
successors appointed by vote of the holders of in excess of fifty percent (50%)
of the shares then issued and outstanding and entitled to vote at an election of
directors.
Except as may otherwise be provided by law, cause for removal shall be
construed to exist only if during a director's term as a director of the
Corporation: (a) the director whose removal is proposed has been convicted of a
felony by a court of competent jurisdiction and such conviction is no longer
subject to direct appeal; (b) such director has been adjudicated by a court of
competent jurisdiction to be liable for gross negligence, recklessness or
misconduct in the performance of his or her duty to the Corporation in a manner
of substantial importance to the Corporation and such adjudication is no longer
subject to direct appeal; or (c) such director has been adjudicated by a court
of competent jurisdiction to be mentally incompetent, which mental incompetence
directly affects his or her ability as a director of the Corporation, and such
adjudication is no longer subject to direct appeal.
D. STOCKHOLDER ACTION. Any action required or permitted to be taken by
the stockholders of the corporation must be effected at a duly called annual or
special meeting of such holders or by consent in writing of the holders required
to take such action. Except as otherwise required by law and subject to the
rights of holders of any class or series of stock having a preference over
Common Stock as to dividends or upon liquidation, special meetings of
stockholders of the Corporation may be called only by the Chairman of the Board,
the Chief Executive Officer or the Board of Directors pursuant to a resolution
approved by a majority of the entire Board of Directors.
E. BYLAW AMENDMENTS. The Board of Directors shall have the power to
make, alter, amend and repeal the Bylaws (except so far as the Bylaws adopted by
the stockholders shall otherwise provide). Any Bylaws made by the Board of
A-5
Directors under the powers conferred hereby may be altered, amended or repealed
by the directors or by the stockholders.
F. LIABILITY OF DIRECTORS.
1. No director of the Corporation shall be liable to the
Corporation or any of its stockholders for monetary damages for breach of
fiduciary duty as a director; provided that this Article 6 shall not eliminate
or limit the liability of a director of the Corporation: (i) for any breach of
the director's duty of loyalty to the Corporation or its stockholders, (ii) for
acts or omissions not in good faith or that involve intentional misconduct or a
knowing violation of law, (iii) under the General Corporation Law of the State
of Nevada, or (iv) for any transaction from which the director derived an
improper personal benefit.
2. If the General Corporation Law of the State of Nevada
hereafter is amended to authorize the further elimination or limitation of the
liability of directors of the Corporation, then the liability of a director of
the Corporation shall be limited to the fullest extent permitted by the General
Corporation Law of the State of Nevada, as so amended, and such limitation of
liability shall be in addition to, and not in lieu of, the limitation on the
liability of a director of the Corporation provided by the provisions of this
Section F of this Article 6.
3. Any amendment, repeal or modification of this Section F of
this Article 6 shall be prospective only and shall not adversely affect any
right or protection of a director of the Corporation existing at the time of
such amendment, repeal or modification.
4. The Corporation shall be obligated at all times to maintain
the effectiveness of Bylaw provisions providing for the mandatory
indemnification of the directors of the Corporation to the maximum extent
permitted by the General Corporation Law of the State of Nevada.
ARTICLE 7
The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Articles of Incorporation, in the manner now or
hereafter prescribed by statute and this Articles of Incorporation, and all
rights conferred upon stockholders herein are granted subject to this
reservation."
4. This Amended and Restated Articles of Incorporation was duly adopted
by written consent of the stockholders in accordance with the applicable
provisions of the General Corporation Law of the State of Nevada and written
notice of the adoption of this Amended and Restated Articles of Incorporation
has been given to every stockholder entitled to such notice.
5. As of the date of this Articles, there are outstanding 2,500,000
shares of common stock, $.001 par value and no shares of the Corporation's
preferred stock, $.001 par value. Upon filing of this Articles of Amendment each
share of common stock, $.001 par value, outstanding shall be converted into
2,500,000 shares of new common stock, $.0001 par value.
A-6
IN WITNESS WHEREOF, said Columbialum Staffing, Inc. has caused this
Articles to be signed by Rene Morissette, its President this _____ day of
January, 2002.
COLUMBIALUM STAFFING, INC.
By: ______________________________
Name: Rene Morissette
Title: President
A-7
Appendix B
COLUMBIALUM, LTD.
2001 EQUITY INCENTIVE PLAN
ARTICLE I - PLAN
1.1 PURPOSE. This Plan is a plan for key Employees (including officers
and employee directors) and Consultants of the Company and its Affiliates and is
intended to advance the best interests of the Company, its Affiliates, and its
stockholders by providing those persons who have substantial responsibility for
the management and growth of the Company and its Affiliates with additional
incentives and an opportunity to obtain or increase their proprietary interest
in the Company, thereby encouraging them to continue in the employ of the
Company or any of its Affiliates.
1.2 RULE 16B-3 PLAN. The Plan is intended to comply with all applicable
conditions of Rule 16b-3 (and all subsequent revisions thereof) promulgated
under the Securities Exchange Act of 1934, as amended (the "1934 Act"). To the
extent any provision of the Plan or action by the Board of Directors or
Committee fails to so comply, it shall be deemed null and void, to the extent
permitted by law and deemed advisable by the Committee. In addition, the Board
of Directors may amend the Plan from time to time as it deems necessary in order
to meet the requirements of any amendments to Rule 16b-3 without the consent of
the shareholders of the Company.
1.3 EFFECTIVE DATE OF PLAN. The Plan shall be effective November 1,
2001 (the "Effective Date"), provided that within one year of the Effective
Date, the Plan shall have been approved by at least a majority vote of
stockholders. No Incentive Option, Nonqualified Option, Stock Appreciation
Right, Restricted Stock Award or Performance Stock Award shall be granted
pursuant to the Plan ten years after the Effective Date.
ARTICLE II - DEFINITIONS
The words and phrases defined in this Article shall have the meaning
set out in these definitions throughout this Plan, unless the context in which
any such word or phrase appears reasonably requires a broader, narrower, or
different meaning.
2.1 "AFFILIATE" means any parent corporation and any subsidiary
corporation. The term "parent corporation" means any corporation (other than the
Company) in an unbroken chain of corporations ending with the Company if, at the
time of the action or transaction, each of the corporations other than the
Company owns stock possessing 50% or more of the total combined voting power of
all classes of stock in one of the other corporations in the chain. The term
"subsidiary corporation" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if, at the time of the
action or transaction, each of the corporations other than the last corporation
in the unbroken chain owns stock possessing 50% or more of the total combined
voting power of all classes of stock in one of the other corporations in the
chain.
B-1
2.2 "AWARD" means each of the following granted under this Plan:
Incentive Option, Nonqualified Option, Stock Appreciation Right, Restricted
Stock Award or Performance Stock Award.
2.3 "BOARD OF DIRECTORS" means the board of directors of the Company.
2.4 "CHANGE IN CONTROL" shall mean and include the following
transactions or situations:
(a) A sale, transfer, or other disposition by the Company through a
single transaction or a series of transactions of securities of the Company
representing thirty (30%) percent or more of the combined voting power of the
Company's then outstanding securities to any "Unrelated Person" or "Unrelated
Persons" acting in concert with one another. For purposes of this definition,
the term "Person" shall mean and include any individual, partnership, joint
venture, association, trust corporation, or other entity (including a "group" as
referred to in Section 13(d)(3) of the 1934 Act). For purposes of this
definition, the term "Unrelated Person" shall mean and include any Person other
than the Company, a wholly-owned subsidiary of the Company, or an employee
benefit plan of the Company; provided however, a sale to underwriters in
connection with a public offering of the Company's securities pursuant to a firm
commitment shall not be a Change of Control.
(b) A sale, transfer, or other disposition through a single transaction
or a series of transactions of all or substantially all of the assets of the
Company to an Unrelated Person or Unrelated Persons acting in concert with one
another.
(c) A change in the ownership of the Company through a single
transaction or a series of transactions such that any Unrelated Person or
Unrelated Persons acting in concert with one another become the "Beneficial
Owner," directly or indirectly, of securities of the Company representing at
least thirty (30%) percent of the combined voting power of the Company's then
outstanding securities. For purposes of this definition, the term "Beneficial
Owner" shall have the same meaning as given to that term in Rule 13d-3
promulgated under the 1934 Act, provided that any pledgee of voting securities
is not deemed to be the Beneficial Owner thereof prior to its acquisition of
voting rights with respect to such securities.
(d) Any consolidation or merger of the Company with or into an
Unrelated Person, unless immediately after the consolidation or merger the
holders of the common stock of the Company immediately prior to the
consolidation or merger are the beneficial owners of securities of the surviving
corporation representing at least fifty (50%) percent of the combined voting
power of the surviving corporation's then outstanding securities.
(e) During any period of two years, individuals who, at the beginning
of such period, constituted the Board of Directors of the Company cease, for any
reason, to constitute at least a majority thereof, unless the election or
nomination for election of each new director was approved by the vote of at
least two-thirds of the directors then still in office who were directors at the
beginning of such period.
B-2
(f) A change in control of the Company of a nature that would be
required to be reported in response to Item 6(e) of Schedule 14A of Regulation
14A promulgated under the 1934 Act, or any successor regulation of similar
importance, regardless of whether the Company is subject to such reporting
requirement.
2.5 "CODE" means the Internal Revenue Code of 1986, as amended.
2.6 "COMMITTEE" means the Compensation Committee of the Board of
Directors or such other committee designated by the Board of Directors. The
Committee shall be comprised solely of at least two members who are both
Disinterested Persons and Outside Directors or by the Board of Directors in its
entirety.
2.7 "COMPANY" means Columbialum, Ltd.
2.8 "CONSULTANT" means any person, including an advisor, engaged by the
Company or Affiliate to render services and who is compensated for such
services.
2.9 "DISINTERESTED PERSON" means a "disinterested person" as that term
is defined in Rule 16b-3 under the 1934 Act.
2.10 "ELIGIBLE PERSONS" shall mean, with respect to the Plan, those
persons who, at the time that an Award is granted, are (i) key personnel
(including officers and directors) of the Company or Affiliate, or (ii)
Consultants or independent contractors who provide valuable services to the
Company or Affiliate as determined by the Committee.
2.11 "EMPLOYEE" means a person employed by the Company or any Affiliate
to whom an Award is granted.
2.12 "FAIR MARKET VALUE" of the Stock as of any date means (a) the
average of the high and low sale prices of the Stock on that date on the
principal securities exchange on which the Stock is listed; or (b) if the Stock
is not listed on a securities exchange, the average of the high and low sale
prices of the Stock on that date as reported on the Nasdaq National Market
System; or (c) if the Stock is not listed on the Nasdaq National Market System,
the average of the high and low bid quotations for the Stock on that date as
reported by the National Quotation Bureau Incorporated; or (d) if none of the
foregoing is applicable, an amount at the election of the Committee equal to
(x), the average between the closing bid and ask prices per share of Stock on
the last preceding date on which those prices were reported or (y) that amount
as determined by the Committee in good faith.
2.13 "INCENTIVE OPTION" means an option to purchase Stock granted under
this Plan which is designated as an "Incentive Option" and satisfies the
requirements of Section 422 of the Code.
2.14 "NONQUALIFIED OPTION" means an option to purchase Stock granted
under this Plan other than an Incentive Option.
B-3
2.15 "OPTION" means both an Incentive Option and a Nonqualified Option
granted under this Plan to purchase shares of Stock.
2.16 "OPTION AGREEMENT" means the written agreement by and between the
Company and an Eligible Person which sets out the terms of an Option.
2.17 "OUTSIDE DIRECTOR" means a member of the Board of Directors
serving on the Committee who satisfies Section 162(m) of the Code.
2.18 "PLAN" means the Columbialum, Ltd. 2001 Equity Incentive Plan, as
set out in this document and as it may be amended from time to time.
2.19 "PLAN YEAR" means the Company's fiscal year.
2.20 "PERFORMANCE STOCK AWARD" means an award of shares of Stock to be
issued to an Eligible Person if specified predetermined performance goals are
satisfied as described in Article VI.
2.21 "RESTRICTED STOCK" means Stock awarded or purchased under a
Restricted Stock Agreement entered into pursuant to this Plan, together with (i)
all rights, warranties or similar items attached or accruing thereto or
represented by the certificate representing the stock and (ii) any stock or
securities into which or for which the stock is thereafter converted or
exchanged. The terms and conditions of the Restricted Stock Agreement shall be
determined by the Committee consistent with the terms of the Plan.
2.22 "RESTRICTED STOCK AGREEMENT" means an agreement between the
Company or any Affiliate and the Eligible Person pursuant to which the Eligible
Person receives a Restricted Stock Award subject to Article VI.
2.23 "RESTRICTED STOCK AWARD" means an Award of Restricted Stock.
2.24 "RESTRICTED STOCK PURCHASE PRICE" means the purchase price, if
any, per share of Restricted Stock subject to an Award. The Restricted Stock
Purchase Price shall be determined by the Committee. It may be greater than or
less than the Fair Market Value of the Stock on the date of the Stock Award.
2.25 "STOCK" means the common stock of the Company, $.001 par value or,
in the event that the outstanding shares of common stock are later changed into
or exchanged for a different class of stock or securities of the Company or
another corporation, that other stock or security.
2.26 "STOCK APPRECIATION RIGHT" and "SAR" means the right to receive
the difference between the Fair Market Value of a share of Stock on the grant
date and the Fair Market Value of the share of Stock on the exercise date.
2.27 "10% STOCKHOLDER" means an individual who, at the time the Option
is granted, owns Stock possessing more than 10% of the total combined voting
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power of all classes of stock of the Company or of any Affiliate. An individual
shall be considered as owning the Stock owned, directly or indirectly, by or for
his brothers and sisters (whether by the whole or half blood), spouse,
ancestors, and lineal descendants; and Stock owned, directly or indirectly, by
or for a corporation, partnership, estate, or trust, shall be considered as
being owned proportionately by or for its stockholders, partners, or
beneficiaries.
ARTICLE III - ELIGIBILITY
The individuals who shall be eligible to receive Awards shall be those
Eligible Persons of the Company or any of its Affiliates as the Committee shall
determine from time to time. However, no member of the Committee shall be
eligible to receive any Award or to receive Stock, Options, Stock Appreciation
Rights or any Performance Stock Award under any other plan of the Company or any
of its Affiliates, if to do so would cause the individual not to be a
Disinterested Person or Outside Director. The Board of Directors may designate
one or more individuals who shall not be eligible to receive any Award under
this Plan or under other similar plans of the Company.
ARTICLE IV - GENERAL PROVISIONS RELATING TO AWARDS
4.1 AUTHORITY TO GRANT AWARDS. The Committee may grant to those
Eligible Persons of the Company or any of its Affiliates as it shall from time
to time determine, Awards under the terms and conditions of this Plan. Subject
only to any applicable limitations set out in this Plan, the number of shares of
Stock to be covered by any Award to be granted to an Eligible Person shall be
determined by the Committee.
4.2 SHARES SUBJECT TO PLAN. The total number of shares of Stock set
aside for Awards may be granted under the Plan shall be 3,000,000 shares. The
shares may be treasury shares or authorized but unissued shares. The maximum
number of shares subject to options or stock appreciation rights which may be
issued to any eligible person under the plan during each plan year shall be
determined by the Committee. The maximum number of shares subject to restricted
stock awards which may be granted to any eligible person under the plan during
each plan year shall be determined by the Committee. The maximum number of
shares subject to performance stock awards which may be granted to any eligible
person during each plan year shall be determined by the Committee. The number of
shares stated in this Section 4.2 shall be subject to adjustment in accordance
with the provisions of Section 4.5. In the event that any outstanding Award
shall expire or terminate for any reason or any Award is surrendered, the shares
of Stock allocable to the unexercised portion of that Award may again be subject
to an Award under the Plan.
4.3 NON-TRANSFERABILITY. Awards shall not be transferable by the
Eligible Person otherwise than by will or under the laws of descent and
distribution, and shall be exercisable, during the Eligible Person's lifetime,
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only by him. Restricted Stock shall be purchased by and/or become vested under a
Restricted Stock Agreement during the Eligible Person's lifetime, only by him.
Any attempt to transfer an Award other than under the terms of the Plan and the
Agreement shall terminate the Award and all rights of the Eligible Person to
that Award.
4.4 REQUIREMENTS OF LAW. The Company shall not be required to sell or
issue any Stock under any Award if issuing that Stock would constitute or result
in a violation by the Eligible Person or the Company of any provision of any
law, statute, or regulation of any governmental authority. Specifically, in
connection with any applicable statute or regulation relating to the
registration of securities, upon exercise of any Option or pursuant to any
Award, the Company shall not be required to issue any Stock unless the Committee
has received evidence satisfactory to it to the effect that the holder of that
Option or Award will not transfer the Stock except in accordance with applicable
law, including receipt of an opinion of counsel satisfactory to the Company to
the effect that any proposed transfer complies with applicable law. The
determination by the Committee on this matter shall be final, binding and
conclusive. The Company may, but shall in no event be obligated to, register any
Stock covered by this Plan pursuant to applicable securities laws of any country
or any political subdivision. In the event the Stock issuable on exercise of an
Option or pursuant to an Award is not registered, the Company may imprint on the
certificate evidencing the Stock any legend that counsel for the Company
considers necessary or advisable to comply with applicable law. The Company
shall not be obligated to take any other affirmative action in order to cause
the exercise of an Option or vesting under an Award, or the issuance of shares
pursuant thereto, to comply with any law or regulation of any governmental
authority.
4.5 CHANGES IN THE COMPANY'S CAPITAL STRUCTURE.
(a) The existence of outstanding Options or Awards shall not affect in
any way the right or power of the Company or its stockholders to make or
authorize any or all adjustments, recapitalizations, reorganizations or other
changes in the Company's capital structure or its business, or any merger or
consolidation of the Company, or any issue of bonds, debentures, preferred or
prior preference stock ahead of or affecting the Stock or its rights, or the
dissolution or liquidation of the Company, or any sale or transfer of all or any
part of its assets or business, or any other corporate act or proceeding,
whether of a similar character or otherwise. If the Company shall effect a
subdivision or consolidation of shares or other capital readjustment, the
payment of a Stock dividend, or other increase or reduction of the number of
shares of the Stock outstanding, without receiving compensation for it in money,
services or property, then (a) the number, class, and per share price of shares
of Stock subject to outstanding Options under this Plan shall be appropriately
adjusted in such a manner as to entitle an Eligible Person to receive upon
exercise of an Option, for the same aggregate cash consideration, the equivalent
total number and class of shares he would have received had he exercised his
Option in full immediately prior to the event requiring the adjustment; and (b)
the number and class of shares of Stock then reserved to be issued under the
Plan shall be adjusted by substituting for the total number and class of shares
of Stock then reserved, that number and class of shares of Stock that would have
been received by the owner of an equal number of outstanding shares of each
class of Stock as the result of the event requiring the adjustment.
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(b) If the Company is merged or consolidated with another corporation
and the Company is not the surviving corporation, or if the Company is
liquidated or sells or otherwise disposes of substantially all its assets while
unexercised Options remain outstanding under this Plan:
(i) subject to the provisions of clause (c) below, after the
effective date of the merger, consolidation, liquidation, sale or other
disposition, as the case may be, each holder of an outstanding Option shall be
entitled, upon exercise of the Option, to receive, in lieu of shares of Stock,
the number and class or classes of shares of stock or other securities or
property to which the holder would have been entitled if, immediately prior to
the merger, consolidation, liquidation, sale or other disposition, the holder
had been the holder of record of a number of shares of Stock equal to the number
of shares as to which the Option shall be so exercised;
(ii) the Board of Directors may waive any limitations set out
in or imposed under this Plan so that all Options, from and after a date prior
to the effective date of the merger, consolidation, liquidation, sale or other
disposition, as the case may be, specified by the Board of Directors, shall be
exercisable in full; and
(iii) all outstanding Options may be canceled by the Board of
Directors as of the effective date of any merger, consolidation, liquidation,
sale or other disposition, if (i) notice of cancellation shall be given to each
holder of an Option and (ii) each holder of an Option shall have the right to
exercise that Option in full (without regard to any limitations set out in or
imposed under this Plan or the Option Agreement granting that Option) during a
period set by the Board of Directors preceding the effective date of the merger,
consolidation, liquidation, sale or other disposition and, if in the event all
outstanding Options may not be exercised in full under applicable securities
laws without registration of the shares of Stock issuable on exercise of the
Options, the Board of Directors may limit the exercise of the Options to the
number of shares of Stock, if any, as may be issued without registration. The
method of choosing which Options may be exercised, and the number of shares of
Stock for which Options may be exercised, shall be solely within the discretion
of the Board of Directors.
(c) After a merger of one or more corporations into the Company or
after a consolidation of the Company and one or more corporations in which the
Company shall be the surviving corporation, each Eligible Person shall be
entitled to have his Restricted Stock and shares earned under a Performance
Stock Award appropriately adjusted based on the manner the Stock was adjusted
under the terms of the agreement of merger or consolidation.
(d) In each situation described in this Section 4.5, the Committee will
make similar adjustments, as appropriate, in outstanding Stock Appreciation
Rights.
(e) The issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, for cash or property,
or for labor or services either upon direct sale or upon the exercise of rights
or warrants to subscribe for them, or upon conversion of shares or obligations
of the Company convertible into shares or other securities, shall not affect,
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and no adjustment by reason of such issuance shall be made with respect to, the
number, class, or price of shares of Stock then subject to outstanding Awards.
4.6 ELECTION UNDER SECTION 83(B) OF THE CODE. No Employee shall
exercise the election permitted under Section 83(b) of the Code without written
approval of the Committee. Any Employee doing so shall forfeit all Awards issued
to him under this Plan.
ARTICLE V - OPTIONS AND STOCK APPRECIATION RIGHTS
5.1 TYPE OF OPTION. The Committee shall specify at the time of grant
whether a given Option shall constitute an Incentive Option or a Nonqualified
Option. Incentive Stock Options may only be granted to Employees.
5.2 OPTION PRICE. The price at which Stock may be purchased under an
Incentive Option shall not be less than the greater of: (a) 100% of the Fair
Market Value of the shares of Stock on the date the Option is granted or (b) the
aggregate par value of the shares of Stock on the date the Option is granted.
The Committee in its discretion may provide that the price at which shares of
Stock may be purchased under an Incentive Option shall be more than 100% of Fair
Market Value. In the case of any 10% Stockholder, the price at which shares of
Stock may be purchased under an Incentive Option shall not be less than 110% of
the Fair Market Value of the Stock on the date the Incentive Option is granted.
The price at which shares of Stock may be purchased under a Nonqualified Option
shall be such price as shall be determined by the Committee in its sole
discretion but in no event lower than the par value of the shares of Stock on
the date the Option is granted.
5.3 DURATION OF OPTIONS AND SARS. No Option or SAR shall be exercisable
after the expiration of ten (10) years from the date the Option or SAR is
granted. In the case of a 10% Stockholder, no Incentive Option shall be
exercisable after the expiration of five years from the date the Incentive
Option is granted.
5.4 AMOUNT EXERCISABLE -- INCENTIVE OPTIONS. Each Option may be
exercised from time to time, in whole or in part, in the manner and subject to
the conditions the Committee, in its sole discretion, may provide in the Option
Agreement, as long as the Option is valid and outstanding, and further provided
that no Option may be exercisable within six (6) months of the date of grant,
unless otherwise stated in the Option Agreement. To the extent that the
aggregate Fair Market Value (determined as of the time an Incentive Option is
granted) of the Stock with respect to which Incentive Options first become
exercisable by the optionee during any calendar year (under this Plan and any
other incentive stock option plan(s) of the Company or any Affiliate) exceeds
$100,000, the portion in excess of $100,000 of the Incentive Option shall be
treated as a Nonqualified Option. In making this determination, Incentive
Options shall be taken into account in the order in which they were granted.
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5.5 EXERCISE OF OPTIONS. Each Option shall be exercised by the delivery
of written notice to the Committee setting forth the number of shares of Stock
with respect to which the Option is to be exercised, together with:
(a) cash, certified check, bank draft, or postal or express money order
payable to the order of the Company for an amount equal to the option price of
the shares,
(b) Stock at its Fair Market Value on the date of exercise, (if
approved in advance by the Committee),
(c) an election to make a cashless exercise through a registered
broker-dealer (if approved in advance by the Committee),
(d) an election to have shares of Stock, which otherwise would be
issued on exercise, withheld in payment of the exercise price (if approved in
advance by the Committee), and/or
(e) any other form of payment which is acceptable to the Committee,
including without limitation, payment in the form of a promissory note, and
specifying the address to which the certificates for the shares are to be
mailed.
As promptly as practicable after receipt of written notification and
payment, the Company shall deliver to the Eligible Person certificates for the
number of shares with respect to which the Option has been exercised, issued in
the Eligible Person's name. If shares of Stock are used in payment, the
aggregate Fair Market Value of the shares of Stock tendered must be equal to or
less than the aggregate exercise price of the shares being purchased upon
exercise of the Option, and any difference must be paid by cash, certified
check, bank draft, or postal or express money order payable to the order of the
Company. Delivery of the shares shall be deemed effected for all purposes when a
stock transfer agent of the Company shall have deposited the certificates in the
United States mail, addressed to the Eligible Person, at the address specified
by the Eligible Person.
Whenever an Option is exercised by exchanging shares of Stock owned by
the Eligible Person, the Eligible Person shall deliver to the Company
certificates registered in the name of the Eligible Person representing a number
of shares of Stock legally and beneficially owned by the Eligible Person, free
of all liens, claims, and encumbrances of every kind, accompanied by stock
powers duly endorsed in blank by the record holder of the shares represented by
the certificates (with signature guaranteed by a commercial bank or trust
company or by a brokerage firm having a membership on a registered national
stock exchange). The delivery of certificates upon the exercise of Options is
subject to the condition that the person exercising the Option provide the
Company with the information the Company might reasonably request pertaining to
exercise, sale or other disposition.
5.6 STOCK APPRECIATION RIGHTS. All Eligible Persons shall be eligible
to receive Stock Appreciation Rights. The Committee shall determine the SAR to
be awarded from time to time to any Eligible Person. The grant of an SAR to be
awarded from time to time shall neither entitle such person to, nor disqualify
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such person, from participation in any other grant of awards by the Company,
whether under this Plan or any other plan of the Company. If granted as a
stand-alone SAR Award, the terms of the Award shall be provided in a Stock
Appreciation Rights Agreement.
5.7 STOCK APPRECIATION RIGHTS IN TANDEM WITH OPTIONS. Stock
Appreciation Rights may, at the discretion of the Committee, be included in each
Option granted under the Plan to permit the holder of an Option to surrender
that Option, or a portion of the part which is then exercisable, and receive in
exchange, upon the conditions and limitations set by the Committee, an amount
equal to the excess of the Fair Market Value of the Stock covered by the Option,
or the portion of it that was surrendered, determined as of the date of
surrender, over the aggregate exercise price of the Stock. The payment may be
made in shares of Stock valued at Fair Market Value, in cash, or partly in cash
and partly in shares of Stock, as the Committee shall decide in its sole
discretion. Stock Appreciation Rights may be exercised only when the Fair Market
Value of the Stock covered by the Option surrendered exceeds the exercise price
of the Stock. In the event of the surrender of an Option, or a portion of it, to
exercise the Stock Appreciation Rights, the shares represented by the Option or
that part of it which is surrendered, shall not be available for reissuance
under the Plan. Each Stock Appreciation Right issued in tandem with an Option
(a) will expire not later than the expiration of the underlying Option, (b) may
be for no more than 100% of the difference between the exercise price of the
underlying Option and the Fair Market Value of a share of Stock at the time the
Stock Appreciation Right is exercised, (c) is transferable only when the
underlying Option is transferable, and under the same conditions, and (d) may be
exercised only when the underlying Option is eligible to be exercised.
5.8 CONDITIONS OF STOCK APPRECIATION RIGHTS. All Stock Appreciation
Rights shall be subject to such terms, conditions, restrictions or limitations
as the Committee deems appropriate, including by way of illustration but not by
way of limitation, restrictions on transferability, requirement of continued
employment, individual performance, financial performance of the Company or
payment of any applicable employment or withholding taxes.
5.9 PAYMENT OF STOCK APPRECIATION RIGHTS. The amount of payment to
which the Eligible Person who reserves an SAR shall be entitled upon the
exercise of each SAR shall be equal to the amount, if any by which the Fair
Market Value of the specified shares of Stock on the exercise date exceeds the
Fair Market Value of the specified shares of Stock on the date of grant of the
SAR. The SAR shall be paid in either cash or Stock, as determined in the
discretion of the Committee as set forth in the SAR agreement. If the payment is
in Stock, the number of shares to be paid shall be determined by dividing the
amount of such payment by the Fair Market Value of Stock on the exercise date of
such SAR.
5.10 EXERCISE ON TERMINATION OF EMPLOYMENT. Unless it is expressly
declared, Employees shall terminate one day less than three months after
severance of employment of the Employee from the Company and all Affiliates for
any reason, with or without cause, other than death, retirement under the then
established rules of the Company, or severance for disability. Whether
authorized leave of absence or absence on military or government service shall
constitute severance of the employment of the Employee shall be determined by
the Committee at that time.
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5.11 DEATH. If, before the expiration of an Option or SAR, the Eligible
Person, whether in the employ of the Company or after he has retired or was
severed for disability, or otherwise dies, the Option or SAR shall continue
until the earlier of the Option's or SAR's expiration date or one year following
the date of his death, unless it is expressly provided otherwise in the Option
or SAR agreement. After the death of the Eligible Person, his executors,
administrators or any persons to whom his Option or SAR may be transferred by
will or by the laws of descent and distribution shall have the right, at any
time prior to the Option's or SAR's expiration or termination, whichever is
earlier, to exercise it, to the extent to which he was entitled to exercise it
immediately prior to his death, unless it is expressly provided otherwise in the
Option or SAR's agreement.
5.12 RETIREMENT. Unless it is expressly provided otherwise in the
Option Agreement, before the expiration of an Incentive Option, the Employee
shall be retired in good standing from the employ of the Company under the then
established rules of the Company, the Incentive Option shall terminate on the
earlier of the Option's expiration date or one day less than one year after his
retirement; provided, if an Incentive Option is not exercised within specified
time limits prescribed by the Code, it will become a Nonqualified Option by
operation of law. Unless it is expressly provided otherwise in the Option
Agreement, if before the expiration of a Nonqualified Option, the Employee shall
be retired in good standing from the employ of the Company under the then
established rules of the Company, the Nonqualified Option shall terminate on the
earlier of the Nonqualified Option's expiration date or one day less than one
year after his retirement. In the event of retirement, the Employee shall have
the right prior to the termination of the Nonqualified Option to exercise the
Nonqualified Option, to the extent to which he was entitled to exercise it
immediately prior to his retirement, unless it is expressly provided otherwise
in the Option Agreement. Upon retirement, an SAR shall continue to be
exercisable for the remainder of the term of the SAR agreement.
5.13 DISABILITY. If, before the expiration of an Option or SAR, the
Employee shall be severed from the employ of the Company for disability, the
Option or SAR shall terminate on the earlier of the Option's or SAR's expiration
date or one day less than one year after the date he was severed because of
disability, unless it is expressly provided otherwise in the Option or SAR
agreement. In the event that the Employee shall be severed from the employ of
the Company for disability, the Employee shall have the right prior to the
termination of the Option or SAR to exercise the Option, to the extent to which
he was entitled to exercise it immediately prior to his retirement or severance
of employment for disability, unless it is expressly provided otherwise in the
Option Agreement.
5.14 SUBSTITUTION OPTIONS. Options may be granted under this Plan from
time to time in substitution for stock options held by employees of other
corporations who are about to become employees of or affiliated with the Company
or any Affiliate as the result of a merger or consolidation of the employing
corporation with the Company or any Affiliate, or the acquisition by the Company
or any Affiliate of the assets of the employing corporation, or the acquisition
by the Company or any Affiliate of stock of the employing corporation as the
result of which it becomes an Affiliate of the Company. The terms and conditions
of the substitute Options granted may vary from the terms and conditions set out
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in this Plan to the extent the Committee, at the time of grant, may deem
appropriate to conform, in whole or in part, to the provisions of the stock
options in substitution for which they are granted.
5.15 RELOAD OPTIONS. Without in any way limiting the authority of the
Board of Directors or Committee to make or not to make grants of Options
hereunder, the Board of Directors or Committee shall have the authority (but not
an obligation) to include as part of any Option Agreement a provision entitling
the Eligible Person to a further Option (a "Reload Option") in the event the
Eligible Person exercises the Option evidenced by the Option Agreement, in whole
or in part, by surrendering other shares of Stock in accordance with this Plan
and the terms and conditions of the Option Agreement. Any such Reload Option (a)
shall be for a number of shares equal to the number of shares surrendered as
part or all of the exercise price of such Option; (b) shall have an expiration
date which is the greater of (i) the same expiration date of the Option the
exercise of which gave rise to such Reload Option or (ii) one year from the date
of grant of the Reload Option; and (c) shall have an exercise price which is
equal to one hundred percent (100%) of the Fair Market Value of the Stock
subject to the Reload Option on the date of exercise of the original Option.
Notwithstanding the foregoing, a Reload Option which is an Incentive Option and
which is granted to a 10% Stockholder, shall have an exercise price which is
equal to one hundred ten percent (110%) of the Fair Market Value of the Stock
subject to the Reload Option on the date of exercise of the original Option and
shall have a term which is no longer than five (5) years.
Any such Reload Option may be an Incentive Option or a Nonqualified
Option, as the Board of Directors or Committee may designate at the time of the
grant of the original Option; provided, however, that the designation of any
Reload Option as an Incentive Option shall be subject to the one hundred
thousand dollar ($100,000) annual limitation on exercisability of Incentive
Stock Options described in the Plan and in Section 422(d) of the Code. There
shall be no Reload Options on a Reload Option. Any such Reload Option shall be
subject to the availability of sufficient shares under Section 4.2 herein and
shall be subject to such other terms and conditions as the Board of Directors or
Committee may determine which are not inconsistent with the express provisions
of the Plan regarding the terms of Options.
5.16 NO RIGHTS AS STOCKHOLDER. No Eligible Person shall have any rights
as a stockholder with respect to Stock covered by his Option until the date a
stock certificate is issued for the Stock.
ARTICLE VI - RESTRICTED STOCK AWARDS
6.1 RESTRICTED STOCK AWARDS. The Committee may issue shares of Stock to
an Eligible Person subject to the terms of a Restricted Stock Agreement. The
Restricted Stock may be issued for no payment by the Eligible Person or for a
payment below the Fair Market Value on the date of grant. Restricted Stock shall
be subject to restrictions as to sale, transfer, alienation, pledge or other
encumbrance and generally will be subject to vesting over a period of time
specified in the Restricted Stock Agreement. The Committee shall determine the
period of vesting, the number of shares, the price, if any, of Stock included in
a Restricted Stock Award, and the other terms and provisions which are included
in a Restricted Stock Agreement.
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6.2 RESTRICTIONS. Restricted Stock shall be subject to the terms and
conditions as determined by the Committee, including without limitation, any or
all of the following:
(a) a prohibition against the sale, transfer, alienation, pledge or
other encumbrance of the shares of Restricted Stock, such prohibition to lapse
(i) at such time or times as the Committee shall determine (whether in annual or
more frequent installments, at the time of the death, disability or retirement
of the holder of such shares, or otherwise);
(b) a requirement that the holder of shares of Restricted Stock
forfeit, or in the case of shares sold to an Eligible Person, resell back to the
Company at his cost, all or a part of such shares in the event of termination of
the Eligible Person's employment during any period in which the shares remain
subject to restrictions;
(c) a prohibition against employment of the holder of Restricted Stock
by any competitor of the Company or its Affiliates, or against such holder's
dissemination of any secret or confidential information belonging to the Company
or an Affiliate;
(d) unless stated otherwise in the Restricted Stock Agreement,
(i) if restrictions remain at the time of severance of
employment with the Company and all Affiliates, other than for reason
of disability or death, the Restricted Stock shall be forfeited; and
(ii) if severance of employment is by reason of disability or
death, the restrictions on the shares shall lapse and the Eligible
Person or his heirs or estate shall be 100% vested in the shares
subject to the Restricted Stock Agreement.
6.3 STOCK CERTIFICATE. Shares of Restricted Stock shall be registered
in the name of the Eligible Person receiving the Restricted Stock Award and
deposited, together with a stock power endorsed in blank, with the Company. Each
such certificate shall bear a legend in substantially the following form:
"The transferability of this certificate and the shares of
Stock represented by it is restricted by and subject to the
terms and conditions (including conditions of forfeiture)
contained in the Columbialum, Ltd. 2001 Equity Incentive Plan,
and an agreement entered into between the registered owner and
the Company. A copy of the Plan and agreement is on file in
the office of the Secretary of the Company."
6.4 RIGHTS AS STOCKHOLDER. Subject to the terms and conditions of the
Plan, each Eligible Person receiving a certificate for Restricted Stock shall
have all the rights of a stockholder with respect to the shares of Stock
included in the Restricted Stock Award during any period in which such shares
are subject to forfeiture and restrictions on transfer, including without
limitation, the right to vote such shares. Dividends paid with respect to shares
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of Restricted Stock in cash or property other than Stock in the Company or
rights to acquire stock in the Company shall be paid to the Eligible Person
currently. Dividends paid in Stock in the Company or rights to acquire Stock in
the Company shall be added to and become a part of the Restricted Stock.
6.5 LAPSE OF RESTRICTIONS. At the end of the time period during which
any shares of Restricted Stock are subject to forfeiture and restrictions on
sale, transfer, alienation, pledge, or other encumbrance, such shares shall vest
and will be delivered in a certificate, free of all restrictions, to the
Eligible Person or to the Eligible Person's legal representative, beneficiary or
heir; provided the certificate shall bear such legend, if any, as the Committee
determines is reasonably required by applicable law. By accepting a Stock Award
and executing a Restricted Stock Agreement, the Eligible Person agrees to remit
when due any federal and state income and employment taxes required to be
withheld.
6.6 RESTRICTION PERIOD. No Restricted Stock Award may provide for
restrictions continuing beyond ten (10) years from the date of grant.
ARTICLE VII - PERFORMANCE STOCK AWARDS
7.1 AWARD OF PERFORMANCE STOCK. The Committee may award shares of
Stock, without any payment for such shares, to designated Eligible Persons if
specified performance goals established by the Committee are satisfied. The
terms and provisions herein relating to these performance based awards are
intended to satisfy Section 162(m) of the Code and regulations issued
thereunder. The designation of an employee eligible for a specific Performance
Stock Award shall be made by the Committee in writing prior to the beginning of
the period for which the performance is measured (or within such period as
permitted by IRS regulations). The Committee shall establish the maximum number
of shares of Stock to be issued to a designated Employee if the performance goal
or goals are met. The Committee reserves the right to make downward adjustments
in the maximum amount of an Award if in its discretion unforeseen events make
such adjustment appropriate.
7.2 PERFORMANCE GOALS. Performance goals determined by the Committee
may be based on specified increases in cash flow, net profits, stock price,
Company, segment or Affiliate sales, market share, earnings per share, return on
assets, and/or return on stockholders' equity.
7.3 ELIGIBILITY. The employees eligible for Performance Stock Awards
are the senior officers (i.e., chief executive officer, president, vice
presidents, secretary, treasurer, and similar positions) of the Company and its
Affiliates, and such other employees of the Company and its Affiliates as may be
designated by the Committee.
7.4 CERTIFICATE OF PERFORMANCE. The Committee must certify in writing
that a performance goal has been attained prior to issuance of any certificate
for a Performance Stock Award to any Employee. If the Committee certifies the
entitlement of an Employee to the Performance Stock Award, the certificate will
be issued to the Employee as soon as administratively practicable, and subject
to other applicable provisions of the Plan, including but not limited to, all
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legal requirements and tax withholding. However, payment may be made in shares
of Stock, in cash, or partly in cash and partly in shares of Stock, as the
Committee shall decide in its sole discretion. If a cash payment is made in lieu
of shares of Stock, the number of shares represented by such payment shall not
be available for subsequent issuance under this Plan.
ARTICLE VIII - ADMINISTRATION
The Plan shall be administered by the Committee. All questions of
interpretation and application of the Plan and Awards shall be subject to the
determination of the Committee. A majority of the members of the Committee shall
constitute a quorum. All determinations of the Committee shall be made by a
majority of its members. Any decision or determination reduced to writing and
signed by a majority of the members shall be as effective as if it had been made
by a majority vote at a meeting properly called and held. This Plan shall be
administered in such a manner as to permit the Options which are designated to
be Incentive Options to qualify as Incentive Options. In carrying out its
authority under this Plan, the Committee shall have full and final authority and
discretion, including but not limited to the following rights, powers and
authorities, to:
(a) determine the Eligible Persons to whom and the time or times at
which Options or Awards will be made,
(b) determine the number of shares and the purchase price of Stock
covered in each Option or Award, subject to the terms of the Plan,
(c) determine the terms, provisions and conditions of each Option and
Award, which need not be identical,
(d) accelerate the time at which any outstanding Option or SAR may be
exercised, or Restricted Stock Award will vest,
(e) define the effect, if any, on an Option or Award of the death,
disability, retirement, or termination of employment of the Employee,
(f) prescribe, amend and rescind rules and regulations relating to
administration of the Plan, and
(g) make all other determinations and take all other actions deemed
necessary, appropriate, or advisable for the proper administration of this Plan.
The actions of the Committee in exercising all of the rights, powers,
and authorities set out in this Article and all other Articles of this Plan,
when performed in good faith and in its sole judgment, shall be final,
conclusive and binding on all parties.
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ARTICLE IX - AMENDMENT OR TERMINATION OF PLAN
The Board of Directors of the Company may amend, terminate or suspend
this Plan at any time, in its sole and absolute discretion; provided, however,
that to the extent required to qualify this Plan under Rule 16b-3 promulgated
under Section 16 of the Securities Exchange Act of 1934, as amended, no
amendment that would (a) materially increase the number of shares of Stock that
may be issued under this Plan, (b) materially modify the requirements as to
eligibility for participation in this Plan, or (c) otherwise materially increase
the benefits accruing to participants under this Plan, shall be made without the
approval of the Company's stockholders; provided further, however, that to the
extent required to maintain the status of any Incentive Option under the Code,
no amendment that would (a) change the aggregate number of shares of Stock which
may be issued under Incentive Options, (b) change the class of employees
eligible to receive Incentive Options, or (c) decrease the Option price for
Incentive Options below the Fair Market Value of the Stock at the time it is
granted, shall be made without the approval of the Company's stockholders.
Subject to the preceding sentence, the Board of Directors shall have the power
to make any changes in the Plan and in the regulations and administrative
provisions under it or in any outstanding Incentive Option as in the opinion of
counsel for the Company may be necessary or appropriate from time to time to
enable any Incentive Option granted under this Plan to continue to qualify as an
incentive stock option or such other stock option as may be defined under the
Code so as to receive preferential federal income tax treatment.
ARTICLE X - MISCELLANEOUS
10.1 NO ESTABLISHMENT OF A TRUST FUND. No property shall be set aside
nor shall a trust fund of any kind be established to secure the rights of any
Eligible Person under this Plan. All Eligible Persons shall at all times rely
solely upon the general credit of the Company for the payment of any benefit
which becomes payable under this Plan.
10.2 NO EMPLOYMENT OBLIGATION. The granting of any Option or Award
shall not constitute an employment contract, express or implied, nor impose upon
the Company or any Affiliate any obligation to employ or continue to employ any
Eligible Person. The right of the Company or any Affiliate to terminate the
employment of any person shall not be diminished or affected by reason of the
fact that an Option or Award has been granted to him.
10.3 FORFEITURE. Notwithstanding any other provisions of this Plan, if
the Committee finds by a majority vote after full consideration of the facts
that an Eligible Person, before or after termination of his employment with the
Company or an Affiliate for any reason (a) committed or engaged in fraud,
embezzlement, theft, commission of a felony, or proven dishonesty in the course
of his employment by the Company or an Affiliate, which conduct damaged the
Company or Affiliate, or disclosed trade secrets of the Company or an Affiliate,
or (b) participated, engaged in or had a material, financial or other interest,
whether as an employee, officer, director, consultant, contractor, stockholder,
owner, or otherwise, in any commercial endeavor in the United States which is
competitive with the business of the Company or an Affiliate without the written
consent of the Company or Affiliate, the Eligible Person shall forfeit all
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outstanding Options and all outstanding Awards, and including all exercised
Options and other situations pursuant to which the Company has not yet delivered
a stock certificate. Clause (b) shall not be deemed to have been violated solely
by reason of the Eligible Person's ownership of stock or securities of any
publicly owned corporation, if that ownership does not result in effective
control of the corporation.
The decision of the Committee as to the cause of an Employee's
discharge, the damage done to the Company or an Affiliate, and the extent of an
Eligible Person's competitive activity shall be final. No decision of the
Committee, however, shall affect the finality of the discharge of the Employee
by the Company or an Affiliate in any manner.
10.4 TAX WITHHOLDING. The Company or any Affiliate shall be entitled to
deduct from other compensation payable to each Eligible Person any sums required
by federal, state, or local tax law to be withheld with respect to the grant or
exercise of an Option or SAR, lapse of restrictions on Restricted Stock, or
award of Performance Stock. In the alternative, the Company may require the
Eligible Person (or other person exercising the Option, SAR or receiving the
Stock) to pay the sum directly to the employer corporation. If the Eligible
required to pay the sum directly, payment in cash or by check of such sums for
taxes shall be delivered within 10 days after the date of exercise or lapse of
restrictions. The Company shall have no obligation upon exercise of any Option
or lapse of restrictions on Stock until payment has been received, unless
withholding (or offset against a cash payment) as of or prior to the date of
exercise or lapse of restrictions is sufficient to cover all sums due with
respect to that exercise. The Company and its Affiliates shall not be obligated
to advise an Eligible Person of the existence of the tax or the amount which the
employer corporation will be required to withhold.
10.5 WRITTEN AGREEMENT. Each Option and Award shall be embodied in a
written agreement which shall be subject to the terms and conditions of this
Plan and shall be signed by the Eligible Person and by a member of the Committee
on behalf of the Committee and the Company or an executive officer of the
Company, other than the Eligible Person, on behalf of the Company. The agreement
may contain any other provisions that the Committee in its discretion shall deem
advisable which are not inconsistent with the terms of this Plan.
10.6 INDEMNIFICATION OF THE COMMITTEE AND THE BOARD OF DIRECTORS. With
respect to administration of this Plan, the Company shall indemnify each present
and future member of the Committee and the Board of Directors against, and each
member of the Committee and the Board of Directors shall be entitled without
further act on his part to indemnity from the Company for, all expenses
(including attorney's fees, the amount of judgments and the amount of approved
settlements made with a view to the curtailment of costs of litigation, other
than amounts paid to the Company itself) reasonably incurred by him in
connection with or arising out of any action, suit, or proceeding in which he
may be involved by reason of his being or having been a member of the Committee
and/or the Board of Directors, whether or not he continues to be a member of the
Committee and/or the Board of Directors at the time of incurring the expenses,
including, without limitation, matters as to which he shall be finally adjudged
in any action, suit or proceeding to have been found to have been negligent in
the performance of his duty as a member of the Committee or the Board of
Directors. However, this indemnity shall not include any expenses incurred by
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any member of the Committee and/or the Board of Directors in respect of matters
as to which he shall be finally adjudged in any action, suit or proceeding to
have been guilty of gross negligence or willful misconduct in the performance of
his duty as a member of the Committee and the Board of Directors. In addition,
no right of indemnification under this Plan shall be available to or enforceable
by any member of the Committee and the Board of Directors unless, within 60 days
after institution of any action, suit or proceeding, he shall have offered the
Company, in writing, the opportunity to handle and defend same at its own
expense. This right of indemnification shall inure to the benefit of the heirs,
executors or administrators of each member of the Committee and the Board of
Directors and shall be in addition to all other rights to which a member of the
Committee and the Board of Directors may be entitled as a matter of law,
contract, or otherwise.
10.7 GENDER. If the context requires, words of one gender when used in
this Plan shall include the others and words used in the singular or plural
shall include the other.
10.8 HEADINGS. Headings of Articles and Sections are included for
convenience of reference only and do not constitute part of the Plan and shall
not be used in construing the terms of the Plan.
10.9 OTHER COMPENSATION PLANS. The adoption of this Plan shall not
affect any other stock option, incentive or other compensation or benefit plans
in effect for the Company or any Affiliate, nor shall the Plan preclude the
Company from establishing any other forms of incentive or other compensation for
employees of the Company or any Affiliate.
10.10 OTHER OPTIONS OR AWARDS. The grant of an Option or Award shall
not confer upon the Eligible Person the right to receive any future or other
Options or Awards under this Plan, whether or not Options or Awards may be
granted to similarly situated Eligible Persons, or the right to receive future
Options or Awards upon the same terms or conditions as previously granted.
10.11 GOVERNING LAW. The provisions of this Plan shall be construed,
administered, and governed under the laws of the State of Nevada.
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