U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ ]
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[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14(a)-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to paragraph 240.14a-11(c) or 240.14a-12
NORTH PACIFIC CAPITAL CORP.
________________________________________________
(Name of Small Business Issuer in its charter)
Christopher D. Farber, Suite 2602 - 1111 Beach Ave Vancouver, BC V6E 1T9
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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[ ] Fee Computed on table below per Exchange Act Rules 14a-6(I)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
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2. Aggregate number of securities to which transaction applies:
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3. Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
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4. Proposed aggregate offering price:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box is any part of the fee is offset as provided by Exchange Act
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paid previously. Identify the previous filing by registration statement
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4. Date filed:
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Notes:
NORTH PACIFIC CAPITAL CORP.
#280-815 West Hastings Street
Vancouver, BC V6C 1B4
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 19, 2001
Notice is hereby given that the Annual General Meeting of shareholders of
North Pacific Capital Corp., a Nevada corporation (the "Company") will be held
on December 19, 2001, at the offices of the Company, Suite 280 - 815 West
Hastings Street, Vancouver, BC, V6C 1B4 at 10:00 for the following purposes:
1. To elect the following six (6) nominees as Directors of the Company until
the next Annual Meeting of shareholders and until their respective successors
shall be elected and qualified: Michael Dearden, Griffin Jones, Patrick
Fitzsimmons, Brandon Douglas, Greg Protti and Karim Lakhani;
2. To approve the appointment of LaBonte & Company as the Company's
independent auditors for the new fiscal year commencing on January 1, 2001;
3. To approve the Director's and Employee's Option Plan;
4. To approve the change of the Company's name; and
5. To consider any other matter that properly may come before the meeting or
any adjournment thereof.
Shareholders of record as the close of business on December 9, 2001 are
entitled to vote at the meeting or any postponement or adjournment thereof.
Please review the voting options on the attached proxy card and submit your
vote promptly. If you attend the Annual Meeting, you may revoke your Proxy and
vote in person if you desire to do so, but attendance at the Annual Meeting does
not itself serve to revoke your Proxy. A copy of the Company's Annual Report
for its fiscal year ended December 31, 2000 and for the quarters ended March 31,
2001 and June 30, 2001 are enclosed herewith.
By order of the Board of Directors
December 3, 2001
/s/ Michael Dearden
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Michael Dearden, President
PROXY STATEMENT
NORTH PACIFIC CAPITAL CORP.
#280-815 West Hastings Street
Vancouver, BC V6C 1B4
This Proxy Statement is furnished to shareholders at the discretion and on
behalf of the Board of Directors of North Pacific Capital Corp., a Nevada
corporation (the "Company"), for the purpose of soliciting proxies for use at
the Annual Meeting of Shareholders of the Company to be held at the offices of
the Company at 280 - 815 West Hastings Street, Vancouver, BC, V6C 1B4 on
December 19 at 10:00am. The shares represented by the proxy will be voted in
the manner specified in the proxy. To the extent that no specification is made
as to the proposals set forth in the notice of meeting accompanying this Proxy
Statement, the proxy will be voted in favour of such proposals. However, any
proxy given pursuant to this solicitation may be revoked at any time before it
is exercised by giving written notice of such revocation to the Secretary of the
Company, by appearing at the meeting and voting in person, or by submitting a
later dated proxy. A revocation that is not timely received shall not be taken
into account, and the original proxy shall be counted.
Shareholder proposals must be submitted to the Company not later than March
1, 2002, in order to be included in those matters considered at the next Annual
Meeting of this Company to be held in May 2002. The cost of preparing,
assembling and mailing this Proxy Statement, the Notice of Annual Meeting of
Shareholders and the accompanying Proxy is being borne by the Company. Brokers,
dealers, banks or voting trustees, and their nominees, are requested to forward
soliciting materials to the beneficial owners of shares and will be reimbursed
for their reasonable expenses. This Proxy Statement and accompanying proxy will
be mailed to shareholders on or before December 9, 2001.
VOTING SECURITIES
The record date of shareholders entitled to notice of and to vote at the
Annual Meeting of Shareholders is the close of business on December 9, 2001. On
such date, the Company had issued and outstanding 14,568,000 shares of $0.001
par value common stock. Each share is entitled to one vote per share on any
matter which may properly come before the meeting and there shall be no
cumulative voting right on any shares. The presence at the meeting, in person
or by proxy, of the holders of a majority of the shares of common stock
outstanding on the record date will constitute a quorum at the meeting. Votes
withheld and abstentions will be counted in determining the presence of a quorum
but will not be voted. Broker non-votes will not be counted in determining the
presence of a quorum and will not be voted. Pursuant to applicable state law,
there are no dissenter's or appraisal rights relating to the matters to be
voted.
All matters to be voted on require an affirmative vote of a majority of the
votes present at the meeting. As management and other major shareholders,
directly or indirectly, a majority of the outstanding shares as of the record
date and intend to vote in favour of all proposals, it is anticipated that all
proposals will pass.
STOCK OWNERSHIP
The following table sets forth information regarding the beneficial
ownership of shares of the Company's common stock as of December 9, 2001
(14,293,000 issued and outstanding) by (i) all shareholder's known to the
Company to be beneficial owners of more than 5% of the outstanding Common Stock;
(ii) each director; and (iii) all officers and directors of the Company as a
group. Except as may be otherwise indicated in the footnotes to the table, each
person has sole voting power and sole dispositive power as to all of the shares
shown as beneficially owned by them.
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Title of Class Name and Address of Beneficial Owner Amount of Beneficial Percent of Class
Ownership(1)
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Common Stock Michael Dearden 2,551,000 17.85%
#215-310 E. 2nd Street
North Vancouver, BC
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Common Stock Griffin Jones 2,550,000 17.84%
1243 W. 20th Street
North Vancouver, BC V7P 2B8
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Common Stock Patrick Fitzsimmons 1,001,000 7.00%
#1406-151 E. Keith Road
North Vancouver, BC V7L 4M3
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Common Stock Greg Protti 501,000 3.51%
6405 Holly Park Drive
Ladner, BC V4K 4W6
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Common Stock Advanced Interactive Inc. 1,500,000 10.49%
718-1350 East Flamingo Road
Las Vegas, NV 89119
Advanced Interactive Canada Inc. 1,500,000 10.49%
2101-1177 W. Hastings Street
Vancouver, BC V6E 2K3
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Common Stock Brandon Douglas 330,000 2.31%
8173 Southgate Boulevard
North Waterdale
Florida 33068-1023
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Common Stock Karim Lakhani (2) (2)
C/O #2101 - 1177 W. Hastings
Vancouver, BC V6E 2K3
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Common Stock Shares of all directors and executive
officers as a group (7 people) 9,933,000 69.50%
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(1) Each person has sole voting power and sole dispositive power as to all
of the shares shown as beneficially owned by them.
(2) Karim Lakhani is the President and Director of Advanced Interactive Inc.
and Director of Advanced Interactive (Canada) Inc.
ELECTION OF DIRECTORS
EXECUTIVE OFFICERS
The Company's Board of Directors is currently composed of six members. The
Company's Bylaws provide that Directors are to serve only until the next Annual
Meeting of Shareholders or until their successors are elected and qualified.
The Directors and Executive Officers of the Company are not a party to any
material pending legal proceedings and, to the best of their knowledge, no such
action by or against them has been threatened.
(a) Officers and Directors.
Michael Dearden, President and Director
Michael Dearden, age 47. Mr. Dearden has over 25 years experience in sales
and marketing, and for the past 15 years has focused specifically on corporate
marketing and venture capital financing. Mr. Dearden was formerly a director of
Americ Corp., where he facilitated the merger of Rolland Virtual Business
Systems (RVBS) and a concurrent financing of $1,800,000. RVBS is a Montreal,
Canada, based E-commerce software developer with 35 employees.
Griffin Jones, Secretary, Treasurer and Director
Griffin Jones, age 46. Mr. Jones has served as an Officer and Director
with both private and public trading companies. Over the past 7 years he has
assisted in securing financing of over $5,000,000 in industries such as high
technology, industrial products and mining. Mr. Jones has worked in marketing
management, finance and corporate relations.
Patrick Fitzsimmons, Director
Pat Fitzsimmons, age 48. Mr. Fitzsimmons has extensive sales and management
experience, gained from a 22-year career in the high-technology marketplace. Mr.
Fitzsimmons has represented firms such as NCR, Timeplex, Rogers Cable, and
Newbridge Networks, offering a wide range of technology solutions. His most
recent position was Manager, Major Accounts, AT&T Canada, Vancouver B.C.,
Canada.
Greg Protti, Director
Greg Protti, age 44. Mr. Protti has over 17 years experience in the high
technology sector. He has held sales and management positions in all segments of
the high tech sector from SHL Systemhouse consultants to Regional Sales Manager
for Merisel Canada, where he was responsible for running a $200 million in sales
revenue territory in Western Canada. Mr. Protti was previously Regional Manager
for Digidyne, Inc., in the VAR community, where he was responsible for hardware
sales as well as managing a staff of contract personnel. He is currently the
Vice President, Marketing for Sourcesmith Inc., a North Vancouver, B.C. software
development company.
Karim Lakhani, Director
Karim Lakhani, age 46. Mr. Lakhani is a co-founder of AII Multimedia Corp.
He holds a Bachelor of Applied Science in Electrical Engineering from The
University of British Columbia. From 1993 to 1996, Mr. Lakhani was Vice
President of Electronic Cottage International Inc. During this period he
developed a News Archival and Retrieval system as well as the Internet-based
U.S. Senate Proceedings Multimedia Archiving and Retrieval system. As President
of Orion Technologies Inc. he directed the development of a secure network for
electronic commerce and banking for 79 banks in 33 countries in Asia Pacific. In
addition, Mr. Lakhani has marketed technologies to giants such as McDonnel
Douglas, Groupe Videotron, Raytheon, and Samsung. Recognized within the
industry as one of the foremost minds in the fields of interactivity and
multimedia, Mr. Lakhani provides ingenuity and innovation in creating new Aii
technologies.
Brandon Douglas, Director
Brandon Douglas, age 48. Mr. Douglas is an attorney resident in the State
of Florida. He has been, for over five years, associated with the firm of
Vernis Bowling P.A. in Fort Lauderdale, Florida.
(b) Certain Relationships and Related Transactions
Other than as set forth below, there are no relationships, transactions, or
proposed transactions to which the Company was or is to be a party, in which any
of the named persons set forth previously had or is to have a direct or indirect
material interest.
(1) Other Business Activities
Certain of the officers and directors of the Company are engaged in other
businesses, either individually or through partnerships and corporations in
which they have an interest, hold an office, or serve on a board of directors.
As a result, certain conflicts of interest may arise between the Company and its
officers and directors. The Company will attempt to resolve such conflicts of
interest in favor of the Company. The officers and directors of the Company are
accountable to it and its shareholders as fiduciaries, which requires that such
officers and directors exercise good faith and integrity in handling the
Company's affairs. A shareholder may be able to institute legal action on
behalf of the Company or on behalf of itself and other similarly situated
shareholders to recover damages or for other relief in cases of the resolution
of conflicts is in any manner prejudicial to the Company.
(c) Compliance with Section 16(a) of the Exchange Act.
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors, certain officers and persons holding 10% or more of the Company's
common stock to file reports regarding their ownership and regarding their
acquisitions and dispositions of the Company's common stock with the Securities
and Exchange Commission. The Company is unaware that any required reports were
not timely filed.
(d) Committees of the Board of Directors.
The Company does not currently have standing audit, nominating, and
compensation committees.
(e) Meetings of the Board of Directors.
During the last fiscal year (ended December 31, 2000), the total number of
meetings of the Board of Directors which were held is none. None of the
incumbent directors of the Company attended less than 75 percent of the total
meetings.
EXECUTIVE COMPENSATION
(a) None of the officers and directors compensation exceeded $100,000 for
the last fiscal year (12 months ending December 31, 2000), which such
compensation commenced on January 1, 2000. All officers and directors will be
reimbursed for expenses incurred on behalf of the Company including director
expenses pertaining to attendance at meetings. It is anticipated that
additional management will be hired as the Company develops and revenue is
generated. The salaries paid to new employees will be consistent with the
salaries of others in similar positions in the industry.
Summary Compensation Table
Summary Compensation Table
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Annual Compensation Long Term Compensation
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Awards Payouts
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Securities
Other Restricted underlying
Name and Annual stock options/ LTIP All Other
Principal Year Salary Bonus Compensation award(s) SARs Payouts compen-
Position ($) ($) ($) ($) (#) ($) sation($)
(a) (b) (c) (d) (e) (f) (g) (h) (i)
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Michael Dearden(1)
President 2000 - - - - - - -
& Director 2001 - - - - - - -
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Griffin Jones(1)
Secretary,
Treasurer 2000 - - - - - - -
& Director 2001 - - - - - - -
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Patrick 2000 - - - - - - -
Fitzsimmons(2) 2001 40,000 - - - - - $60,000
Director
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Greg Protti(2) 2000 - - - - - - -
Director 2001 - - - - - - -
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Karim Lakhani(2) 2000 - - - - - - -
Director 2001 - - - - - - -
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Richard Silas(3) 2000 - - - - - - -
Director 2001 - - - - - - -
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Stephen Stanley(4) 2000 - - - - - - -
Director 2001 - - - - - - -
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Terry Wells(5) 2000 - - - - - - -
Director 2001 - - - - - - -
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Drew Martel(6) 2000 - - - - - - -
Director 2001 - - - - - - -
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(1) Mr. Dearden and Mr. Jones were appointed as directors and officers of
the Company effective September 10, 2001.
(2) Mr. Fitzsimmons, Mr. Protti and Mr. Lakhani were appointed directors of
the Company effective September 10, 2001.
(3) Mr. Silas resigned as President, Secretary, Treasurer and Director of
the Company effective September 10, 2001.
(b) To date, no options have been granted.
(c) There are no annuity, pension or retirement benefits proposed to be
paid to officers, directors, or employees of the corporation in the event of
retirement at normal retirement date pursuant to any presently existing plan
provided or contributed to by the corporation or any of its subsidiaries.
(d) No remuneration is proposed to be paid in the future directly or
indirectly by the corporation to any officer or director under any plan which is
presently existing.
INDEPENDENT PUBLIC ACCOUNTANTS
(a) Ratification of Accountants.
LaBonte & Company of Vancouver, British Columbia issued the report for the
Company's audited financial statements for the fiscal year ended December 31,
2000. The Board of Directors has approved by resolution a proposal to retain
LaBonte & Company for the fiscal year that commenced on January 1, 2001. The
Board of Directors of the Company recommends a vote FOR the retention of LaBonte
& Company for the current fiscal year.
Representatives of LaBonte & Company are not expected to be present at the
Annual Meeting. However, such representatives will be available by telephone to
respond to appropriate questions at the meeting.
STOCK INCENTIVE PLAN
The Board of Directors of the Company has adopted and approved the North
Pacific Capital Corp. 2001 Stock Incentive Plan (the "Plan") to offer eligible
Employees an opportunity to purchase shares of the Company's Common Stock on a
more advantageous basis than would otherwise be available, or be awarded certain
restricted shares of Common Stock, thereby increasing their interest in the
Company. Subject to the approval of the Plan by the Company's stockholders, the
Plan became effective on January 1, 2002. The Plan will remain in effect until
all of the shares of Common Stock reserved for issuance under the Plan have been
issued, unless earlier terminated by the Board.
The Plan is not a qualified plan under Section 401(a) et seq. of the
Internal Revenue Code, and is not subject to any provisions of the Employee
Retirement Income Security Act of 1974 ("ERISA"). Definitions of terms not
otherwise set forth herein, are contained in the copy of the Plan, attached as
Appendix "A" to this Proxy Statement.
(a) Administration.
The Plan will be administered by the Board of Directors, or a Compensation
Committee as appointed by the Board of Directors.
(b) Shares Subject To The Plan.
The Company has reserved 1,000,000 shares of Common Stock for issuance
under the Plan. In the event of any merger, consolidation, reorganization,
recapitalization, spin-off, stock dividend, stock split, exchange or other
change in the corporate structure or capitalization affecting the Common Stock,
the number of shares which are subject to the Plan will be equitably adjusted by
the Board, in its sole discretion, to preserve the value of benefits under the
Plan.
(c) Eligibility And Participation.
Employees eligible under the Plan shall be approved by the Board or
Committee from those Employees who, in the opinion of management of the Company,
are in positions which enable them to make significant and extraordinary
contributions to the long-term performance and growth of the Company. In
selecting Employees to whom Stock Options or Awards may be granted,
consideration shall be given to factors such as employment position, duties and
responsibilities, ability, productivity, length of service, morale, interest in
the Company and recommendations of supervisors. No member of the Committee
shall be eligible to participate under the Plan or under any other Company plan
if such participation would contravene the standard of paragraph 1.2.1 above
relating to "disinterested persons".
(d) Exercise of Options.
Each Stock Option may be exercised in whole or in part (but not as
fractional shares) by delivering it for surrender or endorsement to the Company,
attention of the Corporate Secretary, at the principal office of the Company,
together with payment of the Exercise Price and an executed Notice and Agreement
of Exercise. Payment may be made (i) in cash, (ii) by cashier's or certified
cheque, (iii) by surrender of previously owned shares of the Company's Common
Stock (if the Board of Committee authorizes payment in stock in its discretion),
(iv) by withholding from the Option Shares which would otherwise be issuable
upon the exercise of the Stock Option that number of Option Shares equal to the
exercise price of the Stock Option, if such withholding is authorized by the
Board or Committee in its discretion, or (v) in the discretion of the Board or
Committee, by the delivery to the Company of the optionee's promissory note not
secured by the Option Shares, bearing interest.
Such Notice and Agreement of Exercise shall set forth the agreement of the
Employee that: (a) no Option Shares will be sold or otherwise distributed in
violation of the Securities Act of 1933, as amended, or any other applicable
federal or state securities laws, (b) each Option Share certificate may be
imprinted with legends reflecting any applicable federal or state securities
laws restrictions and conditions, (c) the Company may comply with said
securities law restrictions and issue "stop transfer" instructions to its
transfer agent and registrar without liability, (d) if the Employee is a Section
16 Reporting Person, the Employee will furnish to the Company a copy of each
Form 4 or Form 5 filed by said Employee and will timely file all reports
required under federal securities laws, and (e) the Employee will report all
sales of Option Shares to the Company in writing on a form prescribed by the
Company.
No Stock Option will be exercisable unless and until any applicable
registration or qualification requirements of federal and state securities laws,
and all other legal requirements, have been fully complied with. The Company
will use its reasonable efforts to maintain the effectiveness of a Registration
Statement for the issuance of Stock Options and shares acquired thereunder, but
there may be times when no such Registration Statement will be currently
effective. The exercise of Stock Options may be temporarily suspended without
liability to the Company during times when no such Registration Statement is
currently effective, or during times when , in the reasonable opinion of the
Board of Committee, such suspension is necessary to preclude violation of any
requirements of applicable law or regulatory bodies having jurisdiction over the
Company. If any Stock Option would expire for any reason except the end of its
term during such a suspension, then if exercise of such Stock Option is duly
tendered before its expiration, such Stock Option shall be exercisable and
exercised (unless the attempted exercise is withdrawn) as of the first day after
the end of such suspension. The Company shall have no obligation to file any
Registration Statement covering resales of Option Shares.
(e) Restrictions on Transfer.
Each Stock Option granted under this Plan shall be transferable only by
will or the laws of descent and distribution. No interest of any Employee under
the Plan shall be subject to attachment, execution, garnishment, sequestration,
the laws of bankruptcy or any other legal or equitable process. Each Stock
Option granted under this Plan shall be exercisable during an Employee's
lifetime only by such Employee or by such Employee's legal representative.
Any person who receives a restricted stock award may only sell shares of
Common Stock pursuant to the volume and certain other limitations of Rule 144
under the Securities Act of 1933 for a period of one year or by complying with
the registration requirements of the Securities Act; non-affiliates shall not be
subject to such limitations after holding the Common Stock for a period of two
years. The volume, manner of sale and notice provisions of Rule 144 are
applicable to any resale of Common Stock. In addition, Section 16 of the
Exchange Act may limit an affiliate's right to resell shares or impose reporting
obligations upon any such resale. All such persons should consult the Company's
counsel concerning their status as affiliates and the applicability of Rule 144
and Section 16 before selling any Company Common Stock. An "affiliate" is
generally defined under the Securities Act as an officer, director, ten percent
(10%) shareholder, or other control person, including, in some cases, certain
officers and directors of Subsidiaries.
(f) Tax Considerations.
Generally, under present law, if an Employee exercise the options granted,
such person will recognize ordinary income in the amount of the difference
between his or her actual exercise price and the fair market value of the stock
on the exercise date, whether or not the shares obtained on exercise are sold at
that time or not. The amount realized upon an exercise and sale of the Common
Stock will be reported by the Company on such person's W-2 form as ordinary
income. Any further profit will likely be taxable as a short-term or long term
capital gain, depending upon whether stock is held for twelve months or longer.
In the event of a loss, the Employee must still recognize ordinary income on the
discount at purchase between the market value and the exercise price, if any;
the loss will be treated as a capital loss.
Generally, under present law, if an Employee obtains restricted stock upon
an award, such person will not recognize ordinary income until the restriction
is lifted, unless the Employee files with the Internal Revenue Service an
election to treat as a taxable event the receipt of shares would be treated as
short or long term, depending on the holding period, as the difference between
the ordinary income and the value on the date of lifting the restriction). The
restriction can be lifted either on complying with Rule 144 or the registration
of the shares in a registration statement.
In addition, Employees must consider the applicability of state income
taxes, which vary from state to state.
(g) Changes in Status Affecting Eligibility.
Upon an Employee's Retirement, Disability, or death, (a) all Stock Options
to the extent then presently exercisable shall remain in full force and effect
and may be exercised pursuant to the provisions thereof, including expiration at
the end of the fixed term thereof, and (b) unless otherwise provided by the
Board or Committee, all Stock Options to the extent not then presently
exercisable by such Employee shall terminate as of the date of such termination
of employment and shall not be exercisable thereafter.
Upon the termination of the employment of an Employee with the Company for
any reasons set forth above, (a) all Stock Options to the extent then presently
exercisable by such Employee shall remain exercisable only for a period of
ninety days after the date of such termination of employment (except that the
ninety day period shall be extended by twelve months if the Employee shall die
during such ninety day period), and may be exercised pursuant to the provisions
thereof, including expiration at the end of the fixed term thereof, and (b)
unless otherwise provided by the Board or Committee, all Stock Options to the
extent not then presently exercisable by such Employee shall terminate as of the
date of such termination of employment and shall not be exercisable thereafter.
With regard to Award Shares, the Board or Committee may provide for the
lapse of any restrictions in installments, for acceleration of the lapse of
restrictions upon the satisfaction of such performance or other criteria or upon
the occurrence of such events as the Board or Committee shall determine, and for
the early expiration of the Restriction Period upon an Employee's death,
Disability or Retirement or following a Change of Control, upon termination of
an Employee's employment by the Company without "Cause" or by the Employee for
"Good Reason".
(h) Vote Required.
The affirmative vote of the holders of a majority of the votes cast on this
proposal at the Annual Meeting, provided the votes cast on the proposal
represent over 50% in interest of the Common Stock entitled to vote on the
proposal, will be necessary for stockholder approval of the North Pacific
Capital Corp. Stock Incentive Plan.
(i) Recommendation of the Board of Directors.
The Board of Directors of the Company recommends a vote FOR the adoption of
the North Pacific Capital Corp. Stock Incentive Plan.
CHANGE OF COMPANY NAME
The Board of Directors feels that it is in the Company's best interest to
change the Company's name to reflect its business more accurately. At the
meeting, shareholders will be asked to consider a special resolution amending
the Company's articles to change the name of the Company.
The text of the proposed resolution is as follows:
"RESOLVED that the name of the Company be changed to SCHOOLWEB SYSTEMS INC.
and that Article 1 of the Articles of Incorporation be amended to read as
follows:
The name of the corporation is SCHOOLWEB SYSTEMS INC."
The Board of Directors of the Company recommends a vote FOR the change of
the Company's name.
Assuming this resolution is approved, it will be effective only upon
acceptance for filing by the Nevada Secretary of State.
OTHER BUSINESS
As of the date of this proxy statement, the Company knows of no business
that will be presented for consideration at the Annual Meeting other than the
items referred to above. If any other matter is properly brought before the
meeting for action by the shareholders, proxies in the enclosed forms returned
to the Company will be voted in accordance with the recommendation of the Board
of Directors or, in the absence of such a recommendation, in accordance with the
judgment of the proxy holder.
By order of the Board of Directors
December 3, 2001
/s/ Michael Dearden
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Michael Dearden, President
APPENDIX A
NORTH PACIFIC CAPITAL CORP.
2001 STOCK INCENTIVE PLAN
1. GENERAL PROVISIONS
1.1 Establishment and Purpose of Plan.
----------------------------------
North Pacific Capital Corp., a Nevada corporation (the "Company") and its
Subsidiaries which it may have from time to time (Company and such Subsidiaries
are referred to herein as the "Company") hereby establishes a stock incentive
plan to be known as the "North Pacific Capital Corp. 2001 Stock Incentive Plan"
(hereinafter referred to as the "Plan"), as set forth in this document. The
Plan is intended to allow designated officers and employees (all of whom are
sometimes collectively referred to herein as "Employees") of to receive certain
options ("Stock Options") to purchase the Company's common stock, $0.001 par
value ("Common Stock"), and to receive grants of Common Stock subject to certain
restrictions ("Awards"). As used in this Plan, the term "Subsidiary" shall mean
each corporation which is a "subsidiary corporation" of the Company within the
meaning of Section 424(f) of the Internal Revenue Code of 1986, as amended
("Code"). The purpose of this Plan is to provide Employees with equity-based
compensation incentives to make significant and extraordinary contributions to
the long-term performance and growth of the Company, and to attract and retain
Employees of exceptional ability.
Subject to approval by the Company's stockholders, the Plan shall become
effective as of January 1, 2002 (the "Effective Date") and shall remain in
effect as provided in Section 1.3 hereof.
1.2 Administration
--------------
1.2.1 The Plan shall be administered by the Board of Directors or by a
Compensation Committee ("Committee") of, or appointed by, the Board of Directors
of the Company ("Board"). Each member of the Committee shall be a
"disinterested person" as that term in defined in Rule 16b-3 promulgated by the
Securities Exchange Commission ("Commission") pursuant to the Securities
Exchange Act of 1934, as amended ("Exchange Act"), but no action of the
Committee shall be invalid if this requirement is not met. The Committee shall
select one of its members as Chairman and shall act by vote of majority of a
quorum, or by unanimous written consent. A majority of its members shall
constitute a quorum. The Committee shall be governed by the provisions of the
Company's Bylaws and of Nevada law applicable to the Board, except as otherwise
provided herein or determined by the Board.
1.2.2 The Board or Committee shall have full and complete authority, in
its discretion, but subject to the express provisions of the Plan: to approve
the Employees nominated by the management of the Company to be granted Awards or
Stock Options; to determine the number of Awards or Stock Options to be granted
to an Employee; to determine the time or times at which Awards or Stock Options
shall be granted; to establish the terms and conditions upon which Awards or
Stock Options may be exercised; to remove or adjust any restrictions and
conditions upon Awards or Stock Options; to specify, at the time of grant,
provisions relating to exercisablity of Stock Options and to accelerate or
otherwise modify the exercisability of any Stock Options; and to adopt such
rules and regulations and to make all other determinations deemed necessary or
desirable for the administration of the Plan. All interpretations and
constructions of the Plan by the Board or Committee, and all of its actions
hereunder, shall be binding and conclusive on all persons for all purposes.
1.2.3 The Company hereby agrees to indemnify and hold harmless each
Board or Committee member and each employee of the Company, and the estate and
heirs of such Board or Committee member or employee, against all claims,
liabilities, expenses, penalties, damages or other pecuniary losses, including
legal fees, which such Board or Committee member or employee, his or her estate
or heirs may suffer as a result of his or her responsibilities, obligations or
duties in connection with the Plan, to the extent that insurance, if any, does
not cover the payment of such items. No member of the Board or Committee shall
be liable for any action or determination made in good faith with respect to the
Plan or any Award or Stock Option granted pursuant to the Plan.
1.3 Eligibility and Participation.
------------------------------
Employees eligible under the Plan shall be approved by the Board or
Committee from those Employees who, in the opinion of the management of the
Company, are in positions which enable them to make significant and
extraordinary contributions to the long-term performance and growth of the
Company. In selecting Employees to whom Stock Options or Awards may be granted,
consideration shall be given to factors such as employment position, duties and
responsibilities, ability, productivity, length of service, morale, interest in
the Company and recommendations of supervisors. No member of the Committee
shall be eligible to participate under the Plan or under any other Company plan
if such participation would contravene the standard of paragraph 1.2.1 above
relating to "disinterested persons".
1.4 Shares Subject to the Plan.
---------------------------
The maximum number of shares of Common Stock that may be issued pursuant to
the Plan shall be One Million (1,000,000) subject to the adjustment pursuant to
the provisions of paragraph 4.1. If shares of Common Stock awarded or issued
under the Plan are reacquired by the Company due to a forfeiture or for any
other reason, such shares shall be cancelled and thereafter shall again be
available for purposes of the Plan. If a Stock Option expires, terminates or is
cancelled for any reason without having been exercised in full, the shares of
Common Stock not purchased thereunder shall again be available for purposes of
the Plan.
2. PROVISIONS RELATING TO STOCK OPTIONS
------------------------------------
2.1 Grants of Stock Options.
------------------------
The Board or Committee may grant Stock Options in such amounts, at such
times, and to such Employees nominated by the management of the Company as the
Board or Committee, in its discretion, may determine. Stock Options granted
under the Plan shall constitute "incentive stock options" within the meaning of
Section 422 of the Code, if so designated by the Board or Committee on the date
of grant. The Board or Committee shall also have the discretion to grant Stock
Options which do not constitute incentive stock options, and any such Stock
Options shall be designated non-statutory stock options by the Board or
Committee on the date of grant. The aggregate fair market value (determine as
of the time an incentive stock option is granted) of the Common Stock with
respect to which incentive stock options are exercisable for the first time by
any Employee during any one calendar year (under all plans of the Company and
any parent or Subsidiary of the Company) may not exceed a maximum amount
permitted under Section 422 of the Code (currently one hundred thousand dollars
($100,000)). Non-statutory stock options shall not be subject to the
limitations relating to incentive stock options contained in the preceding
sentence. Each Stock Option shall be evidenced by a written agreement ("Option
Agreement") in a form approved by the Board or Committee, which shall be
executed on behalf of the Company and by the Employee to whom the Stock Option
is granted, and which shall be executed on behalf of the Company and by the
conditions of this Plan. In the discretion of the Board or Committee, Stock
Options may include provisions (which need not be uniform), authorized by the
Board or Committee in its discretion, that accelerate an Employee's rights to
exercise Stock Options following a "Change in Control", upon termination of such
Employee employment by the Company without "Cause" or by the Employee for "Good
Reason", as such terms are defined in paragraph 3.1 hereof. The holder of a
Stock Option shall not be entitled to the privileges of stock ownership as to
any shares of Common Stock not actually issued to such holder.
2.2 Purchase Price.
---------------
The purchase price ("Exercise Price") of shares of Common Stock subject to
each Stock Option ("Option Shares") shall equal to at least the market price of
the Common Stock on the date of the grant, less any discount as deemed
appropriate by the Board or the Committee.
2.3 Option Period.
--------------
The Stock Option period ("Term") shall commence on the date of grant of the
Stock Option and shall be ten years or such shorter period as determined by the
Board or Committee. Each Stock Option shall provide that it is exercisable over
its term in such periodic installments as the Board or Committee in its sole
discretion may determine. Such provisions need not be uniform. Notwithstanding
the foregoing, but subject to the provisions of paragraphs 1.2.2 and 2.1, Stock
Options granted to Employees who are subject to the reporting requirements of
Section 16(a) of the Exchange Act ("Section 16 Reporting Persons") shall not be
exercisable until at least six months and one day from the date the Stock Option
is granted.
2.4 Exercise of Options.
--------------------
2.4.1 Each Stock Option may be exercised in whole or in part (but not
as to fractional shares) by delivering it for surrender or endorsement to the
Company, attention of the Corporate Secretary, at the principal office of the
Company, together with payment of the Exercise Price and an executed Notice and
Agreement of Exercise in the form prescribed by paragraph 2.4.2. Payment may be
made (i) in cash, (ii) by cashier's or certified cheque, (iii) by surrender of
previously owned shares of the Company's Common Stock valued pursuant to
paragraph 2.2 (if the Board or Committee authorizes payment in stock in its
discretion), (iv) by withholding from the Option Shares which would otherwise be
issuable upon the exercise of the Stock Option that number of Option Shares
equal to the exercise price of the Stock Options, if such withholding is
authorized by the Board or Committee in its discretion, or (v) in the discretion
of the Board or Committee, by the delivery to the Company of the optionee's
promissory note secured by the Option Shares, bearing interest at a rate
sufficient to prevent the imputation of interest under Sections 483 or 1274 of
the Code, and having such other terms and conditions as may be satisfactorily to
the Board or Committee.
2.4.2 Exercise of each Stock Option is conditioned upon the agreement
of the Employee to the terms and conditions of this Plan and of such Stock
Option as evidenced by the Employee's executive and delivery of a Notice and
Agreement of Exercise in a form to be determined by the Board or Committee in
its discretion. Such Notice and Agreement of Exercise shall set forth the
agreement of the Employee that: (a) no Option Shares will be sold or otherwise
distributed in violation of the Securities Act of 1933, as amended ("Securities
Act"), or any other applicable federal or state securities laws, (b) each Option
Share certificate may be imprinted with legends reflecting any applicable
federal and state securities law restrictions and conditions, (c) the Company
may comply with said securities law restrictions and issue "stop transfer"
instructions to its transfer agent and registrar without liability, (d) if the
Employee is a Section 16 Reporting Person, the Employee will furnish to the
Company a copy of each Form 4 or Form 5 filed by said Employee and will timely
file all reports required under federal securities laws, and (e) the Employee
will report all sales of Option Shares to the Company in writing on a form
prescribed by the Company.
2.4.3 No Stock Option shall be exercisable unless and until any
applicable registration or qualification requirements of federal and state
securities laws, and all other legal requirements, have been fully complied
with. The Company will use reasonable efforts to maintain the effectiveness of
a Registration Statement under the Securities Act for the issuance of Stock
Options and shares acquired thereunder, but there may be times when no such
Registration Statement will be currently effective. The exercise of Stock
Options may be temporarily suspended without liability to the Company during
times when no such Registration Statement is currently effective, or during
times when, in the reasonable opinion of the Board or Committee, such suspension
is necessary to preclude violation of any requirements of applicable law or
regulatory bodies having jurisdiction over the Company. If any Stock Option
would expire for any reason except the end of its term during such a suspension,
then if exercise of such Stock Option is duly tendered before its expiration,
such Stock Option shall be exercisable and exercised (unless the attempted
exercise is withdrawn) as of the first day after the end of such suspension.
The Company shall have no obligation to file any Registration Statement covering
resales of Option Shares.
2.5 Continuous Employment.
----------------------
Except as provided in paragraph 2.7 below, an Employee may not exercise a
Stock Option unless from the date of grant to the date of exercise such Employee
remains continuously in the employ of the Company. For purposes of this
paragraph 2.5, the period of continuous employment of an Employee with the
Company shall be deemed to include (without extending the term of the Stock
Option) any period during which such Employee is on leave of absence with the
consent of the Company, provided that such leave of absence shall not exceed
ninety (90) days and that such Employee returns to the employ of the Company at
the expiration of such leave of absence. If such Employee fails to return to
the employ of the Company at the expiration of such leave of absence, such
Employee's employment with the Company shall be deemed terminated as of the date
of such leave of absence commenced. The continuous employment of an Employee
with the Company shall also be deemed to include any period during which such
Employee is a member of the Armed Forces of the United States, provided such
Employee returns to the employ of the Company within ninety (90) days (or such
longer period as may be prescribed by law) form the date such Employee first
becomes entitled to discharge, such Employee's employment with the Company shall
be deemed to have terminated as of the date of such Employee's military service
ended.
2.6 Restrictions on Transfer.
-------------------------
Each Stock Option granted under this Plan shall be transferable only by
will or the laws of descent and distribution. No interest of any Employee under
the Plan shall be subject to attachment, execution, garnishment, sequestration,
the laws of bankruptcy or any other legal or equitable process. Each Stock
Option granted under this Plan shall be exercisable during an Employee's
lifetime only by such Employee or by such Employee's legal representative.
2.7 Termination of Employment.
--------------------------
2.7.1 Upon an Employee's Retirement, Disability (both terms being
defined below) or death, (a) all Stock Options to the extend then presently
exercisable shall remain in full force and effect and may be exercised pursuant
to the provisions thereof, including expiration at the end of the fixed term
thereof, and (b) unless otherwise provided by the Board or Committee, all Stock
Options to the extent not then presently exercisable by such Employee shall
terminate as of the date of such termination of employment and shall not be
exercisable thereafter.
2.7.2 Upon the termination of the employment of an Employee with the
Company for any reason other than the reasons set forth in paragraph 2.7.1
hereof, (a) all Stock Options to the extent then presently exercisable by such
Employee shall remain exercisable only for a period of ninety (90) days after
the date of such termination of employment (except that the ninety (90) day
period shall be extended to twelve (12) months if the Employee shall die during
such ninety (90) day period), and may be exercised pursuant to the provisions
thereof, including expiration at the end of the fixed term thereof, and (b)
unless otherwise provided by the Board or Committee, all Stock Options to the
extent not then presently exercisable by such Employee shall terminate as of the
date of such termination of employment and shall not be exercisable thereafter.
2.7.3 For purposes of this Plan:
(a) "Retirement" shall mean an Employee's retirement from the
employ of the Company on or after the date on which such Employee attains the
age of sixty-five (65) years; and
(b) "Disability" shall mean total and permanent incapacity of an
Employee, due to physical or legally established mental incompetence, to perform
the usual duties of such Employee's employment with the Company, which
disability shall be determined: (i) on medical evidence by a licensed physician
designated by the Board or Committee, or (ii) on evidence that the Employee has
become entitled to receive primary benefits as a disabled employee under the
Social Security Act in effect on the date of such disability.
3. PROVISIONS RELATING TO AWARDS
3.1 Grant of Awards.
----------------
Subject to the provisions of the Plan, the Board or Committee shall have
full and complete authority, in its discretion, but subject to the express
provisions of this Plan, to (i) grant Awards pursuant to the Plan, (ii)
determine the number of shares of Common Stock subject to each Award ("Award
Shares"), (iii) determine the terms and conditions (which need not be identical)
of each Award, including the consideration (if any) to be paid by the Employee
for such Common stock, which may, in the Board's or Committee's discretion,
consist of a grant of shares of Common Stock subject to a restriction period
(after which the restrictions shall lapse), which shall be a period commencing
on the date the award is granted and ending on such date as the Board or
Committee shall determine ("Restriction Period"). The Board or Committee may
provide for the lapse of restrictions in installments, for acceleration of the
lapse of restrictions upon the satisfaction of such performance, or other
criteria or upon the occurrence of such events as the Board or Committee shall
determine, and for the early expiration of the Restriction Period upon an
Employee's death, Disability or Retirement as defined in paragraph 2.7.2, or
following a Change of Control, upon termination of an Employee's employment by
the Company without "Cause" or by the Employee for "Good Reason", as those terms
are defined herein.
In addition to the above, any person who receives Award Shares may only
sell shares of Common Stock pursuant to the volume and certain other limitations
of Rule 144 under the Securities Act of 1933, as amended (the "Securities Act"),
for a period of one (1) year or by complying with the registration requirements
of the Securities Act; non-affiliates shall not be subject to such limitations
after holding Common Stock for a period of two years. The volume, manner of
sale and notice provisions of Rule 144 are applicable to any resale of Common
Stock. In addition, Section 16 of the Exchange Act may limit an affiliate's
right to resell shares or impose reporting obligations upon any such resale.
All such persons should consult the Company's counsel concerning their status as
affiliates and the applicability of Rule 144 and Section 16 before selling any
Company Common Stock. An "affiliate" is generally defined under the Securities
Act as an officer, director, ten percent (10%) shareholder, or other control
person, including, in some cases, certain officers and directors of
Subsidiaries.
"Change of Control" shall be deemed to occur (a) on the date the Company
first has actual knowledge that any person (as such term is used in Sections
13(d) and 14(d)(2) of the Exchange Act) ahs become the beneficial owner (as
defined in Rule 13(d)-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing forty percent (40%) or more of the
combined voting power of the Company's then outstanding securities, or (b) on
the date the shareholders of the Company approve (i) a merger of the Company
with or into any other corporation in which the Company is not the surviving
corporation or in which the Company survives as a subsidiary of another
corporation, (ii) a consolidation of the Company with any other corporation, or
(iii) the sale or disposition of all or substantially all of the Company's
assets or a plan of complete liquidation.
"Cause", when used with reference to termination of the employment of an
Employee by the Company for "Cause", shall mean:
(a) the Employee's continuing willful and material breach of his or her
duties to the Company after he or she receives a demand from the Chief Executive
of the Company specifying the manner in which he or she has willfully and
materially breached such duties, other than any such failure resulting from
Disability of the Employee or his or her resignation for "Good Reason", as
defined herein; or
(b) the conviction of the Employee of a felony; or
(c) the Employee's commission of fraud in the course of his or her
employment with the Company, such as embezzlement or other material and
intentional violation of law against the Company; or
(d) the Employee's gross misconduct causing material harm to the
Company.
"Good Reason" shall mean any one or more of the following, occurring
following or in connection with a Change of Control and within 90 days prior to
the Employee's resignation, unless the Employee shall have consented thereto in
writing:
(a) the assignment to the Employee of duties inconsistent with his or
her executive status prior to the Change of Control or a substantive change in
the officers to whom he or she reports from the officer or officers to whom he
or she reported immediately prior to the Change of Control; or
(b) the elimination or reassignment of a majority of the duties and
responsibilities that were assigned to the Employee immediately prior to the
Change of Control; or
(c) a reduction by the Company in the Employee's annual base salary as
in effect immediately prior to the Change of Control; or
(d) the Company's requiring the Employee to be based outside a 35-mile
radius from his or her place of employment immediately prior to the Change of
Control, except for required travel on the Company's business to an extent
substantially consistent with the Employee's business travel obligations
immediately prior to the Change of Control; or
(e) the failure of the Company to grant the Employee a performance
bonus reasonably equivalent to the same percentage of salary the Employee
normally received prior to the Change of Control, given comparable performance
by the Company and the Employee; or
(f) the failure of the Company to obtain a satisfactory Assumption
Agreement (as defined in paragraph 4.12 of the Plan) from a successor, or the
failure of such successor to perform such Assumption Agreement.
3.2 Incentive Agreements.
---------------------
Each Award granted under the Plan shall be evidenced by a written agreement
(an "Incentive Agreement") in a form approve by the Board or Committee and
executed by the Company and the Employee to whom the Award is granted. Each
Incentive Agreement shall be subject to the terms and conditions of the Plan and
other such terms and conditions as the Board or Committee may specify.
3.3 Waiver of Restrictions.
-----------------------
The Board or Committee may modify or amend any Award under the Plan or
waive any restrictions or conditions applicable to such Awards; provided,
however, that the Board or Committee may not undertake any such modifications,
amendments or waivers in the effect thereof materially increases the benefits to
any Employee, or adversely affects the rights of any Employee without his or her
consent.
3.4 Terms and Conditions of Awards.
-------------------------------
3.4.1 Upon receipt of an Award of shares of Common Stock under the
Plan, even during the Restriction Period, an Employee shall be the holder of
record of the shares and shall have all the rights of a shareholder with respect
to such shares, subject to the terms and conditions of the Plan and the Award.
3.4.2 Except as otherwise provided in this paragraph 3.4, no shares of
Common Stock received pursuant to the Plan shall be sold, exchanged,
transferred, pledged, hypothecated or otherwise disposed of during the
Restriction Period applicable to such shares. Any purported disposition of such
Common Stock in violation of this paragraph 3.4.2 shall be null and void.
3.4.3 If an Employee's employment with the Company terminates prior to
the expiration of the Restricted Period for an Award, subject to any provisions
of the Award with respect to the Employee's death, Disability or Retirement, or
Change of Control, all shares of Common Stock subject to the Award shall be
immediately forfeited by the Employee and reacquired by the Company, and the
Employee shall have no further rights with respect to the Award. In the
discretion of the Board or Committee, an Incentive Agreement may provide that,
upon the forfeiture by the Employee and reacquired by the Company, and the
Employee shall have no further rights with respect to the Award. In the
discretion of the Board of Committee, and Incentive Agreement may provide that,
upon the forfeiture by an Employee of Award Shares, the Company shall repay to
the Employee the consideration (if any) which the Employee paid for the Award.
In the discretion of the Board or Committee, an Incentive Agreement may also
provide that such repayment shall include an interest factor on such
consideration from the date of the grant of the Award to the date of such
repayment.
3.4.4 The Board or Committee may require under such terms and
conditions as it deems appropriate or desirable that (i) the certificates for
Common Stock delivered under the Plan are to be held in custody by the Company
or a person or institution designated by the Company until the Restriction
Period expires, (ii) such certificates shall bear a legend referring to the
restrictions on the Common Stock pursuant to the Plan, and (iii) the Employee
shall have delivered to the Company a stock power endorsed in blank relating to
the Common Stock.
4. MISCELLANEOUS PROVISIONS
4.1 Adjustments Upon Change In Capitalization.
------------------------------------------
4.1.1 The number and class of shares subject to each outstanding Stock
Option, the Exercise Price thereof (but not the total price), the maximum number
of Stock Options that may be granted under the Plan, the minimum number of
shares as to which a Stock Option may be exercised at any one time, and the
number and class of shares subject to each outstanding Award, shall be
proportionately adjusted in the event of any increase or decrease in the number
of the issued shares of Common Stock which results from a split-up or
consolidation of shares, payment of a stock dividend or dividends exceeding a
total of five percent (5%) for which the record dates occur in any one fiscal
year, a recapitalization (other than the conversion of convertible securities
according to their terms), a combination of shares or other like capital
adjustment, so that (i) upon exercise of the Stock Option, the Employee shall
receive the number and class of shares such Employee would have received had
such Employee been the holder of the number of shares of Common Stock for which
the Stock Option is being exercised upon the date of such change or increase or
decrease in the number of issued shares of the Company, and (ii) upon the lapse
of restrictions of the Award Shares, the Employee shall receive the number and
class of shares such Employee would have received if the restrictions on the
Award Shares had lapsed on the date of such change or increase or decrease in
the number of issued shares of the Company.
4.1.2 Upon reorganization, merger or consolidation of the Company with
one or more corporations as a result of which the Company is not the surviving
corporation or in which the Company survives as a wholly-owned subsidiary of
another corporation, or upon a sale of all or substantially all of the property
of the Company to another corporation, or any dividend or distribution to
shareholders of more than ten percent (10%) of the Company's assets, adequate
adjustment or other provisions shall be made by the Company or other party to
such transaction so that there shall remain and/or be substituted for the Option
Shares and Award Shares provided for herein, the shares, securities or assets
which would have been issuable or payable in respect of or in exchange for such
Option Shares and Award Shares then remaining, as if the Employee had been the
owner of such shares as of the applicable date. Any securities so substituted
shall be subject to similar successive adjustments.
4.2 Withholding Taxes.
------------------
The Company shall have the right at the time of exercise of any Stock
Option, the grant of an Award, or the lapse of restrictions on Award Shares, to
make adequate provision for any federal, state, local or foreign taxes which it
believes are or may be required by law to be withheld with respect to such
exercise ("Tax Liability"), to ensure the payment of any such Tax Liability.
The Company may provide for the payment of any Tax Liability by any of the
following means or a combination of such means, as determined by the Board or
Committee in its sole and absolute discretion in the particular case: (i) by
requiring the Employee to tender a cash payment to the Company, (ii) by
withholding from the Employee's salary, (iii) by withholding from the Option
Shares which would otherwise be issuable upon exercise of the Stock Option, or
from the Award Shares on their grant or date of lapse or restrictions, that
number of Option Shares or Award Shares having an aggregate fair market value
(determined in the manner prescribed by paragraph 2.2) as of the date the
withholding tax obligation arises in an amount which is equal to the Employee's
Tax Liability or (iv) by any other method deemed appropriate by the Board or
Committee. Satisfaction of the Tax Liability of a Section 16 Reporting Person
may be made by the method of payment specified in clause (iii) above only if the
following two conditions are satisfied:
(a) the withholding of Option Shares or Award Shares and the exercise
of the related Stock Option occur at least six months and one day following the
date of grant of such Stock Option or Award; and
(b) the withholding of Option Shares or Award Shares is made either (i)
pursuant to any irrevocable election ("Withholding Election") made by such
Employee at least six (6) months in advance of the withholding of Option Shares
or Award Shares, or (ii) on a day within a ten (10) day "window period"
beginning on the third (3rd) business day following the date of release of the
Company's quarterly or annual summary statement of sales and earnings.
Anything herein to the contrary notwithstanding, a Withholding Election may be
disapproved by the Board or Committee at any time.
4.3 Relationship to Other Employee Benefit Plans.
---------------------------------------------
Stock Options and Awards granted hereunder shall not be deemed to be salary
or other compensation to any Employee for purposes of any pension, thrift,
profit-sharing, stock purchase or any other employee benefit plan now maintained
or hereafter adopted by the Company.
4.4 Amendments and Termination.
---------------------------
The Board may at any time suspend, amend or terminate this Plan. No
amendment, except as provided in paragraph 2.8, or modification of this Plan may
be adopted, except subject to stockholder approval, which would: (a) materially
increase the benefits accruing to Employees under this Plan, (b) materially
increase the number of securities which may be issued under this Plan (except
for adjustments pursuant to paragraph 4.1 hereof), or (c) materially modify the
requirements as to eligibility for participation in the Plan.
4.5 Successors in Interest.
-----------------------
The provisions of this Plan and the actions of the Board or Committee shall
be binding upon all heirs, successors and assigns of the Company and of the
Employees.
4.6 Other Documents.
----------------
All documents prepared, executed or delivered in connection with this Plan
(including, without limitation, Option Agreements and Incentive Agreements)
shall be, in substance and form, as established and modified by the Board or
Committee; provided, however, that all such documents shall be subject in every
respect to the provisions of this Plan, and in the event of any conflict between
the terms of any such document and this Plan, the provisions of this Plan shall
prevail.
4.7 No Obligation to Continue Employment.
-------------------------------------
This Plan and grants hereunder shall not impose any obligation on the
Company to continue to employ and Employee. Moreover, no provision of this Plan
or any document executed or delivered pursuant to this Plan shall be deemed
modified in any way by any employment contract between an Employee (or other
employee) and the Company.
4.8 Misconduct of an Employee.
--------------------------
Notwithstanding any other provision of this Plan, if an Employee commits
fraud or dishonesty toward the Company or wrongfully uses or discloses any trade
secret, confidential data or other information proprietary to the Company, or
intentionally takes any other action materially inimical to the best interests
of the Company, as determined by the Board or Committee, in its sole and
absolute discretion, such Employee shall forfeit all rights and benefits under
this Plan.
4.9 Term of Plan.
-------------
This Plan was adopted by the Board effective January 1, 2002, pending
shareholder approval. No Stock Options or Awards may be granted under this Plan
after December 31, 2012.
4.10 Governing Law.
--------------
This Plan shall be construed in accordance with, and governed by, the laws
of the State of Nevada.
4.11 Shareholder Approval.
---------------------
No Stock Option shall be exercisable, or Award granted, unless and until
the shareholders of the Company have approved this Plan and all other legal
requirements have been fully complied with.
4.12 Assumption Agreements.
----------------------
The Company will require each successor, (direct or indirect, whether by
purchase, merger, consolidation or otherwise), to all or substantially all of
the business or assets of the Company, prior to the consummation of each such
transaction, to assume and agree to perform the terms and provisions remaining
to be performed by the Company under each Incentive Agreement and Stock Option
and to preserve the benefits to the Employees thereunder. Such assumption and
agreement shall be set forth in a written agreement in form and substance
satisfactory to the Board or Committee (an "Assumption Agreement"), and shall
include such adjustments, if any, in the application of the provisions of the
Incentive Agreements and Stock Options and such additional benefits to the
Employees. Without limiting the generality of the foregoing, the Board or
Committee may require an Assumption Agreement to include satisfactory
undertakings by a successor:
(a) to provide liquidity to the Employees at the end of the Restriction
Period applicable to Common Stock awarded to them under the Plan, or on the
exercise of Stock Options;
(b) if the succession occurs before the expiration of any period
specified in the Incentive Agreements for satisfaction of performance criteria
applicable to the Common Stock awarded thereunder, to refrain from interfering
with the Company's ability to satisfy such performance criteria or to agree to
modify such performance criteria and/or waive any criteria that cannot be
satisfied as a result of the succession;
(c) to require any future successor to enter into an Assumption
Agreement; and
(d) to take or refrain from taking such other actions as the Board or
Committee may require and approve, in its discretion.
The Committee referred to in this paragraph 4.12 is the Committee appointed by
the Board in office prior to the succession then under consideration.
4.13 Compliance With Rule 16b-3.
--------------------------
Transactions under the Plan are intended to comply with all applicable
conditions of Rule 16b-3. To the extent that any provision of the Plan or
action by the Board or Committee fails to so comply, it shall be deemed null and
void, to the extent permitted by law and deemed advisable by the Board or
Committee.
IN WITNESS WHEREOF, this Plan has been executed as of the 1st day of
January, 2002.
NORTH PACIFIC CAPITAL CORP.
By: /s/ Michael Dearden
- ------------------------
Michael Dearden, President
P R O X Y
NORTH PACIFIC CAPITAL CORP.
Annual Meeting of Shareholders To Be Held December 19, 2001
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. The undersigned
hereby appoints Michael Dearden as proxy of the undersigned, with full power of
substitution, and hereby authorizes him to represent and to vote at the Annual
Meeting of Shareholder of North Pacific Capital Corp. (the "Company") to be held
on December 19, 2001, as designated below, all of the common stock of the
Company held of record by the undersigned on December 9, 2001 at Suite 210 - 815
West Hastings Street, Vancouver, BC, V6T 2B4, at 10:00am for matters that
properly may come before the meeting or any adjournment thereof.
1. ELECTION OF DIRECTORS (circle one):
FOR WITHHOLD AUTHORITY
all nominees listed below to vote for all nominees listed below
Michael Dearden
Griffin Jones
Pat Fitzsimmons
Greg Protti
Karim Lakhani
Brandon Douglas
2. TO APPROVE THE SELECTION OF LABONTE & COMPANY AS THE COMPANY'S
INDEPENDENT ACCOUNTING FIRM FOR THE CURRENT FISCAL YEAR (circle one).
FOR AGAINST ABSTAIN
3. TO APPROVE THE 2001 STOCK INCENTIVE PLAN (circle one).
FOR AGAINST ABSTAIN
4. TO APPROVE THE COMPANY'S NAME CHANGE TO "SCHOOLWEB SYSTEMS INC." (circle
one).
FOR AGAINST ABSTAIN
This proxy will be voted as specified. IF NO SPECIFICATION IS GIVEN, THIS PROXY
WILL BE VOTED FOR THE PROPOSALS SET FORTH ABOVE. The undersigned hereby
acknowledges receipt of the Notice of Annual Meeting of Shareholders of North
Pacific Capital Corp. to be held on December 19, 2001 and the Proxy Statement of
such meeting.
Dated: _________________, 2001 ____________________________________
(Print Name of Shareholder)
____________________________________
(Signature of Shareholder)
Note: Please sign exactly as name appears on stock certificate (as indicated
on reverse side). All joint owners should sign. When signing as personal
representative, executor, administrator, attorney, trustee or guardian, please
give full title as such. If a corporation, please sign in full corporation name
by President or other authorized person. If a partnership, please sign in
partnership name by a partner.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.