UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C., 20549
Form S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
Commission file number 000-25523
ANONYMOUS DATA CORPORATION
(Exact name of registrant as specified in charter)
Nevada 86-085772
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
6170 W. Desert Inn
Las Vegas, Nevada 89146
(Address of Principal Executive Office) (Zip Code)
Consultant Stock Compensation Plan
(Full Title of the Plan)
(702) 221-0756
(Registrant's Telephone Number, Including Area Code)
James E. Beecham, President
6170 W. Desert Inn
Las Vegas, Nevada 89146
(Name and Address of Agent for Service)
Title of Securities Amount to Proposed Proposed Amount of
to be registered be maximum maximum registration
registered Offering aggregate fee
price per offering
share(2) price
Common Stock (1) 1,020,000 1.6375 $1,670,250 $440.95
1 Represents up to 1,020,000 shares of common stock to be offered for
resale by the persons indicated in the prospectus included as part of this
Registration Statement, in addition to the additional shares offered herein.
2 Calculated in accordance with Rule 457(h)(1) using the 5-day average of
the bid and asked prices for the common stock on March 17, 2000.
PROSPECTUS The date of this Prospectus is March 20, 2000
ANONYMOUS DATA CORPORATION
Up to 1,020,000 Shares of Common Stock
Received by Directors, Officers, Consultants and Employees
Under the Company's Consultant and Employee Stock
Compensation Plan and Reoffered by Means of this Prospectus
To Be Sold Either Privately or Through a Broker Transaction
Selling shareholders of Anonymous Data Corporation ("Company") will offer
their shares through the over-the-counter market or through NASDAQ, if the
Company's common stock is then included for quotation on NASDAQ. Selling
shareholders, if control persons, are required to sell their shares in
accordance with the volume limitations of Rule 144 under the Securities Act
of 1933, which limits sales by each selling shareholder in any one month
period to the greater of 1% of the total outstanding common stock (or
approximately 113,807 shares after the issuance of the shares herein) or the
average weekly trading volume of the Company's common stock during the four
calendar weeks immediately preceding such sale. It is expected that brokers
and dealers effecting transactions will be paid the normal and customary
commissions for market transactions; however the Shares may be sold in a
private transaction.
The Company's Common Stock is currently quoted on the National Associations
of Securities Dealers ("NASD") Over-the-Counter Bulletin Board ("OTCBB")
under the symbol "ANYD". On March 17, 2000, the closing bid and ask prices
of shares of Common Stock of the Company were $1.50 and $1.8125,
respectively. However, the Company considers its Common Stock to be thinly
traded and, as a result, any reported sales prices may not be a true market-
based valuation of the Common Stock.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED ON THE ACCURACY OR THE
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
No person has been authorized by the Company to give any information or to
make any representation other than as contained in this Prospectus and, if
given or made, such information or representation must not be relied upon as
having been authorized by the Company. Neither the delivery of this
Prospectus nor any distribution of the shares of the Common Stock issuable
under the terms of the Plan shall, under any circumstances, create any
implication that there has been no change in the affairs of the Company since
the date hereof.
This Prospectus does not constitute an offer to sell securities in any state
to any person to whom it is unlawful to make such offer in such state.
The securities offered hereby involve a high degree of risk. See "Risk
Factors."
SUMMARY OF PROSPECTUS
Item 1.
The Company
This prospectus accompanies reoffers by consultants and employees of the
Company of shares of common stock received through the Company's Consultant
and Employee Compensation Plan. The Company, pursuant to the S-8
Registration, dated this same date, has registered 1,020,000 of the Company's
common stock, which shares are to be issued pursuant to the Company's
Consultant and Employee Compensation Plan. The Company's principal offices
are located at 6170 W. Desert Inn, Las Vegas, Nevada, 89146, telephone number
(702) 221-0756.
RISK FACTORS
The purchase of the securities offered hereby is subject to risk. Investors
should evaluate these risk factors carefully.
Need for Additional Financing. There is no assurance that such sales will
continue as they have in the past, or will increase in the future. In order
to succeed the Company may require additional capital for working capital and
for marketing. There can be no assurance that such financing will be
available, when required, on acceptable terms.
Markets Uncertain. Despite the business experience of the officers,
directors, and principal shareholders of the Company, and the Company's
products there can be no assurance that markets for the Company's products
will continue to be sizable enough to permit the Company to operate
profitably.
Reliance on Management. All decisions with respect to the management of the
Company will be made exclusively by its officers and directors. To a large
extent, the success of the Company will depend upon the quality of the
management provided by its officers and directors.
Dependence upon Key Personnel. The success of the Company will be largely
dependent on the personal efforts of key employees, officers, and directors,
who are responsible for the development of the business of the Company. If
any of the key employees, officers or directors should, for whatever the
reason, cease to serve the Company, the Company may find it difficult to find
replacements within a short time frame, and thus, the Company's ability to
meet its goals could be adversely affected.
Company Capitalization. To the extent that the funding may be insufficient to
meet expenses, the Company may be required to obtain the funds through
additional borrowings by raising funds through selling equity interests in
the Company. Management believes that operating profits can be generated,
but both the production of intellectual properties and any return to
Shareholders may take considerably longer than anticipated.
PART I
Item 2.
General
Anonymous Data Corporation, a Nevada corporation (the "Company" or
"ADC") formed in November 1996, is a development stage company engaged in
the business of data management using a biometric identification system. The
biometric identification system; (i) archives individual data, such as
medical educational information, for access by registered users through
rapid sorting using scanning of a portion of their anatomy as a preliminary
search method; and, (ii) permits a second method of identification of
individuals volunteering for payment as plasma donors.
The Company's principal executive offices are located at 6170 W. Desert
Inn, Las Vegas, Nevada, telephone (702) 221-0756.
Management
James E. Beecham, MD 51 Chairman of the Board
William M. Somers, OD 53 Director
James E. Beecham, MD. Founded Anonymous Data Corporation and as served as
Chairman of the Board since inception in November of 1996. From 1990 to
present Dr. Beecham has been a Physician/Pathologist at Laboratory Medicine
Consultants Laboratories, Inc. Dr. Beecham served as Vice President of
Laboratory Medicine Consultants Laboratories, Inc., a full service medical
laboratory located in Las Vegas, Nevada from its inception until it's sale
in 1997. Dr. Beecham is a member of the Board of Directors and full partner
in Laboratory Medicine Consultants, Ltd., a medical practice consisting of
12 pathologists located in Las Vegas, Nevada. Dr. Beecham received his
medical degree from the University of Florida School of Medicine in 1973. He
has been engaged in the full time practice of medicine in the specialty of
Pathology since his completion of a residency at the University of North
Carolina and University of Washington in 1978. Dr. Beecham spends
approximately 25% of his time on ADC related activities.
William M. Somers, OD has served as Director of Anonymous Data Corporation
since November, 1998. From 1994 until present William Somers, a Doctor of
Optometry has maintained a full time optometry practice in Las Vegas, Nevada.
He has held numerous committee positions throughout his career including the
Medicare Carrier Advisory Committee, the Nevada chapter of the American
Optometric Association and advisory board committee member and spokesman for
Vistakon (Johnson & Johnson contact lenses). He received his optometry degree
from the Southern California College of Optometry.
Legal Proceedings
On January 14, 2000 Asia Pacific, Inc., a Nevada Corporation, dba Laser
Barcode Solutions, filed a complaint in District Court in Clark County,
Nevada, Case Number A413603 Department XII against Anonymous Data Corporation
and the President James Beecham claiming Breach of Contract, Tortious Breach
of Contract and Negligent/Intentional Misrepresentation. The Company and Mr.
Beecham deny all allegations and have filed the Answer to Complaint on
February 24, 2000.
Properties.
Anonymous Data maintains its administrative offices at 6170 W. Desert
Inn, Las Vegas, Nevada 89146 under an annual lease of $3,000 per month for
approximately 1,500 square feet.
OFFERING SHAREHOLDERS
The following table lists the shares of Company common stock held by Norman
C. Barrett, Ulla I. Tischler, Debra M. Nicholson, Jonathan Burst, Bob
Klienfelter and Donald Stoecklein in proposing to sell their shares, the
percentage held by each, and the shares currently proposed to be reoffered by
them pursuant to this Prospectus.
Shareholder Number of New Shares Percent Percent of
Shares Offered Before Total After
Offering Offering
Norman C. Barrett 638,000 250,000 6% 8%
Ulla I. Tischler (1) 90,000 262,500 1% 3%
Debra M Nicholson 42,500 262,500 0% 3%
Jonathan Burst 50,000 200,000 0% 2%
Bob Klienfelter 1,000 10,000 0% 0%
Donald J. Stoecklein 0 35,000 0% 0%
TOTAL 1,020,000
(1) Includes interest held in other entities whereby Shareholder has a
controlling interest.
PART II
Item 3. Information with Respect to the Company
This prospectus is accompanied by the Company's Form 10SB, and its latest
10QSB Quarterly Reports filed subsequent thereto, for quarter ending
September 30, 1999. These Annual, Quarterly and Current Reports, as well as
all other reports filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, are hereby incorporated by
reference in this prospectus and may be obtained upon the oral or written
request of any person to the Company at 6170 W. Desert Inn, Las Vegas, Nevada
telephone number (702) 221-0756
Incorporation of Documents by Reference.
The registrant incorporates the following documents by reference in this
Registration Statement:
(a) The registrants Form 10SB filed August 31, 1999
(c) The registrants Quarterly Report on Form 10-QSB for the quarter ending
June 30, 1999 Pre Merger.
(d) The registrants Quarterly Report on Form 10-QSB for the quarter ending
September 30, 1999 Pre Merger
Item 4. Description of Securities
General
Common Stock
The Company's Articles of Incorporation authorizes the issuance of
100,000,000 shares of common stock, $0.001 par value per share, of which
10,360,660 shares were outstanding as of the date of this filing. Holders of
shares of common stock are entitled to one vote for each share on all matters
to be voted on by the stockholders and have no cumulative voting rights.
Holders of shares of common stock are entitled to share ratably in dividends,
if any, as may be declared, from time to time by the Board of Directors in
its discretion, from funds legally available therefore. In the event of a
liquidation, dissolution or winding up of the Company, the holders of shares
of common stock are entitled to share pro rata all assets remaining after
payment in full of all liabilities. Holders of common stock have no
preemptive rights to purchase the Company's common stock. There are no
conversion rights or redemption or sinking fund provisions with respect to
the common stock. All of the outstanding shares of common stock are validly
issued, fully paid and non-assessable.
Preferred Stock
The Company's Articles of Incorporation authorizes the issuance of
25,000,000 shares of preferred stock, $0.001 par value per share, of which no
shares were outstanding as of the date of this filing. The Preferred Stock
may be issued from time to time by the Board of Directors as shares of one or
more classes or series. Subject to the provisions of the Company's
Certificate of Incorporation and limitations imposed by law, the Board of
Directors is expressly authorized to adopt resolutions to issue the shares,
to fix the number of shares and to change the number of shares constituting
any series, and to provide for or change the voting powers, designations,
preferences and relative, participating, optional or other special rights,
qualifications, limitations or restrictions thereof, including dividend
rights (including whether dividends are cumulative), dividend rates, terms of
redemption (including sinking fund provisions), redemption prices, conversion
rights and liquidation preferences of the shares constituting any class or
series of the Preferred Stock, in each case without any further action or
vote by the stockholders.
One of the effects of undesignated Preferred Stock may be to enable the
Board of Directors to render more difficult or to discourage an attempt to
obtain control of the Company by means of a tender offer, proxy contest,
merger or otherwise, and thereby to protect the continuity of the Company's
management. The issuance of shares of Preferred Stock pursuant to the Board
of Director's authority described above may adversely affect the rights of
holders of common stock. For example, Preferred stock issued by the Company
may rank prior to the common Stock as to dividend rights, liquidation
preference or both, may have full or limited voting rights and may be
convertible into shares of common Stock. Accordingly, the issuance of shares
of preferred stock may discourage bids for the common Stock at a premium or
may otherwise adversely affect the market price of the common stock.
The Company has no plans to issue Preferred Stock.
Item 5. Interests of Named Experts and Counsel
NA
Item 6. Indemnification
The Articles of Incorporation for the Company do contain provisions for
indemnification of the officers and directors; in addition, Section 78.751 of
the Nevada General Corporation Laws provides as follows:
78.751 Indemnification of officers, directors, employees and agents;
advance of expenses.
1. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, including attorney's
fees, judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with the action, suit or proceeding if he acted
in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, does not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the corporation, and that, with respect
to any criminal action or proceeding, he had reasonable cause to believe that
his conduct was unlawful.
2. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that he is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses,
including amounts paid in settlement and attorneys' fees actually and
reasonably incurred by him in connection with the defense or settlement of
the action or suit if he acted in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation. Indemnification may not be made for any claim, issue or matter
as to which such a person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable to the
corporation or for amounts paid in settlement to the corporation, unless and
only to the extent that the court in which the action or suit was brought or
other court of competent jurisdiction determines upon application that in
view of all the circumstances of the case, the person is fairly and
reasonably entitled to indemnity for such expenses as the court deems proper.
3. To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections 1 and 2, or in defense
of any claim, issue or matter therein, he must be indemnified by the
corporation against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection with the defense.
4. Any indemnification under subsections 1 and 2, unless ordered by a
court or advanced pursuant to subsection 5, must be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances. The determination must be made:
(a) By the stockholders:
(b) By the board of directors by majority vote of a quorum consisting o
directors who were not parties to act, suit or proceeding;
(c) If a majority vote of a quorum consisting of directors who were not
parties to the act, suit or proceeding so orders, by independent legal
counsel in a written opinion; or
(d) If a quorum consisting of directors who were not parties to the act,
suit or proceeding cannot to obtained, by independent legal counsel in a
written opinion; or
5. The articles of incorporation, the bylaws or an agreement made by
the corporation may provide that the expenses of officers and directors
incurred in defending a civil or criminal, suit or proceeding must be paid by
the corporation as they are incurred and in advance of the final disposition
of the action, suit or proceeding, upon receipt of an undertaking by or on
behalf of the director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he is not entitled to be
indemnified by corporation. The provisions of this subsection do not affect
any rights to advancement of expenses to which corporate personnel other than
the directors or officers may be entitled under any contract or otherwise by
law.
6. The indemnification and advancement of expenses authorized in or
ordered by a court pursuant to this section:
(a) Does not exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under the articles
of incorporation or any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, for either an action in his official
capacity or an action in another capacity while holding his office, except
that indemnification, unless ordered by a court pursuant to subsection 2 or
for the advancement of expenses made pursuant to subsection 5, may not be
made to or on behalf of any director or officer if a final adjudication
establishes that his act or omissions involved intentional misconduct, fraud
or a knowing violation of the law and was material to the cause of action.
(b) Continues for a person who has ceased to be a director, officer,
employee or agent and inures to the benefit of the heirs, executors and
administrators of such a person.
Item 7. Exemption From Registration Claimed.
All of the shares were exempt from the registration requirements of the
Securities Act of 1933 as amended by virtue of Section 4(2) thereof covering
transactions not involving any public offering or not involving any "offer"
or "sale".
Item 8. Exhibits.
3.1 Articles of Incorporation of registrant (1).
3.2 Bylaws (2).
5 Opinion of Donald J. Stoecklein, Attorney-at-law, regarding legality of
shares being issued (3).
10 Consultant Stock Compensation Plan/Consultants Agreements (3).
__________________________________________
(1) Incorporated by reference from the registrants Registration Statement on
Form 10SB, File No. 000-25523;
(2) Incorporated by reference from the registrants Registration Statement on
Form 10SB, File No. 000-25523;
(3) Filed herewith.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information
set forth in the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement, including (but not limited to) any addition
or election of a managing underwriter.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities offered at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Company's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
referring to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the Company will, unless in the opinion of
its counsel that matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Act and will be governed
by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Las Vegas, State of Nevada, on this
24th day of March, 2000.
ANONYMOUS DATA CORPORATION
By : /s/ James Beecham
James E. Beecham, President
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities
indicated on March 24, 2000.
Signature Title Date
/s/ James Beecham President, March 24, 2000
James E. Beecham
/s/ William Sommers Director March 24, 2000
William Sommers
EXHIBIT 5
Opinion and Consent of
Donald J. Stoecklein
ATTORNEY AT LAW
Telephone (702) 794-2590
Facsimile (702) 794-0744
DONALD J. STOECKLEIN
Practice Limited to Federal Securities
1850 E. Flamingo Rd., Suite #111, Las Vegas, Nevada 89119
March 20, 2000
Mr. James Beecham
President
Anonymous Data Corporation
6170 W. Desert Inn
Las Vegas, NV 89146
RE: REGISTRATION STATEMENT ON FORM S-8
Dear Mr. Beecham:
You have requested our opinion as to the legality of the registration by you,
Anonymous Data Corporation (the "Corporation") of up to 1,020,000 shares of
Common Stock (the "shares") pursuant to a Registration Statement, dated March
17, 2000, on Form S-8 (the "Registration Statement") to be filed on March 21,
2000:
As your counsel we have reviewed and examined:
1. The Articles of Incorporation of the Corporation, as amended (the
"Articles");
2. The Bylaws of the Corporation, as certified by the Secretary of the
Corporation;
3. The Resolutions of the corporation authorizing the registration;
4. The minute book of the Corporation;
5. The registrants Form 10SB filed August 31, 1999
6. The registrants Quarterly Report on Form 10-QSB for the quarter ending
June 30, 1999
7. The registrants Quarterly Report on Form 10-QSB for the quarter ending
September 30, 1999
8. The Consultant and Employee Stock Compensation Plan; and
9. Such other matters as we have deemed relevant in order to form our
opinion.
In giving our opinion, we have assumed without investigation the authenticity
of any document or instrument submitted to us as an original, the conformity
to the original of any document or instrument submitted to us as a copy, and
the genuineness of all signatures on such originals or copies.
Based upon the foregoing, and subject to the qualifications set forth below,
we are of the opinion that the Shares, if issued and sold as described in the
Registration Statement (provided that at least par value is paid for the
shares): (i) will have been duly authorized, legally issued, fully paid and
nonassessable, (ii) when issued will be a valid and binding obligation of the
corporation, and (iii) do not require a permit from any governmental agency.
Our opinion is subject to the qualification that no opinion is expressed
herein as to the application of the state securities or Blue-Sky laws.
This Opinion is furnished by us as counsel to you and is solely for your
benefit. Neither this opinion nor copies hereof may be relied upon by,
delivered to, or quoted in whole or in part to any governmental agency or
other person without our prior written consent.
Notwithstanding the above, we consent to the use of our opinion in regards to
the Request to Transfer Agent for transfer of the above referred to shares.
Yours Very Truly,
/s/ Donald Stoecklein
Donald J. Stoecklein
s8opin.899
EXHIBIT 10
CONSULTANT AND EMPLOYEE STOCK OPTION PLAN
AMENDED AND RESTATED MARCH 2000 CONSULTANT
AND
EMPLOYEE STOCK COMPENSATION PLAN
Anonymous Data Corporation
I.
Purpose of the Plan.
The purpose of this Plan is to further the growth of Anonymous Data
Corporation("Anonymous") by allowing the Company to compensate officers,
directors, consultants and certain other persons providing bona fide services
to the Company or to compensate officers, directors and employees for accrual
of salary, through the award of Anonymous common stock.
II.
Definitions
Whenever used in this Plan, the following terms shall have the meanings set
forth in this Section:
1. "Award" means any grant of Common Stock made under this Plan.
2. "Board of Directors" means the Board of Directors of Anonymous.
3. "Code" means the Internal Revenue Code of 1986, as amended.
4. "Common Stock" means the common stock, par value $ .001 per share, of
Anonymous.
5. "Date of Grant" means the day the Board of Directors authorizes the grant
of an Award or such later date as may be specified by the Board of Directors
as the date a particular Award will become effective.
6. "Employee" means any person or entity that renders bona fide services to
the Company (including, without limitation, the following: a person employed
by the Company in a key capacity; an officer or director of Anonymous or one
or more Subsidiaries; a person or company engaged by the Company as a
consultant; or a lawyer, law firm, accountant or accounting firm.
7. "Subsidiary" means any corporation that is a subsidiary with regard to
Anonymous as that term is defined in Section 424(f) of the Code.
III.
Effective Date of the Plan
The effective date of this Amended Plan is March 17, 2000.
IV.
Administration of the Plan
The Board of Directors will be responsible for the administration of this
Plan, and will grant Awards under this Plan. Subject to the express
provisions of this Plan, the Board of Directors shall have full authority and
sole and absolute discretion to interpret this Plan, to prescribe, amend and
rescind rules and regulations relating to it, and to make all other
determinations which it believes to be necessary or advisable in
administering this Plan. The determinations of the Board of Directors on the
matters referred to in this Section shall be conclusive. The Board of
Directors shall have sole and absolute discretion to amend this Plan. No
member of the Board of Directors shall be liable for any act or omission in
connection with the administration of this Plan unless it resulted from the
member's willful misconduct.
V.
Stock Subject to the Plan
The maximum number of shares of Common Stock as to which Awards may be
granted under this Plan as of this date and subject to subsequent amendment
is 1,020,000 shares. The Common Stock which is issued on grant of awards may
be authorized but unissued shares or shares which have been issued and
reacquired by Anonymous. The Board of Directors may increase the maximum
number of shares of Common Stock as to which Awards may be granted at such
time as it deems advisable.
VI.
Persons Eligible to Receive Awards
Awards may be granted only to Employees, or Consultants of the Company, in
their individual capacity only.
VII.
Grants of Awards
Except as otherwise provided herein, the Board of Directors shall have
complete discretion to determine when and to which Employees or Consultants
Awards are to be granted, and the number of shares of Common Stock as to
which awards granted to each Employee or consultant will relate. No grant
will be made if, in the judgment of the Board of Directors, such a grant
would constitute a public distribution within the meaning of the Securities
Act of 1933, as amended (the "Act"), or the rules and regulations promulgated
thereunder. The Board of Directors upon approval of the issuance of shares
pursuant to this plan shall provide as an exhibit, the party to whom shares
are issued, and the number of shares issued.
VIII.
Delivery of Stock Certificates
As promptly as practicable after authorizing the grant of an Award Anonymous
shall deliver to the person who is the recipient of the Award, a certificate
or certificates registered in that person's name, representing the number of
shares of Common Stock that were granted.
IX.
Employment
Nothing in this Plan or in the grant of an Award shall confer upon any
Employee or consultant the right to continue in the employ of the Company nor
shall it interfere with or restrict in any way the rights of the Company to
discharge any employee at any time for any reason whatsoever, with or without
cause.
X.
Laws and Regulations
The obligation of Anonymous to sell and deliver shares of Common Stock on the
grant of an Award under this Plan shall be subject to the condition that
counsel for Anonymous be satisfied that the sale and delivery thereof will
not violate the Act or any other applicable laws, rules or regulations.
XI.
Withholding of Taxes
If subject to withholding tax, the Company shall be authorized to withhold
from an Employer's salary or other cash compensation such sums of money as
are necessary to pay the Employee's withholding tax. The Company may elect to
withhold from the shares to be issued hereunder a sufficient number of shares
to satisfy the Company's withholding obligations. If the Company becomes
required to pay withholding tax to any federal, state or other taxing
authority as a result of the granting of an Award and the Employee fails to
provide the Company with the funds with which to pay that withholding tax,
the Company may withhold up to 50% of each payment of salary or bonus to the
Employee (which will be in addition to any other required or permitted
withholding), until the Company has been reimbursed for the entire
withholding tax it was required to pay.
XII.
Reservation of Shares
Anonymous shall at all times keep reserved for issuance on grant of awards
under this Plan a number of authorized but unissued or reacquired shares of
Common Stock equal to the maximum number of shares Anonymous may be required
to be issued on the grant of Awards under this Plan.
XII.
Termination of the Plan
The Board of Directors may suspend or terminate this Plan at any time or from
time to time, but no such action shall adversely affect the rights of a
person granted an Award under this Plan prior to that date.
XIV.
Delivery of Plan
A Copy of this Plan shall be delivered to all participants, together with a
copy of the resolution or resolutions of the Board of Directors authorizing
the granting of the Award and establishing the terms, if any, of
participation.
No dealer, salesman, or any other person has been authorized by the Company
to give any information or to make any representations other than those
contained in this Prospectus in connection with the offering made hereby, and
if given or made, such information or representations must not be relied
upon. This Prospectus does not constitute an offer to sell or the
solicitation of an offer to buy any securities other than those specifically
offered hereby or an offer to sell, or a solicitation of an offer to buy, to
any person in any jurisdiction in which such offer or sale would be unlawful.
Neither the delivery of this Prospectus nor any sale made hereunder shall
under any circumstances create any implication that there has been no change
in the affairs of the Company since any of the dates as of which information
is furnished or since the date of this Prospectus.