As filed with the Securities and Exchange Commission on May __, 2002
Registration No. ___________________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement Under The Securities Act of 1933
GTDATA CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Nevada 87-0443026
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(State of Incorporation) (I.R.S. Employer Identification No.)
625 Cochran Street, Simi Valley, California 93065
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(Address, Including Zip Code, of Principal Executive Offices)
(805) 582-3600
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(Telephone Number, Including Area Code)
2001 Stock Option Plan
----------------------
(Full Title of the Plan)
Paracorp Incorporated
318 N. Carson Street
Carson City, Nevada 89701
-------------------------
(Name, Address and Telephone Number of Agent for Service)
Copy to:
Stacey L. Bowers
Messner & Reeves, LLC
1430 Wynkoop Street, Suite 400
Denver, Colorado 80202
(303)623-1800
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Amount to be Maximum Maximum Amount of
Registered(2) Offering Aggregate Registration
Title of Plan to Price Offering Fee
be Registered (1) Per Share(3) Price(3)
- --------------------------------------------------------------------------------
2001 Stock 10,000,000 $0.182 $1,820,000 $167.44
Option Plan
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(1) This registration statement covers the common stock issuable upon the
exercise of options issued under the 2001 Stock Option Plan of the registrant.
(2) This registration statement shall also cover an indeterminable number of
additional shares of common stock which may become issued under the 2001 Stock
Option Plan by reason of any stock dividend, stock split, re-capitalization or
any other similar transaction effected without the receipt of consideration
which results in an increase in the number of the registrant's outstanding
shares of common stock. (3) The Proposed Maximum Offering Price Per Share and
the Aggregate Offering Price are based upon the exercise price of the options in
accordance with Rule 457(h) of the Securities Act of 1933, as amended. These
amounts are calculated solely for the purposes of calculating the registration
fee pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended.
PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
Item 1. Plan Information.
The documents containing the information specified in Part I of Form
S-8 will be sent or given to participants as specified by Rule 428(b)(1) under
the Securities Act of 1933, as amended (the "Securities Act"). These documents
and the documents incorporated herein by reference pursuant to Item 3 of Part II
of this registration statement, taken together, constitute a prospectus that
meets the requirements of Section 10(a) of the Securities Act.
Item 2. Registration Information and Employee Plan Annual Information.
Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this registration statement (which documents
are incorporated by reference in the Section 10(a) prospectus), other documents
required to be delivered to eligible employees pursuant to Rule 428(b) or
additional information about the Plan are available without charge by
contacting: Secretary, GTDATA Corporation, 625 Cochran Street, Simi Valley,
California 93065, (508) 852-3600.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents and information previously filed by GTDATA
Corporation (the "Company"), with the Securities and Exchange Commission are
hereby incorporated by reference:
(1) The Company's Annual Report on Form 10-KSB filed with the
Securities and Exchange Commission on April 1, 2002; and
(2) The Company's Quarterly Report on Form 10-QSB filed with the
Securities and Exchange Commission on May 15, 2002.
All other reports and documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), after the date of this registration statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the date
of filing such documents. Any statement contained herein or in a document
incorporated or deemed to be incorporated herein by reference shall be deemed to
be modified or superseded for purposes of this registration statement and the
prospectus to the extent that a statement contained herein or in any
subsequently filed document which also is, or is deemed to be, incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement or the prospectus.
Item 4. Description of Securities.
Corporate Overview
GTDATA Corporation (the "Company") is a Nevada corporation. The Company
was originally incorporated on March 17, 1986, under the name Impressive
Ventures, Ltd. for the purpose of engaging in any lawful activity or business.
In January 1998, we changed our name to World Internetworks, Inc. and in
November 2001, we changed our name to GTDATA Corporation.
GT Data Corporation, a Delaware corporation ("GT Data Delaware") was
originally incorporated on April 14, 1998 according to the laws of Colorado. GT
Data Delaware was reincorporated according to the laws of Delaware on February
17, 2000. GT Data Delaware is engaged in the sale, repair and support service of
in-warranty and out-of-warranty computer peripheral devices for a variety of
large and small brand name manufacturers, through its wholly owned subsidiary
Technical Services and Logistics, Inc. ("TSLi").
On February 27, 2001, World Internetworks, Inc. ("WINS") entered into
an Agreement and Plan of Reorganization and Merger (the "Plan of Merger") with
GTD Acquisition, Inc. ("Newco") and GT Data Delaware. On March 20, 2001, and
pursuant to a Certificate filed with the Nevada Secretary of State, WINS
effected a 1 for 2 reverse split of all the outstanding shares of its common
stock, options and warrants. Immediately following the reverse split WINS had
250,000,000 shares authorized and 7,104,114 shares issued and outstanding.
Outstanding options and warrants were 224,500 and 815,000 respectively, after
the reverse split. On March 22, 2001, the Plan of Merger became effective (the
"Merger"). Under the Merger, Newco merged with and into GT Data Delaware, with
GT Data Delaware as the surviving subsidiary of the Company. Pursuant to the
Plan of Merger, all of the 7,688,403 outstanding series B preferred stock and
common stock of GT Data Delaware were exchanged for shares of WINS 1 for 1 on a
post-split basis and 750,000 shares were issued to Fairway Capital Partners,
LLC, a finder, in connection with the transaction. All of the outstanding shares
of Newco were converted into shares of GT Data Delaware as the surviving
corporation, with WINS as the sole holder of those shares. The transaction was
regarded as a reverse merger whereby GT Data Delaware was considered to be the
accounting acquirer as it retained control of WINS after the Merger. Pursuant to
the Plan of Merger, certain shareholders of GT Data Delaware agreed to surrender
7,165,931 shares of common stock prior to the consummation of the Merger.
Securities of the Company
The Company's capital stock consists of 250,000,000 shares of Common
Stock, $0.001 par value.
As of May 10, 2002, there were 16,062,517 shares of Common Stock
outstanding, held of record by 554 stockholders. Of the 16,062,517 shares of
Common Stock outstanding, 13,916,959 shares are restricted shares.
The holders of the Common Stock are entitled to one vote per share on
all matters to be voted upon by the stockholders. The shares of Common Stock do
not carry cumulative voting rights in the election of directors. The Common
Stock has no preemptive, subscription or conversion rights. There are no
redemption or sinking fund provisions applicable to the Common Stock.
Holders of Common Sock are entitled to receive on a pro rata basis any
dividends as may be declared by the board of directors of the Company out of
funds legally available. In the event of liquidation, dissolution or winding up
of the Company, holders of Common Stock are entitled to share ratably in all
assets remaining after payment of liabilities. All the outstanding shares of
Common Stock are fully paid and nonassessable.
The Company does not currently have any authorized Preferred Stock.
Securities of GT Data Delaware
The Company's subsidiary, GT Data Delaware's capital stock consists of
100,000,000 shares of common stock, $0.001 par value; 1 share of series A
preferred stock, $0.001 par value; 10,000,000 shares of series B preferred
stock, $0.001 par value; and 16,999,999 shares of undesignated preferred stock.
Transfer Agent and Registrar
The transfer agent and registrar for the Company's Common Stock is
Standard Registrar and Transfer of Draper, Utah.
Item 5. Interests of Named Experts and Counsel.
The information required by Item 5 is not applicable to this
registration statement.
Item 6. Indemnification of Directors and Officers.
The officers and directors of the Company are indemnified as provided
by the Nevada Revised Statutes ("NRS") and the bylaws of the Company.
Under NRS, a corporation has the power to provide directors with
immunity from monetary liabilities and may do so by including such language in
the corporation's articles of incorporation or bylaws. Corporations are
empowered to protect directors from breach of the duty of care, but not breaches
of the duty of loyalty or the duty of disclosure. Directors and officers who are
so protected are free from personal financial liability whether monetary damages
arise from legal or equitable remedies. However, directors and officers may
still be subject to equitable remedies such as injunction, rescission, and
corrective disclosure.
Under the NRS, a corporation may not provide immunity from:
(a) any breach of a director's duty of loyalty to the corporation
or its stockholders;
(b) Acts of omissions not in good faith or which involve
intentional misconduct or a knowing violation of the law;
(c) Unlawful payment of dividends or unlawful stock purchases or
redemptions; and
(d) Any transaction from which the director or officer derives an
improper personal benefit.
Our bylaws provide that we will possess and may exercise all powers of
indemnification of officers, directors, employees, agents and other persons and
all incidental powers and authority. Our Board of Directors is authorized and
empowered to exercise all of our powers of indemnification, without shareholder
action. Our assets could be used or attached to satisfy any liabilities subject
to indemnification.
The Company's bylaws provide that directors and officers shall be
indemnified by the Company to the fullest extent authorized by the NRS, as it
now exists or may in the future be amended, against all expenses and liabilities
reasonably incurred in connection with services for or on behalf of the Company.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description
4.1 2001 Stock Option Plan
5.1 Opinion of Messner & Reeves, LLC
23.1 Consent of Corbin & Wertz
23.2 Consent of Squar, Milner, Reehl & Williamson, LLP
23.3 Consent of Messner & Reeves, LLC (contained in Exhibit 5.1)
24.1 Power of Attorney (included in Part II of the Registration Statement)
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
(i) include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) reflect in the prospectus any facts or events which, individually
or together, represent a fundamental change in the information in the
registration statement, and any increase or decrease in volume of securities
offered, and any deviation from the low or high end of the estimated maximum
offering range, if in the aggregate, the changes in the volume and price
represent more than a 20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the effective
registration statement;
(iii) include any additional or material changes with respect to the
plan of distribution;
Provided, however, that paragraphs a(1)(i) and a(1)(ii) above do not apply if
the information required to be included in a post-effective amendment by these
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this registration statement.
(2) That, for the purpose of determining any liability under the Securities Act,
each post-effective amendment shall be deemed to be a new registration statement
of the securities offered and the offering of the securities at that time shall
be deemed to be the initial bona fide offering.
(3) That, it will file a post-effective amendment to remove from registration
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) of 15(d) of the Exchange Act that is
incorporated by reference in this registration statement shall be deemed to be a
new registration statement relating 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.
(c) Insofar as indemnification for liabilities arising under the Securities Act
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 Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director, officer
or controlling person of 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 the 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 Securities
Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Milpitas, State of California, on the 24th day of May
2002.
GTDATA CORPORATION
By: /s/ Robert Genesi
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Robert Genesi, President and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Robert
Genesi, as his true and lawful attorney-in-fact and agent with full power of
substitution and re-substitution for him and his name, place and stead, in any
and all capacities, to sign any or all amendments to this registration statement
(including any post-effective amendments or any abbreviated registration
statements and any amendments thereto filed pursuant to Rule 426(b) increasing
the number of securities for which registration is sought) and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the foregoing, as fully to all intents and
purposes as he might or could do in person hereby ratifying and confirming all
that said attorney-in-fact, or his substitute, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed below by the following person in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ Robert Genesi President, Chief Executive May 24, 2002
------------------ Officer and Director
Robert Genesi
/s/ Robert Mullaney Executive Vice President - Sales
-------------------- and President - TSLi May 24, 2002
Robert Mullaney
/s/ John Genesi Chief Financial Officer - TSLi May 24, 2002
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John Genesi
EXHIBIT INDEX
Exhibit
Number Description
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4.1 * 2001 Stock Option Plan
5.1 * Opinion of Messner & Reeves, LLC
23.1 * Consent of Corbin & Wertz
23.2 * Consent of Squar, Milner, Reehl & Williamson, LLP
23.3 * Consent of Messner & Reeves, LLC (contained in Exhibit 5.1)
24.1 * Power of Attorney (included in Part II of the Registration
Statement)
* Filed herewith
Exhibit 4.1
WORLD INTERNETWORKS, INC.
2001 STOCK OPTION PLAN
ADOPTED March 12, 2001
1. Purposes of the Plan. The purposes of this Stock Option Plan are to
---------------------
attract and retain the best available personnel for positions of substantial
responsibility, to provide additional incentive to the Employees and Consultants
of the Company and to promote the success of the Company's business.
Options granted hereunder may be either "incentive stock options," as
defined in Section 422 of the Internal Revenue Code of 1986, as amended, or
"nonstatutory stock options," at the discretion of the Board and as reflected in
the terms of the written Option Agreement.
2. Definitions. As used herein, the following definitions shall apply:
-----------
(a) "Board" shall mean the Committee, if one has been
-------
appointed, or the Board of Directors of the Company,
if no committee is appointed.
(b) "Code" shall mean the Internal Revenue Code of 1986,
-----
as amended.
(c) "Common Stock" shall mean the Common Stock of the
-------------
Company.
(d) "Company" shall mean World Internetworks, Inc., a
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Nevada corporation.
(e) "Committee" shall mean the Committee appointed by the
-----------
Board of Directors in accordance with paragraph (a) of Section 4 of the Plan, if
one is appointed.
(f) "Consultant" shall mean any person who is engaged by
------------
the Company or any subsidiary to render consulting services and is compensated
for such consulting services, and any director of the Company whether
compensated for such services or not.
(g) "Continuous Status as an Employee or Consultant" shall
-----------------------------------------------
mean the absence of any interruption or termination of service as an Employee or
Consultant. Continuous Status as an Employee or Consultant shall not be
considered interrupted in the case of sick leave, military leave, or any other
leave of absence approved by the Board; provided that such leave is for a period
of not more than 90 days or reemployment upon the expiration of such leave is
guaranteed by contract or statute.
(h) "Employee" shall mean any person, including officers
---------
and directors, employed by the Company or any Parent or Subsidiary of the
Company. The payment of a director's fee by the Company shall not be sufficient
to constitute "employment" by the Company.
1
(i) "Incentive Stock Option" shall mean an Option intended
-----------------------
to qualify as an Incentive Stock Option within the meaning of Section 422 of the
Code.
(j) "Option" shall mean a Stock Option granted pursuant to
-------
the Plan.
(k) "Option Stock" shall mean the Common Stock subject to
------------
an Option.
(l) "Optionee" shall mean an Employee or Consultant who
---------
receives an Option.
(m) "Parent" shall mean a "parent corporation," whether
--------
now or hereafter existing, as defined in Section 425(e) of the Code.
(n) "Plan" shall mean this 2001 Stock Option Plan.
-----
(o) "Share" shall mean a share of the Common Stock, as
------
adjusted in accordance with Section 11 of the Plan.
(p) "Subsidiary" shall mean a subsidiary corporation,
-----------
whether now or hereafter existing, as defined in Section 425(f) of the Code.
(q) "Unvested Portion" shall mean any Option with respect
-----------------
to the number of shares of Common Stock for that Option that are not exercisable
as of the date of the closing of a Transaction resulting in a Change in Control.
In the case of a Change in Control which occurs as the results of a series of
transactions, the closing date shall be deemed to be the closing date of the
final Transaction affecting the Change in Control.
3. Stock Subject to the Plan. Subject to the provisions of Section 11
-------------------------
of the Plan, the maximum aggregate number of shares which may be optioned and
sold under the Plan is 3,333,333 shares of Common Stock, which may be
authorized, but unissued, Common Stock.
If an Option should expire or become unexercisable for any reason without
having been exercised in full, the unpurchased Shares which were subject thereto
shall, unless the Plan shall have been terminated, become available for future
grant under the Plan.
4. Administration of the Plan.
--------------------------
(a) Procedure. The Plan shall be administered by the Board of
---------
Directors; provided, however, that (i) the Board of Directors may appoint a
Committee to administer the Plan; and (ii) shall appoint a Committee to
administer the Plan, if necessary, to provide the officers and directors of the
Company with the benefits of Rule 16b-3 promulgated by the SEC. If appointed,
the Committee shall continue to serve until otherwise directed by the Board of
Directors. Subject to the foregoing, from time-to-time the Board of Directors
may increase the size of the Committee and appoint additional members in
substitution therefor, fill vacancies however caused, or remove all members of
the Committee and thereafter directly administer the Plan.
2
(b) Powers of the Board. Subject to the provisions of the
-------------------
Plan, the Board shall have the authority, in its discretion: (i) to grant
Incentive Stock Options, in accordance with Section 422 of the Code, or
"nonstatutory stock options;" (ii) to determine, upon review of relevant
information and in accordance with Section 8(b) of the Plan, the fair market
value of the Common Stock; (iii) to determine the exercise price per share of
Options to be granted, which exercise price shall be determined in accordance
with Section 8(a) of the Plan; (iv) to determine the Employees or Consultants to
whom, and the time or times at which, Options shall be granted and the number of
shares to be represented by each Option; (v) to interpret the Plan; (vi) to
prescribe, amend and rescind rules and regulations relating to the Plan; (vii)
to determine the terms and provisions of each Option granted (which need not be
identical) and, with the consent of the holder thereof, modify or amend each
Option; (viii) to accelerate or defer (with the consent of the Optionee as to
any deferral) the exercise date of any Option consistent with the provisions of
Section 5 of the Plan; (ix) to authorize any person to execute on behalf of the
Company any instrument required to effectuate the grant of an Option previously
granted by the Board; and (X) to make all other determinations deemed necessary
or advisable for the administration of the Plan.
(c) Effect of Board's Decision. All decisions,
-----------------------------
determinations and interpretations of the Board or its Committee shall be final
and binding on all Optionees and any other holders of any Options granted under
the Plan.
5. Eligibility.
-----------
(a) Options may be granted only to Employees and Consultants.
Incentive Stock Options may be granted only to Employees. An Employee or
Consultant who has been granted an Option may, if he is otherwise eligible, be
granted an additional Option or Options.
(b) No Incentive Stock Option may be granted to an Employee
which, when aggregated with all other incentive stock Options granted to such
Employee by the Company or any Parent or Subsidiary, would result in Shares
having an aggregate fair market value (determined for each Share as of the date
of grant of the Option covering such Share) in excess of $100,000 becoming first
available for purchase upon exercise of one or more Incentive Stock Options
during any calendar year.
(c) Section 5(b) of the Plan shall apply only to an Incentive
Stock Option evidenced by a written Option agreement which shall expressly
identify the Option as an Incentive Stock Option. Section 5(b) of the Plan shall
not apply to any Option evidenced by an Option agreement which sets forth the
intention of the Company and the Optionee that such Option shall be a
nonstatutory Stock Option.
(d) The Plan shall not confer upon any Optionee any right with
respect to continuation of employment or consulting relationship with the
Company, nor shall it interfere in any way with his right or the Company's right
to terminate his employment or consulting relationship at any time.
6. Term of Plan. The Plan shall become effective upon the earlier to
------------
occur of its adoption by the Board of Directors or its approval by the
3
Stockholders of the Company as described in Section 17 of the Plan. It shall
continue in effect for a term of ten (10) years unless sooner terminated under
Section 13 of the Plan.
7. Term of Option. The term of each Incentive Stock Option shall be ten
--------------
(10) years from the date of grant thereof or such shorter term as may be
provided in the Stock Option agreement. The term of each Option that is not an
Incentive Stock Option shall be (10) years and one (1) day from the date of
grant thereof or such shorter term as may be provided in the Stock Option
agreement. However, in the case of an Option granted to an Optionee who, at the
time the Option is granted, owns stock representing more than ten percent (10%)
of the voting power of all classes of stock of the Company or any Parent or
Subsidiary, (a) if the Option is an Incentive Stock Option, the term of the
Option shall be five (5) years from the date of grant thereof or such shorter
time as may be provided in the Stock Option agreement, or (b) if the Option is
not an Incentive Stock Option, the term of the Option shall be five (5) years
and one (1) day from the date of grant thereof or such shorter term as may be
provided in the Stock Option agreement.
8. Exercise Price and Consideration.
--------------------------------
(a) The per Share exercise price for the Shares to be issued
pursuant to exercise of an Option shall be such price as is determined by the
Board, but shall be subject to the following:
(i) In the case of an Incentive Stock Option:
(A) granted to an Employee who, at the
time of the grant of such Incentive Stock Option, owns stock representing more
than ten percent (10%) of the voting power of all classes of stock of the
Company or any Parent or Subsidiary, the per Share exercise price shall be no
less than 110% of the fair market value per Share on the date of grant.
(B) granted to an Employee, the per Share
exercise price shall be no less than 100% of the fair market value per Share on
the date of grant.
(ii) In the case of a nonstatutory Stock Option,
the per Share exercise price shall be no less than the price per Share set by
the Board on the date of grant.
(b) The fair market value shall be determined in the following
manner. If the stock is unlisted, the fair market value shall be determined by
the Board of Directors, in its discretion. If listed, the value shall be the
Closing Sales Price of the Company's Common Stock as reported on the NASDAQ
National Market System on the business day immediately preceding the date of
grant. In the event the Common Stock is listed on a stock exchange, the fair
market value per share shall be the closing price on such exchange on the
business day immediately preceding the date of grant, as reported in the Wall
----
Street Journal.
- --------------
(c) The consideration to be paid for the Shares to be issued
upon exercise of an Option, including the method of payment shall be determined
by the Board and may consist entirely of cash, check, promissory note, other
Shares of Common Stock having a fair market value on the date of surrender equal
4
to the aggregate exercise price of the Shares as to which said Option shall be
exercised, or any combination of such methods of payment, or such other
consideration and method of payment for the issuance of Shares to the extent
permitted under Nevada Corporation Law. In making its determination as to the
type of consideration to accept, the Board shall consider if acceptance of such
consideration may be reasonably expected to benefit the Company.
9. Exercise of Option.
------------------
(a) Procedure for Exercise; Rights as a Stockholder. Any
------------------------------------------------------
Option granted hereunder shall be exercisable at such times and under such
conditions as determined by the Board, including performance criteria with
respect to the Company and/or the Optionee, and as shall be permissible under
the terms of the Plan. An Option may not be exercised for a fraction of a Share.
An Option shall be deemed to be exercised when written notice of such exercise
has been given to the Company in accordance with the terms of the Option by the
person entitled to exercise the Option and full payment for the Shares with
respect to which the Option is exercised has been received by the Company. Full
payment may, as authorized by the Board, consist of any consideration and method
of payment allowable under Section 8(c) of the Plan. Until the issuance (as
evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company) of the Stock Certificate evidencing
such shares, no right to vote or receive dividends or any other rights as a
stockholder shall exist with respect to the Optioned Stock, notwithstanding the
exercise of the Option. No adjustment will be made for a dividend or other right
for which the record date is prior to the date the Stock Certificate is issued,
except as provided in Section 11 of the Plan. Exercise of an Option in any
manner shall result in a decrease in the number of Shares which thereafter may
be available, both for purposes of the Plan and for sale under the Option, by
the number of Shares as to which the Option is exercised.
(b) Termination of Status as an Employee or Consultant. If an
---------------------------------------------------
Employee or Consultant ceases to serve as an Employee or Consultant (as the case
may be), he may, but only within thirty (30) days (or such other period of time
not exceeding three (3) months as is determined by the Board at the time of
grant of the Option) after the date he ceases to be an Employee or Consultant
(as the case may be) of the Company, exercise his Option to the extent that he
was entitled to exercise it at the date of such termination. To the extent that
he was not entitled to exercise the Option at the date of such termination, or
if he does not exercise such Option (which he was entitled to exercise) within
the time specified herein, the Option shall terminate.
(c) Disability of Optionee. Notwithstanding the provisions of
----------------------
Section 9(b) above, in the event an Employee or Consultant is unable to continue
his employment or consulting relationship (as the case may be) with the Company
as a result of his total and permanent disability (as defined in Section 22(e)
(3) of the Internal Revenue Code), he may, but only within six (6) months (or
such other period of time not less than six (6) months (or such other period of
time not less then six (6) months nor more than twelve (12) months as is
determined by the Board at the time of grant of the Option) from the date of
termination, exercise his Option to the extent he was entitled to exercise it at
the date of such termination (or to such greater extent as the Board may
provide). To the extent that he was not entitled to exercise the Option at the
date of termination, or if he does not exercise such Option (which he was
entitled to exercise) within the time specified herein, the Option shall
5
terminate.
(d) Death of Optionee. In the event of the death of an
-----------------
Optionee:
(i) during the term of the Optionee who is at
the time of his death an Employee or Consultant of the Company and who shall
have been in Continuous Status as an Employee or Consultant since the date of
grant of the Option, the Option may be exercised, at any time within twelve (12)
months following the date of death, by the Optionee's estate or by a person who
acquired the right to exercise the Option by bequest or inheritance, but only to
the extent of the right to exercise that has accrued as of the date of death (or
to such greater extent as the Board may provide); or
(ii) within thirty (30) days (or such other
period of time not exceeding three (3) months as is determined by the Board at
the time of grant of the Option) after the termination of Continuous Status as
an Employee or Consultant, the Option may be exercised, at any time within six
(6) months following the date of death, by the Optionee's estate or by a person
who acquired the right to exercise the Option by bequest or inheritance, but
only to the extent of the right to exercise that had accrued at the date of
termination (or to such greater extent as the Board may provide).
10. Nontransferability of Options. The Option may not be
-------------------------------
sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner
other than by will or by the laws of descent or distribution and may be
exercised, during the lifetime of the Optionee, only by the Optionee.
11. Adjustments Upon Certain Changes.
--------------------------------
(a) Stock Split or Reclassification. Subject to any required
-------------------------------
action by the Stockholders of the Company, the number of Shares of Common Stock
covered by each outstanding Option, and the number of shares of Common Stock
which have been authorized for issuance under the Plan but as to which no
Options have yet been granted or which have been returned to the Plan upon
cancellation or expiration of an Option, as well as the price per Share of
Common Stock covered by each such outstanding Option, shall be proportionately
adjusted for any increase or decrease in the number of shares of Common Stock
resulting from a stock split, reverse stock split, stock dividend, combination
or reclassification of the Common Stock, or any other increase or decrease in
the number of issued shares of Common Stock effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration." Such adjustment shall be made by the Board,
whose determination in that respect shall be final, binding and conclusive.
Except as expressly provided herein, no issuance by the Company of shares of
stock of any class, or securities convertible into Shares of stock of any class,
shall affect, and no adjustment by reason thereof shall be made with respect to,
the number or price of Shares of Common Stock subject to an Option.
(b) Change in Control. In the event of a Change of Control,
----------------
then to the extent permitted by applicable law, with respect to half (50%) of
the unvested Options (the "Primary Accelerated Amount") held by persons then
6
performing services as Employees, Directors, or Consultants, then immediately
prior to the consummation of such Change of Control such Primary Accelerated
Amount shall be fully vested and exercisable and such Options shall be
terminated if not exercised prior to the consummation of the Change of Control.
With respect to the remaining portion of such unvested Options (the "Remaining
Amount"), any surviving corporation or an Affiliate of such surviving
corporation shall assume or continue the Remaining Amount, or substitute similar
Options for the Remaining Amount.
If the surviving corporation or an Affiliate of such surviving
corporation refuses to assume or continue the Remaining Amount, or substitute
similar Options for the Remaining Amount, then with respect to any person who
was providing services as an Employee, Director or Consultant immediately prior
to the consummation of the Change of Control, then immediately prior to the
consummation of the Change of Control such Remaining Amount shall be fully
vested and exercisable and such Options shall be terminated if not exercised
prior to the consummation of the Change of Control.
If, following a Change of Control, the surviving corporation
or its Affiliates choose to assume or continue the Remaining Amount, or
substitute similar Options for the remaining amount and any person then
performing services as an Employee, Director, or Consultant is involuntarily
terminated for reason other than Cause or voluntary terminates for Good Reason
within one (1) year of such Change of Control, then upon such termination any
Options still outstanding shall be fully vested and exercisable and such Options
shall be terminated if not exercised within thirty (30) days of such
termination.
For the purposes of this plan:
(i) "Change in Control" means: (1) a dissolution,
liquidation or sale of substantially all of the assets of the Company; (2) a
merger or consolidation in which the Company is not the surviving corporation
(other than a merger solely for the purpose of changing the state of
incorporation); or (3) a reverse merger in which the Company is the surviving
corporation but the shares of the Company's common stock outstanding immediately
preceding the merger are converted by virtue of the merger into other property,
whether in the form of securities, cash or otherwise;
(ii) "Cause" means: (1) an optionee's willful
dishonesty towards, fraud upon, crime against, deliberate or attempted injury or
bad faith action with respect to the Company; or (2) Optionee's conviction for
any felony crime;
(iii) "Good Reason" means: (1) a material reduction
in compensation; (2) a relocation of the Optionee's principal worksite to a
location more than sixty (60) miles from Optionee's pre-Change of Control
worksite; or (3) for an executive officer, a material reduction in
responsibilities or authority as in effect before the Change in Control.
12. Time of Granting Options. The date of grant of an Option shall, for
------------------------
all purposes, be the date on which the Board makes the determination granting
such Option. Notice of the determination shall be given to each Employee or
7
Consultant to whom an Option is so granted within a reasonable time after the
date of such grant.
13. Amendment and Termination of the Plan.
-------------------------------------
(a) Amendment and Termination. The Board may amend or
-----------------------------
terminate the Plan from time-to-time in such respects as the Board may deem
advisable; provided that, the following revisions or amendments shall require
approval of the Stockholders of the Company in the manner described in Section
17 of the Plan:
(i) any increase in the number of Shares
subject to the Plan, other than in connection with an adjustment under Section
11 of the Plan;
(ii) any change in the designation of the class
of Employees or Consultants eligible to be granted Options;
(iii) any material increase in the benefits accruing
to participate under the Plan.
(b) Stockholder Approval. In the event any amendment
-----------------------
requiring Stockholder approval under Section 13(a) of the Plan is made, such
Stockholder approval shall be solicited as described in Section 17 of the Plan.
(c) Effect of Amendment or Termination. Any such amendment
----------------------------------
or termination of the Plan shall not affect Options already granted and such
Options shall remain in full force and effect as if this Plan had not been
amended or terminated, unless mutually agreed otherwise between the Optionee and
the Board, which agreement must be in writing and signed by the Optionee and the
Company.
14. Conditions Upon Issuance of Shares. Shares shall not be issued
--------------------------------------
pursuant to the exercise of an Option unless the exercise of such Option and the
issuance and delivery of such Shares pursuant thereto shall comply with all
relevant provisions of law, including, without limitation, the Securities Act of
1933, as amended, the Securities and Exchange Act of 1934, as amended, the rules
and regulations promulgated thereunder, state securities laws, and the
requirements of any stock exchange upon which the Shares may then be listed, and
shall be further subject to the approval of counsel for the Company with respect
to such compliance.
As a condition to the exercise of an Option, the Company may
require the person exercising such Option to render to the Company a written
statement containing such representations and warranties as, in the opinion of
counsel for the Company, may be required to ensure compliance with any of the
aforementioned relevant provisions of law, including a representation that the
Shares are being purchased only for investment and without any present intention
to sell or distribute such Shares, if, in the opinion of counsel for the
Company, such representation is required.
15. Reservation of Shares. The Company, during the term of this
---------------------
Plan, will at all times reserve and keep available such number of Shares as
shall be sufficient to satisfy the requirements of the Plan.
8
16. Option Agreement. Options shall be evidenced by written
----------------
option agreements in such form as the Board shall approve.
17. Stockholder Approval. Continuance of the Plan shall be subject
--------------------
to approval by the stockholders of the Company within twelve (12) months before
or after the date the Plan is adopted. If such Stockholder approval is obtained
at a duly held Stockholders' Meeting, it may be obtained by the affirmative vote
of the holders of a majority of the Share of the Company present or represented
and entitled to vote thereon.
In the case of approval by written consent, it must be
obtained by the written consent of all stockholders of the Company, or by
written consent of a smaller percentage of stockholders but only if the Board
determines, on the basis of advice of the Company's legal counsel, that the
written consent of such a smaller percentage of stockholders will comply with
all applicable laws and will not adversely affect the qualifications of the Plan
under Section 422 of the Code.
18. Information to Optionees. The Company shall provide to each
------------------------
Optionee, during the period for which such Optionee has one or more Options
outstanding, copies of all annual reports and other information which are
provided to all stockholders of the Company. The Company shall not be required
to provide such information if the issuance of Options under the Plan is limited
to key employees whose duties in connection with the Company assure their access
to equivalent information.
3628/10/doc/021a
9
Exhibit 5.1
Opinion of Messner & Reeves, LLC
May 24, 2002
Board of Directors
GTDATA Corporation
Gentleman:
We have acted as counsel to GTDATA Corporation, a Nevada corporation (the
"Company"), in connection with the Company's Registration Statement on Form S-8
(the "Registration Statement") relating to the registration under the Securities
Act of 1933, as amended, of certain shares of the Company's common stock issued
through its 2001 Stock Option Plan (the "Plan").
In rendering our opinion set forth below, we have reviewed (a) the Registration
Statement and the exhibits thereto; (b) the Company's Articles of Incorporation;
(c) the Company's Bylaws; (d) certain records of the Company's corporate
proceedings as reflected in its minute books; and (e) such statutes, records and
other documents as we have deemed relevant. In our examination, we have assumed
the genuineness of all signatures, the authenticity of all documents submitted
to us as originals, and the conformity with the originals of all documents
submitted to us as copies. In addition, we have made such other examinations of
law and fact, as we have deemed relevant in order to form a basis for the
opinion hereinafter expressed.
Based upon the foregoing and subject to the limitations and exceptions set forth
below, we are of the opinion that the common stock to be issued under the Plan
will be validly issued, fully paid and non-assessable when paid for following
the exercise of any properly issued option agreement.
We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration
Statement and to the reference of our firm name wherever appearing in the
Registration Statement and any amendments thereto.
This opinion speaks as of its date and we undertake no, and hereby disclaim any,
duty to advise as to changes in fact or law coming to our attention after
delivery hereof on such date. This opinion is rendered solely for your benefit
in connection with the above matter and may not be relied upon in any manner by
any other persons or entity without our express written consent.
Very truly yours,
/s/ Messner & Reeves, LLC
Messner & Reeves, LLC
Exhibit 23.1
Consent of Corbin & Wertz
CORBIN & WERTZ
Client Centered Professional Services
CONCENT OF INDEPENDANT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Form S-8
Registration Statement of our report dated May 16, 2001 on our audit of the
consolidated financial statements of GT Data Corporation and Subsidiaries (the
"Company") for the year ended December 31, 2000, which is included in the
Company's Annual Report on Form 10K-SB filed with the Securities and Exchange
Commission on April 1, 2002.
/s/ Corbin & Wertz
CORBIN & WERTZ
Irvine, California
May 22, 2002
Exhibit 23.2
Consent of Squar, Milner, Reehl & Williamson, LLP
Consent of Independent Auditors
Board of Directors
GT Data Corporation and Subsidiaries
We consent to the incorporation by reference in this Registration Statement of
GT Data Corporation (the "Company") on Form S-8 of our report dated February 27,
2002, on our audit of the consolidated financial statements of GT Data
Corporation and Subsidiaries as of December 31, 2001, which is included in the
Company's Annual Report on Form 10-KSB filed with the Securities Exchange
Commission on April 1, 2002 (File No. 033-05844-NY).
/S/ Squar, Milner, Reehl & Williamson, LLP
Squar, Milner, Reehl & Williamson, LLP
Newport Beach, California
May 24, 2002