SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
Nevada 33-0836954
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(State or other jurisdiction (IRS Employer File Number)
of incorporation)
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2000 STOCK COMPENSATION PLAN I
(Full title of the plan)
Carl Palmer, Chief Executive Officer
Seychelle Environmental Technologies, Inc.
32921 Calle Perfecto
San Juan Capistrano, California 92675
(Name and address of agent for service)
(949) 234-1999
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Maximum Proposed Maximum Amount Of Securities To To Be Offering Price Aggregate Registration Be Registered Registered Per Share (1) Offering Price (1) Fee ---------------------------------------------------------------------------------------------------------------------------- COMMON SHARES 300,000 $0.50 $150,000 $100 $0.001 par value STOCK OPTIONS 300,000 NONE NONE NONE TOTAL $100.00 (minimum fee) ---------------------------------------------------------------------------------------------------------------------------- |
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457.
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
Note: The document(s) containing the information concerning the 2000 Stock
Compensation Plan I (the "Plan") of Seychelle Environmental Technologies, Inc.,
a Nevada corporation (the "Registrant" or the "Company"), dated July 1, 2000
required by Item 1 of Form S-8 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and the statement of availability of registrant
information, employee benefit plan annual reports and other information required
by Item 2 of Form S-8 will be sent or given to participants as specified in Rule
428. In accordance with Rule 428 and the requirements of Part I of Form S-8,
such documents are not being filed with the Securities and Exchange Commission
(the "Commission") either as part of this registration statement on Form S-8
(the "Registration Statement") or as prospectuses or prospectus supplements
pursuant to Rule 424. The Company will maintain a file of such documents in
accordance with the provisions of Rule 428. Upon request, the Company shall
furnish to the Commission or its staff a copy or copies of all of the documents
included in such file.
References in this document to "us," "we," or "the Company" refer to Seychelle Environmental Technologies, Inc., its predecessor and its subsidiary.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following document, which has been filed by us with the Securities and Exchange Commission, is hereby incorporated by reference into this Prospectus: Our Report on Form 10-KSB for the fiscal year ended February 29, 2000; Our Report on Form 10-QSB for the fiscal quarter ended May 31, 2000.
All documents filed by us with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated in this Registration Statement by reference and to
be a part hereof from the date of filing of such documents.
Any statement contained in this Registration Statement, in a supplement to this Registration Statement or in a document incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed supplement to this Registration Statement or in any document that is subsequently incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
We are authorized to issue 50,000,000 shares of Common Stock, par value $0.001 per share, and 1,000,000 shares of Preferred Stock, par value $0.01 per share. As of June 30, 2000 a total of 8,475,046 shares of Common Stock were outstanding.
As of the same date, three classes of Preferred Stock were authorized but only two classes were issued or outstanding: 17 shares of Series "A" 13.5% Non Voting, Cumulative and 8,000 shares of Series "AAA" 12% Cumulative Convertible Preferred Shares.
COMMON STOCK
The holders of Common Stock have one vote per share on all matters (including election of directors) without provision for cumulative voting. Thus, holders of more than 50% of the shares voting for the election of directors can elect all of the directors, if they choose to do so. The Common Stock is not redeemable and has no conversion or preemptive rights.
The Common Stock currently outstanding is validly issued, fully paid and non-assessable. In the event of our liquidation, the holders of Common Stock will share equally in any balance of our assets available for distribution to them after satisfaction of creditors and the holders of our senior securities, whatever they may be. We may pay dividends, in cash or in securities or other property when and as declared by the Board of Directors from funds legally available therefor, but we have paid no cash dividends on our Common Stock.
PREFERRED STOCK
Under the Articles of Incorporation, the Board of Directors has the authority to issue Preferred Stock and to fix and determine its series, relative rights and preferences to the fullest extent permitted by the laws of the State of Nevada and such Articles of Incorporation. As of the date of this Registration Statement, three classes of Preferred Stock were authorized, but only two were issued or outstanding.
Series "A" 13.5% Non Voting, Cumulative, Convertible Preferred Stock
Such Stock has rights which are superior to all other securities of the Company, including upon liquidation and as to payment of dividends, if any. The Series "A" Preferred carries a dividend of 13.5% per annum, is non-voting, and is redeemable by us at any time at face value and is convertible into Common Stock at the lesser of $10 per share or 85% of the last five closing bid prices. A total of 17 shares are issued and outstanding as of the date of this Registration Statement.
Series "AA" Non Voting, Cumulative, Convertible Preferred Stock
Such Stock had rights which were superior to all other securities of the Company except for Series "A" 13.5% Non Voting, Cumulative, Convertible Preferred Stock, including upon liquidation and as to payment of dividends, if any. The Series "AA" Preferred carried a dividend which was set by the Board of Directors at 10% prior to the time of issuance thereof, was non-voting, redeemable by the Company at any time at face value and was convertible into Common Stock of the Company at 85% of the last five closing bid prices. We had previously issued 26 shares of the Series "AA" Preferred Stock. As of the date of this Registration Statement, all of the Series "AA" Non Voting, Cumulative, Convertible Preferred Stock had been converted to Common Stock. This Series "AA" is no longer issued or outstanding. A total of 1,337,509 shares of Common Stock were issued upon conversion, including for accrued interest.
Series "AAA" 12% Cumulative Convertible Preferred Shares
Such Stock has rights which are superior to all other securities of the Company except for Series "A" 13.5% Non Voting, Cumulative, Convertible Preferred Stock and, before its conversion, the Series "AA" Non Voting, Convertible Preferred Stock, including upon liquidation and as to payment of dividends, if any. The Series "AAA" Cumulative Convertible Preferred Voting Stock carries a 12% per annum dividend payable in stock or cash, is voting, with each share equal to 100 shares of Common Stock, and is redeemable according to the following procedure: upon written notice of conversion from the holders, the Company shall have the right, but not the obligation, for 45 days from receipt of such notice to repurchase, for cash, up to 2,000 shares of the Series "AAA" 12% Cumulative Convertible Preferred Shares at $1,000 per share.
Pursuant to the terms of the Amended Purchase Agreement, the number of shares of Common Stock issuable to the holders pursuant to the conversion provisions of the Series "AAA" 12% Cumulative Convertible Preferred Shares was reduced from 8,000,000 shares to 4,500,000 shares (subject to pro rata adjustments, if any, for stock dividends, stock splits, reverse stock splits, and any other similar capital stock adjustments of a general nature). At the date of this Registration Statement, there are 8,000 shares issued and outstanding.
We do not plan to issue any other Preferred Stock in the foreseeable future.
TRANSFER AGENT, REGISTRAR AND WARRANT AGENT
The Company has appointed Standard Registrar & Transfer Company, Inc.12528 South 1840 East, Draper, Utah 84020 as transfer agent for the Common Stock.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
David Wagner & Associates, P.C., Attorneys at Law, special securities counsel to the Registrant for the purpose of this Registration Statement, and whose opinion as to the legality of the issuance of the Shares hereunder is attached hereto as Exhibit 5, own approximately 105,000 of our common shares. Certain persons affiliated with this firm own an additional 180,000 of our common shares.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Our Articles of Incorporation authorizes us to indemnify to the maximum extent permitted under Nevada law. The Nevada Private Corporations Act allows us to indemnify our directors, officers, employees and agents, including the advancement of expenses:
Section 78.751 of the Nevada Private Corporations Act provides:
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 attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonable incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner 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, 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 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 person shall have 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 stockhold ers, (b) By the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, 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; (d) If a quorum consisting of directors who were not parties to the act, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion.
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 action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined by a court of competent jurisdiction that he is not entitled to be indemnified by the corporation. The provisions of this subsection do not affect any rights to advancement of expenses to which corporate personnel other than 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 aor advancement of expenses may be entitled under the articles or incorporation, by-law, 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 such 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 acts or omissions involved intentional misconduct, fraud or 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.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit Number Description 4.1 2000 Stock Compensation Plan I, dated July 1, 2000. |
5 Opinion of Counsel, David Wagner & Associates, P.C.
24.1 Consent of independent Auditors
24.2 Consent of David Wagner & Associates, P.C. (Included in
Exhibit 5).
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ITEM 9. UNDERTAKINGS
1. The Registrant hereby undertakes:
(a) 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;
(a) 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 at that time shall be deemed to be the initial bonafide offering thereof.
(b) 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.
2. The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be in the initial bona fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 San Juan Capistrano, State of California, on this 30th day of August, 2000.
SEYCHELLE ENVIRONMENTAL TECHNOLOGIES, INC.
Dated: 8/30/00 By: /s/ Carl Palmer
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Carl Palmer
President
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Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
CHIEF FINANCIAL OFFICER
Dated: 8/30/00 By: /s/ Carl Palmer
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Carl Palmer
Treasurer and Director
Dated: 8/30/00 By: /s/ Paul H. Lusby
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Paul H. Lusby
Secretary and Director
Dated: By:
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Donald S. Whitlock
Director
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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4.1 2000 Stock Compensation Plan I, dated July 1, 2000.
5 Opinion of Counsel, David Wagner & Associates, P.C.
24.1 Consent of independent Auditors
24.2 Consent of David Wagner & Associates, P.C. (Included in
Exhibit 5).
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EXHIBIT 4.1
2000 COMPENSATION PLAN I
THIS COMPENSATION PLAN is adopted this 1st day of July, 2000, by SEYCHELLE ENVIRONMENTAL TECHNOLOGIES, INC., a Nevada corporation with its principal place of business being located at 32921 Calle Perfecto, San Juan Capistrano, California 92675
WITNESSETH:
WHEREAS, the Board of Directors (the "Board") of SEYCHELLE ENVIRONMENTAL TECHNOLOGIES, INC., (the "Company") has determined that it would be desirable and in the best interest of the Company to grant certain consultants and advisors, as well as certain employees, the opportunity to purchase stock in the Company; and
WHEREAS, the Board believes that it is desirable and in the best interest of the Company to grant certain consultants, advisors and employees stock options from time to time, which options are not intended to qualify as Incentive Stock Options as defined in Section 422 of the Internal Revenue Code of 1986, as amended.
NOW, THEREFORE, the Board hereby adopts this 2000 COMPENSATION PLAN I (the "Plan").
1.00 EFFECTIVE DATE AND TERMINATION OF PLAN
The effective date of the Plan is July 1, 2000, which is the day the Plan was adopted by the Board. The Plan will terminate on the earlier of the date of the full issuance of all common stock of the Company allocated under the Plan, whether directly or by exercise of option, or ten years from the date thereof, whichever is earlier.
2.00 ADMINISTRATION OF PLAN
The Plan shall be administered by the Board, which may adopt such rules and regulations for the administration of the Plan as it may deem necessary or appropriate, or may be administered by a Compensation Committee to be appointed by the Board, which Committee shall have such composition and duties as the Board may from time to time determine.
Subject to the express provisions of this Plan, the Board or Compensation Committee, as applicable, shall have plenary authority, in its sole discretion:
(i) To determine the time or times at which, and the advisors, consultants and employees (including, but not limited to, advisors, consultants and employees who serve as officers or directors) of the Company or any parent or subsidiaries of the Company to whom, options and stock shall be awarded under this Plan;
(ii) To determine, as the case may be, the Stock Option Price (as defined herein) of, and the number of shares of Stock (as defined herein) to be covered by, options granted under this Plan;
(iii) To determine the number of shares of Stock to be covered by awards of stock under this Plan;
(iv) To determine the time or times at which each option granted under this Plan may be exercised, including whether an option may be exercised in whole or in installments;
(vi) To establish the terms of the restrictions applicable to any stock awarded hereunder, and to determine the time or times at which any such restric tions shall lapse;
(vi) To interpret this Plan and to prescribe, amend and rescind rules and regulations relating to it; and
(vii) To make all other determinations which the Board or Compensation Committee, as applicable, shall deem necessary or advisable for the administra tion of this Plan.
3.00 ELIGIBILITY TO PARTICIPATE IN THE PLAN
3.01 Subject to the provisions of the Plan, the Board or its designee shall determine and designate from time to time those consultants, advisors, and employees of the Company, or consultants, advisors, and employees of a parent or subsidiary corporation of the Company (the "Plan Participants"), to whom shares are to be issued and/or options are to be granted hereunder and the number of shares granted and/or to be optioned from time to such Plan Participant. In determining the eligibility of a Plan Participant to receive shares or an option, as well as in determining the number of shares to be issued and/or optioned to such Plan Participant, the Board, or its designee, shall consider the nature and value to the Company of the services which have been rendered to the Company and such other factors as the Board, or its designee, may deem relevant.
3.02 To be eligible to be selected to receive an option, a Plan Participant must be a consultant, advisor or an employee of the Company or a consultant, advisor, or an employee of a parent or subsidiary Corporation of the Company. The grant of each option shall be confirmed by a Stock Option Agreement which shall be executed by the Company and the optionee as promptly as practicable after such grant. More than one option may be granted to a Plan Participant.
3.03 An option may be granted to a Plan Participant eligible hereunder regardless of his previous stockholdings.
3.04 The purchase price of each of the shares of Stock subject to a Stock Option (the "Stock Option Price") shall be a stated price which is not less than the Fair market value of such share of Stock, determined in accordance with Section 5.00 of this Plan, or the par value of such share if greater, as of the date the Stock Option is granted; provided, however, that the Board or the Compensation Committee, as
applicable, may, in its discretion, grant Stock Options with a per share exercise price on the date of grant that is above or below the Fair market value of a share of Stock, determined in accordance with Section 5.00 of this Plan, but in no event less than the greater of the par value of such share of Stock or fifty percent (50%) of such Fair market value.
4.00 NUMBER OF SHARES SUBJECT TO THE PLAN
4.01. Except as provided in Section 10.00 below, the number of shares which may at any time be made subject to options, or which may be issued upon the exercise of options granted under this Plan, or made subject to grants of stock hereunder, shall be limited to 300,000 shares of the common stock, $.001 par value, of the Company (the "Stock"). The shares reserved for issuance pursuant to this Plan may consist either of authorized but previously unissued shares of Stock, or of issued shares of Stock which have been reacquired by the Company, as determined from time to time by the Board of Directors.
Except as otherwise provided in Section 10.00 of this Plan, if any option granted under this Plan expires, terminates or is canceled for any reason without having been exercised in full, or any stock awarded hereunder is forfeited for any reason, the shares of Stock allocable to the unexercised portion of such option, or to the forfeited portion of such stock award, may again be made subject to an option or stock award under this Plan within the limits and under the terms set forth in Article 3.00 hereof.
5.00 FAIR MARKET VALUE OF COMMON SHARES
5.01. Except as provided in Section 5.02 below, for the purposes of this Plan, the fair market value of a share of stock of the Company shall be determined as follows: (i) if on the date as of which such determination is made the class of stock being valued is admitted to trading on a national securities exchange or exchanges or transaction reporting system for which actual sale prices are regularly reported, or actual sales prices are otherwise regularly published for such stock, the fair market value of a share of such stock shall be deemed to be equal to the mean of the closing sale prices reported for such stock on the principal such exchange or reporting system on each of the 5 trading days immediately preceding the date as of which such determination is made, provided that, if a closing sale price is reported for only one of such 5 trading days, the fair market value shall be the closing sale price on such trading day, or (ii) if on the date as of which such determination is made no such closing sales prices are reported, but quotations for the class of stock being valued are regularly listed on the National Association of Securities Dealers Automated Quotation System ("NASDAQ") or another comparable system, the fair market value of a share of such stock shall be deemed to be equal to the mean of the average of the closing bid and asked prices for such stock quoted on such system on each of the 5 trading days preceding the date as of which such determination is made, or, (iii) if no such quotations are available, the fair market value of a share of such stock shall be deemed to be the average of the closing bid and asked prices furnished by a professional securities dealer making a market in such shares, as selected by the Board of Directors, for the trading date first preceding the date as of which such determination is made.
5.02. Notwithstanding anything to the contrary contained herein, with respect to any grants of options the Committee may determine the fair market value of a share of stock of the Company on the basis of such factors as it shall deem appropriate if it determines in good faith that the approach provided for in Section 9(a) does not properly reflect the fair market value of such stock.
6.00 SUCCESSIVE OPTIONS
Any option granted under this Plan to a Plan Participant may be exercisable at such Plan Participant's discretion while there is outstanding any other stock option previously granted to such Plan Participant, whether under this Plan or any other stock option plan of the Company.
7.00 PERIOD AND EXERCISE OF OPTION
7.01. Options granted under this Plan shall expire on the first to
occur of the following dates whether or not exercisable on such dates: (i) ten
(10) years from the date the option is initially granted; (ii) six (6) months
from the date a Plan Participant who is also an employee of the Company ceases
employment due to permanent and total disability; (iii) the date of termination
of employment of a Plan Participant who is also an employee of the Company for
reasons other than retirement, permanent and total disability or death, unless
the Board determines in its sole discretion that it would be in the best
interest of the Company to extend any such option for a period not to exceed
three (3) years; or (iv) three (3) months from the date a Plan Participant who
is also an employee of the Company retires with permission of the Board.
7.02. Notwithstanding Section 7.01, any portion of any option which has not become exercisable pursuant to Section 7.03 prior to the death of a Plan Participant or the termination of employment of a Plan Participant who is also an employee of the Company shall expire on such Plan Participant's date of death or termination date, if termination is for reasons other than retirement or total and permanent disability.
7.03. Any option granted under this Plan shall be subject to such restrictions on exercise as the Board shall determine at the time of grant. Any such option may be exercised in whole or in part at the time it becomes exercisable or from time to time thereafter, until the expiration of the option.
8.00 PAYMENT FOR OPTIONED SHARES
When a person holding an option granted under this Plan exercises all or any portion of the option he shall pay the full option price for the shares covered by the exercise of that portion of his option upon such exercise. As soon as practicable, after the person notifies the Company of the exercise of his option and makes payment of the required option price, the Company shall issue such shares to the person.
9.00 RESTRICTIONS ON TRANSFER
9.01 No right or privilege of any person under the Plan shall be transferable or assignable, except to the person's personal representative in the event of
the person's death, and except as provided in Section 9.02, options granted hereunder are exercisable only by a Plan Participant during his life.
9.02 If a person dies holding outstanding options issued pursuant to this Plan, his personal representative shall have the right to exercise such options which are then exercisable at the time of such person's death within one year of the death of the person.
10.00 RECLASSIFICATION, CONSOLIDATION OR MERGER
In the event of any change in the number of shares of the outstanding Stock by reason of a stock split, stock dividend, combination or reclassification of shares, recapitalization, merger, or similar event, the Board or Compensation Committee, as applicable, shall adjust proportionally the number and kind of shares subject to this Plan, the number, kind, and Stock Option Price of shares then subject to unexercised options granted hereunder. Any such adjustment shall be made without a change in the aggregate purchase price of the shares of Stock subject to the unexercised portion of any option. In the event of any other change affecting any class of stock of the Company subject to stock awards or stock option grants made under the Plan or any distribution (other than normal cash dividends) to holders of such stock, such adjustments as may be deemed equitable by the Board or Compensation Committee, as applicable, including adjustments to avoid fractional shares, shall be made to give proper effect to such event.
11.00 DISSOLUTION OR LIQUIDATION
Upon the effective date of the dissolution or liquidation of the Company, or of a reorganization, merger or consolidation of the Company with one or more other corporations in which the Company is not the surviving corporation, or of the transfer of all or substantially all of the assets or shares of the Company to another person or entity (any such transaction being referred to hereinafter as a "Terminating Event"), this Plan and any stock award or stock option grant theretofore made hereunder ("Awards") shall terminate unless provision is made in writing in connection with such Terminating Event for the continuance of this Plan and for the assumption of Awards theretofore granted hereunder, or the substitution for such Awards of new awards issued by the successor corporation or, if applicable, the publicly trade entity that is the parent entity of the successor corporation, with such appropriate adjustments as may be determined or approved by the Board or the Compensation Committee, as applicable, or its successor, in which event this Plan and the Awards theretofore granted or substituted therefor shall continue in the manner and under the terms so provided.
Upon the later of the vote of the Board or the vote of shareholders approving a Terminating Event in which provision is not made for the continuance of this Plan and for the assumption of Awards theretofore granted or the substitution for such Awards of new awards issued by the successor corporation or a parent or subsidiary thereof, each Plan Participant to whom an Award has been granted under this Plan (or such person's personal representative, estate or any person who acquired such Award from such person by bequest or inheritance) shall become entitled to exercise or surrender for cash, in whole or in part, his rights under any Award granted to him without regard to any
restrictions that would otherwise apply. To the extent that a person, pursuant to this Section 11.00, becomes vested in or has a right to exercise any Award on account of a Terminating Event which he otherwise would not have had at that time, his vesting or right to exercise such Award shall be contingent upon the consummation of such Terminating Event.
12.00 BINDING EFFECT
This Plan shall inure to the benefit of and be binding upon the Company and its employees, and their respective heirs, executors, administrators, successors and assigns.
13.00 ADOPTION OF PLAN
This Plan has been duly adopted by the Board of Directors of the Company on July 1, 2000.
14.00 TAX WITHHOLDING
The employer (whether the Company or a subsidiary) of a Plan Participant granted an Award under this Plan shall have the right to deduct or otherwise effect a withholding of any amount required by federal or state laws to be withheld with respect to the grant, vesting or exercise of any Award, in order for the employer to obtain a tax deduction otherwise available as a consequence of such grant, vesting or exercise, as the case may be.
15.00 AMENDMENT
The Board of Directors at any time, and from time to time, may amend this Plan,.
Except as provided in Sections 10.00 and 11.00 hereof, rights and obligations under any Awards granted before amendment of this Plan shall not be altered or impaired by amendment of this Plan, except with the consent of the person to whom the Award was granted.
16.00 NOTICES
Any notice to be given to the Company under the terms of this Plan shall be addressed to the Company's then current business address, and any notice given to a Plan Participant shall be addressed to the most recent address for such Plan Participant in the business records of the Company.
17.00 HEADINGS
Headings are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Plan.
IN WITNESS WHEREOF, the Company has caused this Plan to be executed on its behalf by its President and attested by its Secretary effective the day and year first above written.
SEYCHELLE ENVIRONMENTAL
TECHNOLOGIES, INC.
By /s/ CARL PALMER
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Carl Palmer, President
ATTEST:
/s/ PAUL H. LUSBY
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Paul H. Lusby, Secretary [SEAL]
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EXHIBIT 5.1
Attorneys and Counselors at Law
8400 East Prentice Avenue
Penthouse Suite
Englewood, CO 80111
August 30, 2000
Board of Directors
Seychelle Environmental Technologies, Inc.
32921 Calle Perfecto
San Juan Capistrano, CA 92675
Gentlemen:
We have acted as counsel to SEYCHELLE ENVIRONMENTAL TECHNOLOGIES, INC. (the "Company") in connection with the preparation and filing of a Registration Statement on Form S-8 (the "Registration Statement") covering registration under the Securities Act of 1933, as amended, of the 300,000 shares of the Company's common stock, $0.001 par value per share (the "Shares"), pursuant to the 2000 Compensation Plan I of July 1, 2000, (the "Plan"). As such, we have examined the Registration Statement and such other documents of the Company as we deemed appropriate under the circumstances.
Based upon the foregoing, and assuming that the Shares will be issued as set forth in the Plan and Registration Statement, at a time when effective, and that there will be full compliance with all applicable securities laws involved under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended and the rules and regulations promulgated pursuant to said Acts, and in those states in which the Shares may be sold, we are of the opinion that, upon issuance of the Shares according to the Registration Statement and receipt of the consideration to be paid for the Shares, the Shares will be validly issued, fully paid and nonassessable shares of Common Stock of the Company. This opinion does not cover any matters related to any re-offer or re-sale of the Shares by the Plan Beneficiary, once issued pursuant to the Plan as described in the Registration Statement.
This opinion is not to be used, circulated, quoted or otherwise referred to for any other purpose without our prior written consent. This opinion is based on our knowledge of the law and facts as of the date hereof. We assume no duty to communicate with the Company in respect to any matter which comes to our attention hereafter.
Very truly yours,
/s/ DAVID WAGNER & ASSOCIATES, P.C. Consent: |
We consent to the use of our opinion dated August 30, 2000 as an exhibit to the Registration Statement of Seychelle Environmental Technologies, Inc. and to the reference to our firm in the Registration Statement.
/s/ DAVID WAGNER & ASSOCIATES, P.C. |
EXHIBIT 24.1
CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors
Seychelle Environmental Technologies, Inc.
San Clemente, California
We consent to the incorporation by reference in the Registration Statement on Form S-8 of Seychelle Environmental Technologies, Inc. of our report dated June 6, 2000, relating to the consolidated balance sheet of Seychelle Environmental Technologies, Inc. and subsidiaries as of February 29, 2000, and the related statements of operations, stockholders' equity, and cash flows for the year ended February 29, 2000 and February 28, 1999, which report appears in the February 29, 2000 annual report on Form 10-KSB of Seychelle Environmental Technologies, Inc.
/s/ RAIMONDO PETTIT GROUP
RAIMONDO PETTIT GROUP
Torrance, California
August 30, 2000
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