Nevada
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88-0343702
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(State
or other jurisdiction of
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(I.R.S.
Employer
|
incorporation
or organization)
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Identification
No.)
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Title of Securities
to be
Registered |
Amount of
Shares
to be
Registered |
Proposed
Maximum
Offering
Price Per
Share
|
Proposed
Maximum
Aggregate
Offering Price
(1)
|
Amount of
Registration
Fee |
$0.001
par value common stock
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3,500,000
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$0.13
|
$455,000
|
$25.39
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TOTALS
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3,500,000
|
$0.13
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$455,000
|
$25.39
|
(1)
|
This
calculation is made solely for the purposes of determining the
registration fee pursuant to the provisions of Rule 457(c) under the
Securities Act of 1933, as amended, and is calculated on the basis of the
average of the high and low prices reported on the OTC Bulletin Board as
of July 17, 2009.
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Item
8.
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Exhibits
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4.1
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Amended
and Restated 2004 Non-Qualified Stock Option
Plan
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5.1
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Opinion
of Counsel
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23.1
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Consent
of Counsel (included in Exhibit
5.1)
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23.2
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Consent
of M&K CPAS, PLLC
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23.3
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Consent
of Weaver and Martin, LLC
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24.1
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Powers
of Attorney (included on signature
page)
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PLAYERS
NETWORK
|
||
By:
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/s/
Mark Bradley
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|
Mark
Bradley
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||
Cheif
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Chief
Executive Officer
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/s/
Mark Bradley
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Chief
Executive Officer and Director
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|
Mark
Bradley
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(Principal
Executive Officer and Principal Financial and Accounting
Officer)
|
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/s/
Michael Berk
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Director
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Michael
Berk
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||
/s/
Doug Miller
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Director
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Doug
Miller
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||
/s/
Leonard J. Parisi
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Director
|
|
Leonard
J. Parisi
|
||
/s/
John J. English
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Director
|
|
John
J. English
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||
A.
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Options
may be granted hereunder to purchase shares of common stock of the
Company. These options will not qualify as Incentive Stock Options. The
Non-Qualified Options are sometimes referred to hereinafter as
“Options”.
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B.
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Awards
of stock in the Company (“Awards”) may be
granted.
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C.
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Opportunities
to make direct purchases of stock in the Company (“Purchases”) may be
authorized.
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A.
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The
Plan shall be administered by the Board of Directors of the Company (the
“Board”). The Board may in its sole discretion grant Options, authorize
Purchases and grant Awards, as provided in the Plan. The Board shall have
full power and authority, subject to the express provisions of the Plan,
to construe and interpret the Plan and all Option agreements, Purchase
authorizations and Award grants thereunder, to establish, amend and
rescind such rules and regulations as it may deem appropriate for the
proper administration of the Plan, to determine in each case the terms and
provisions which shall apply to a particular Option agreement, Purchase
authorization, or Award grant, and to make all other determinations which
are, in the Board’s judgment, necessary or desirable for the proper
administration of the Plan. The Board may correct any defect, supply any
omission or reconcile any inconsistency in the Plan or in any Option
agreement, Purchase authorization or Award grant in the manner and to the
extent it shall, in its sole discretion, consider expedient. Decisions of
the Board shall be final and binding on all parties who have an interest
in the Plan or any Option, Purchase, Award, or stock issuance thereunder.
No director or person acting pursuant to authority delegated by the Board
shall be liable for any action or determination under the Plan made in
good faith.
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B.
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The
Board may, to the full extent permitted by and consistent with applicable
law and the Company’s By-laws, and subject to Subparagraph D herein below,
delegate any or all of its powers with respect to the administration of
the Plan to a committee (the “Committee”) appointed by the Board. If a
Committee has been appointed, all references in this Plan to the Board
shall mean and relate to that
Committee.
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C.
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Those
provisions of this Plan which make express reference to Rule16b-3 under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or
any successor rule (“Rule 16b-3”), or which are required in order for
certain option transactions to qualify for exemption under Rule 16b-3,
shall apply only to those persons required to file reports under Section
16(a) of the Exchange Act (a “Reporting
Person”).
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D.
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If
the Company registers any class of equity security under Section12 of the
Exchange Act, the selection of a director or an officer (as the terms
“director” and “officer” are defined for purposes of Rule 16b-3) as a
recipient of an option, the timing of the option grant, the exercise price
of the option and the number of shares subject to the option shall be
determined either (i) by the Board, if all of the Board members are
disinterested persons within the meaning of Rule 16(b)(3), or (ii) by two
or more directors having full authority to act in the matter, each of whom
shall be such a disinterested
person.
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A.
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Subject
to Subparagraph 3D of this Plan and Subparagraphs B and C of this
Paragraph 7, the purchase price per share of Common Stock deliverable upon
the exercise of an Option (“exercise price”) shall be determined by the
Board.
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B.
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The
exercise price of each Non-Qualified Option granted under thePlan shall in
no event be less than the par value per share of the Company’s Common
Stock.
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A.
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Each
Option granted under the Plan shall be exercisable either in full or in
installments at such time or times and during such period as shall be set
forth in the agreement evidencing the Option, subject to the provisions of
the Plan. The partial exercise of an option shall not cause the
expiration, termination or cancellation of the remaining portion thereof.
The Board may, in its sole discretion, (i) accelerate the date or dates on
which all or any particular Option or Options granted under the Plan may
be exercised or (ii) extend the dates during which all, or any particular,
Option or Options granted under the Plan may be
exercised.
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B.
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Options
granted under the Plan may provide for payment of the exercise price by
any of the following methods:
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(i)
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In
cash, by wire transfer, by certified or cashier’s check, or by money
order; or
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(ii)
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By
delivery to the Company of an exercise notice that requests the Company to
issue to the Optionee the full number of shares as to which the Option is
then exercisable, less the number of shares that have an aggregate Fair
Market Value, as determined by the Board in its sole discretion at the
time of exercise, equal to the aggregate purchase price of the shares to
which such exercise relates. (This method of exercise allows the Optionee
to use a portion of the shares issuable at the time of exercise as payment
for the shares to which the option relates and is often referred to as a
“cashless exercise.” For example, if the Optionee elects to exercise 1,000
shares at an exercise price of $0.25 and the current Fair Market Value of
the shares on the date of exercise is $1.00, the Optionee can use 250 of
the 1,000 shares at $1.00 per share to pay for the exercise of the entire
Option (250 x $1.00 = $250.00) and receive only the remaining 750
shares.)
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A.
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If,
through or as a result of any merger, consolidation, sale of all or
substantially all of the assets of the Company, reorganization,
recapitalization, reclassification, stock dividend, stock split, reverse
stock split or other similar transaction, (i) the outstanding shares of
Common Stock are increased, decreased or exchanged for a different number
or kind of shares or other securities of the Company, or (ii) additional
shares or new or different shares or other securities of the Company or
other non-cash assets are distributed with respect to such shares of
Common Stock or other securities, an appropriate and proportionate
adjustment shall be made in (a) the maximum number and kind of shares
reserved for issuance under the Plan, (b) the number and kind of shares or
other securities subject to any then outstanding Options under the Plan,
and © the price for each share subject to any then outstanding Options
under the Plan, without changing the aggregate purchase price as to which
such Options remain exercisable. No fractional shares shall be issued
under the Plan on account of any such
adjustments.
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B.
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Any
adjustments under this Paragraph 13 shall be made by the Board of
Directors, whose determination as to what adjustments, if any, will be
made and the extent thereof shall be final, binding and
conclusive.
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A.
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Except
as may otherwise be provided in the applicable option agreement, in the
event of a consolidation or merger or sale of all or substantially all of
the assets of the Company in which outstanding shares of Common Stock are
exchanged for securities, cash or other property of any other corporation
or business entity, or in the event of the liquidation of the Company
(each, a “Change in Control”), the Board, or the board of directors of any
corporation assuming the obligations of the Company, shall, in its
discretion, take any one or more of the following actions, as to
outstanding Options: (i) provide that such Options shall be assumed, or
equivalent options shall be substituted, by the acquiring or succeeding
corporation (or an affiliate thereof); (ii) upon written notice to the
Optionees, provide that any and all outstanding Options shall become
exercisable in full (to the extent not otherwise so exercisable) as of a
specified date or time (“Accelerated Vesting Date”) prior to the
consummation of such transaction, and that all unexercised Options shall
terminate as of a specified date or time (“Accelerated Expiration Date”)
following the Accelerated Vesting Date unless exercised by the Optionee
prior to the Accelerated Expiration Date; provided, however, that the
Optionees shall be given a reasonable period of time within which to
exercise or provide for the exercise of outstanding Options following such
written notice and before the Accelerated Expiration Date; (iii) in the
event of a merger under the terms of which holders of the Common Stock of
the Company will receive upon consummation thereof a cash payment for each
share surrendered in the merger (the “Merger Price”), terminate each
outstanding Option in exchange for a payment, made or provided for by the
Company, equal in amount to the excess, if any, of the Merger Price over
the per-share exercise price of each such Option, times the number of
shares of Common Stock subject to such Option; or (iv) terminate each
outstanding Option in exchange for a cash payment equal in amount to the
product of the excess, if any, of the fair market value of a share of
Common Stock over the per-share exercise price of each such Option, times
the number of shares subject to such Option. The Board shall determine the
fair market value of a share of Common Stock for purposes of the
foregoing, and the Board’s determination of such fair market value shall
be final, binding and conclusive.
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B.
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In
the event of a Change in Control and to the extent the rights described in
this Section 16B are not already substantially provided to each Qualified
Option Recipient by the Board (or the board of directors of any
corporation assuming the obligations of the Company) pursuant to Section
16A, beginning on the date which is 180 days from the date of such Change
in Control, each Qualified Option Recipient (as defined below) shall have
the right to exercise and receive from the Company or its successor their
respective Acceleration Amount (as defined below). A “Qualified Option
Recipient” is defined as an option recipient hereunder who both (A) has
maintained a relationship as an employee, officer or director of, or
consultant or advisor to, the Company or its successor for the 180 days
immediately prior to the Change in Control and (B) on the date which is
180 days after the date of the Change in Control, either (i) maintains a
relationship as an employee, officer or director of, or consultant or
advisor to, the Company or its successor or (ii) fails to maintain a
relationship as an employee, officer or director of, or consultant or
advisor to, the Company or its successor by reason of having such
relationship terminated by the Company or its successor other than for
Cause, where “Cause” means willful misconduct or willful failure of the
option recipient to perform the responsibilities of such option
recipient’s agreed-upon business relationship with the Company or its
successor, including without limitation such option recipient’s breach of
any provision of any employment, consulting, nondisclosure,
non-competition or similar agreement between the option recipient and the
Company. With respect to each Qualified Option Recipient, the
“Acceleration Amount” shall mean the lesser of (a) the number of
additional shares of Common Stock (or their equivalent) which would have
become vested pursuant to their option agreement over the twelve (12)
month period following the date of the Change in Control or (b) fifty
percent (50%) of the shares of Common Stock (or their equivalent) which
had not yet vested pursuant to their option agreement as of the date of
the Change in Control. The Board and, where applicable, the board of
directors of any corporation assuming the obligations of the Company,
shall take all necessary action to accomplish the purposes of this Section
16B, including all such actions as are necessary to provide for the
assumption of such obligation upon the Change in
Control.
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C.
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The
Company may grant Options under the Plan in substitution for Options held
by employees of another corporation who become employees of the Company or
a Related Corporation as the result of a merger or consolidation of the
employing corporation with the Company or a Related Corporation, or as a
result of the acquisition by the Company or a Related Corporation of
property or stock of the employing corporation. The Company may direct
that substitute Options be granted on such terms and conditions as the
Board considers appropriate in the
circumstances.
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D.
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In
the event of a Change in Control and with respect thereto, the rights and
responsibilities of holders of Stock Rights pursuant to this Plan shall be
governed first and foremost by the Company’s agreement with the respective
recipient of such Stock Rights and then, to the extent applicable, by the
terms of this Section 16.
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A.
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The
Board may at any time, and from time to time, modify or amend the Plan in
any respect.
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B.
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The
termination or any modification or amendment of the Plan shall not,
without the consent of an Optionee, affect the Optionee’s rights under an
Option previously granted. With the consent of the Optionee affected, the
Board may amend outstanding option agreements in a manner not inconsistent
with the Plan. The Board shall have the right to amend or modify (i) the
terms and provisions of the Plan and of any outstanding Option, and (ii)
the terms and provisions of the Plan and of any outstanding Option to the
extent necessary to ensure the qualification of the Plan under Rule
16b-3.
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A.
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The
Plan shall become effective when adopted by the Board and Stock Rights
granted under the Plan shall become exercisable upon the Board’s approval
of the Plan. Amendments to the Plan not requiring shareholder approval
shall become effective when adopted by the Board. Stock Rights may be
granted under the Plan at any time after the effective date and before the
termination date of the Plan.
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B.
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Unless
sooner terminated as provided elsewhere in this Plan, thisPlan shall
terminate upon the close of business on the day next preceding the tenth
anniversary of the date of its adoption by the Board. Stock Rights
outstanding on such date shall continue to have force and effect in
accordance with the provisions of the instruments evidencing such Stock
Rights.
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Re:
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Registration
Statement on Form S-8
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Very
truly yours,
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The
Crone Law Group
|
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/s/
The Crone Law
Group
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