UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________________

 

FORM 8-K

 

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

 

Date of report (Date of earliest event reported): October 30, 2013

 

 

JANEL WORLD TRADE, LTD.

 

(Exact name of registrant as specified in its charter)

 

     
Nevada 333-60608 86-1005291
(State or Other Jurisdiction  (Commission File Number) (IRS Employer
of Incorporation)   Identification No.)

 

 

 

150-14 132 nd Avenue, Jamaica, New York 11434

(Address of Principal Executive Offices)

 

 

Registrant’s telephone number, including area code: (718) 527-3800

 

Inapplicable

(Former Name or Former Address if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 

INFORMATION TO BE INCLUDED IN THE REPORT

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On October 30, 2013, Janel World Trade, Ltd. (the “ Company ”) adopted the Company’s 2013 Non-Qualified Stock Option Plan (the “ Plan ”) pursuant to which options to purchase shares of the Company’s common stock may be granted to directors, officers, employees of and consultants to the Company and its subsidiaries. Participants and all terms of any grant of options under the Plan are in the discretion of the Company’s Compensation Committee (or the full Board if no Compensation Committee is appointed).

 

Concurrent with the adoption of the Plan, the following named executive officers were granted option exercisable for a period of 10 years to purchase the following number of shares of the Company’s common stock at $0.065 per share:

 

 

Name

Number of

Shares

Philip J. Dubato 700,000
William J. Lally 700,000
Noel J. Jannello 800,000
Vincent Iacopella 1,700,000

 

The foregoing summary does not purport to be complete and is qualified in its entirety by the full text of the Plan filed as Exhibit 10.1 hereto and incorporated herein by this reference.

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

In accordance with the Company’s Articles of Incorporation and Bylaws, the Company’s Board of Directors amended Article III, Sections 1 and 5 of the Company’s Bylaws effective October 30, 2013, to provide that the number of directors shall be set by resolution of the Board, and any increase in the number of directors shall be filled by the directors then in office. Prior to these amendments, any increase in the number of directors required either an amendment to the Bylaws or a vote of stockholders at an annual meeting or special meeting called for that purpose.

 

Item 8.01.  Other Events.

 

On October 31, 2011, the Company issued a press release announcing the October 30, 2013 closing of the sale of 7,692,308 shares of common stock and a Warrant to purchase up to 12,500,000 shares of common stock, in a private placement in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933 and Regulation D promulgated thereunder. In accordance with SEC Rule 135c(d), a copy of the press release is filed herewith as Exhibit 99.1.

 

 
 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

The following exhibits are filed herewith:

 

Exhibit No.  
3.1 Janel World Trade, Ltd. Bylaws, as amended October 30, 2013
10.1 Janel World Trade, Ltd. 2013 Non-Qualified Stock Option Plan
99.1 Press release dated October 31, 2013

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  JANEL WORLD TRADE, LTD.  
  (Registrant)  
     
Date: November 1, 2013 By:  /s/ William J. Lally  
    William J. Lally
Chief Executive Officer 		 

 

 

Exhibit 3.1

 

AMENDED AND RESTATED BY-LAWS

OF

JANEL WORLD TRADE, LTD.

 

(As amended effective October 30, 2013)

 

 

ARTICLE I

OFFICES

 

SECTION 1. REGISTERED OFFICE. The registered office shall be established and maintained at United Corporate Services, Inc., 202 South Minnesota Street, Carson City, Nevada 89703 and United Corporate Services, Inc. shall be the registered agent of the corporation in charge thereof.

 

SECTION 2. OTHER OFFICES. The corporation may have other offices, either within or without the State of Nevada, at such place or places as the Board of Directors (“ Board ”) may from time to time designate, or the business of the corporation may require.

 

ARTICLE II

MEETINGS OF STOCKHOLDERS

 

SECTION 1. ANNUAL MEETINGS. The annual meetings of the stockholders for the election of directors, and for such other business, shall be held at such place, either within or without the State of Nevada, and at such time and date as the Board shall determine and set forth in the notice of the meeting.

 

At each annual meeting, the stockholders entitled to vote shall elect a Board and they may transact such other corporate business as shall be stated in the notice of the meeting or as shall properly come before the stockholders at the meeting.

 

SECTION 2. OTHER MEETINGS. Meetings of the stockholders for any purpose may be held at such time and place, within or without the State of Nevada, as shall be stated in the notice of the meeting.

 

SECTION 3. VOTING. Unless otherwise stated in the Articles of Incorporation, the By-Laws, a Board resolution, a certificate of designation, or an agreement, each stockholder entitled to vote shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such stockholder. In accordance with Nevada Revised Statute Section 78.355, no proxy shall be voted after six (6) months from its date unless such proxy provides for a longer period. All elections for directors and all other questions shall be decided by majority vote except as otherwise provided by the Articles of Incorporation.

 

The corporation shall be entitled to recognize the person registered on its books as the owner of stock to be the exclusive owner for all purposes including voting and dividends, if any, and the corporation shall not be bound to recognize any equitable or other claim to or interest in such stock on the part of any other person, whether or not the corporation shall have express or other notice thereof, except as otherwise expressly provided by law.

 

SECTION 4. QUORUM. Except as otherwise provided by the Articles of Incorporation or the By-laws, the presence, in person or by proxy, of stockholders holding a majority of the stock of the corporation entitled to vote shall constitute a quorum at all meetings of the stockholders. In case a quorum shall not be present at any meeting, a majority in interest of the stockholders entitled to vote thereat, present in person or by proxy, shall have power to adjourn the meeting without notice other than announcement at the meeting until the requisite amount of stock entitled to vote shall be present. At any such adjourned meeting at which the requisite amount of stock entitled to vote shall be represented, any business may be transacted which might have been transacted at the meeting as originally noticed, but only those stockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof.

 

SECTION 5. SPECIAL MEETINGS. Special meetings of the stockholders for any purpose or purposes may be called by the President or Secretary, or by resolution of the directors.

 

 

 

SECTION 6. NOTICE OF MEETINGS. Written notice, which shall be signed by the President or Vice President, if any, or the Secretary or Assistant Secretary, if any, or such other person as the directors may designate, stating the place, date and time of the meeting, and the general nature of the business to be considered, shall be given to each stockholder entitled to vote thereat at his address as it appears on the records of the corporation, not less than ten (10) nor more than sixty (60) days before the date of the meeting, and upon the mailing of any such notice service thereof is complete and the time of the notice begins to run from the date upon which the notice is deposited in the mail for transmission to the stockholder. Personal delivery of any such notice to any officer of a corporation or association, to any member of a limited liability company managed by managers, to any general partner of a partnership, or to any trustee of a trust constitutes delivery of the notice to the corporation, association, limited liability company, partnership or trust. For a special meeting, no business other than that stated in the notice shall be transacted without the unanimous consent of all the stockholders present and entitled to vote thereat.

 

SECTION 7. ACTION WITHOUT MEETING. Unless otherwise provided by the Articles of Incorporation, any action required to be taken, or which may be taken, at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote if, prior to or after such action, a consent in writing setting forth such action shall be signed by the holders of issued and outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, and such consent is filed with the minutes of proceedings of the stockholders.

 

ARTICLE III

DIRECTORS

 

SECTION 1. NUMBER AND TERM. The number of directors shall be as designated from time to time by resolution of the Board of Directors but in no event less than three (3). The directors shall be elected at the annual meeting of the stockholders and each director shall be elected to serve until his successor shall be elected and duly qualified. A director need not be a stockholder.

 

SECTION 2. RESIGNATIONS. Any director, member of a committee, or other officer may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein or, if no time be specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective.

 

SECTION 3. VACANCIES. If the office of any director, member of a committee, or other officer becomes vacant for any reason, the remaining directors in office, by majority vote, may appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term and until his successor shall be chosen and duly qualified.

 

SECTION 4. REMOVAL. Any director or directors may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote at a special meeting of the stockholders called for that purpose where such business is stated in the notice. Any director or directors may be removed by the unanimous vote of the board, excluding the director(s) being subject to the removal vote, for cause. Cause shall mean the following: (i) commission of (a) a felony, (b) a crime involving fraud or embezzlement, or (c) a violation of a law that effects the corporation; (ii) an act or omission that involves of dishonesty or a material misrepresentation related to the business of the corporation; (iv) the dereliction of any fiduciary duty to the corporation or any of its directors, employees or stockholders; (v) gross negligence or willful malfeasance in the performance of, or refusal to perform, substantial employment or director responsibilities after notice of such conduct; or (vi) a physical or mental disability which prevents the performance of duties for (a) a consecutive period of at least 60 days or (b) a total of 120 days or more in a twelve month period.

 

SECTION 5. INCREASE OF NUMBER. In the event of the number of directors being increased as provided in these By-Laws, the additional directors so provided for shall be elected by the directors already in office, and shall hold office until the next annual meeting of stockholders and thereafter until his or their successors shall be elected.

 

SECTION 6. POWERS. The Board shall exercise all of the powers of the corporation except such as are by law, by the Articles of Incorporation, or by the By-laws specifically conferred upon or reserved to the stockholders.

 

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SECTION 7. COMMITTEES. The Board may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of two (2) or more directors of the corporation with such power and authority as is permitted by law and provided for in said resolution. The Board may designate one or more directors as alternate members of any committee who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member or such committee or committees, the member or members thereof present at any such meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member.

 

All committees shall keep regular minutes of their proceedings and report the same to the Board.

 

SECTION 8. MEETINGS. Meetings of the Board may be held either in or outside the State of Nevada provided a quorum be in attendance.

 

Members of the Board or any committee designated by such Board may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at such meeting.

 

Regular meetings of the Board may be scheduled by a resolution adopted by the Board. The Chairman of the Board, President, or Secretary may call, and, if requested by any two directors, must call, a special meeting of the Board and, for such special meetings, five (5) days notice by mail or twenty four (24) hours’ notice personally, or by telegraph or cable shall be given to each director. The Board may hold an annual meeting, without notice, immediately after the annual meeting of stockholders.

 

SECTION 9. QUORUM. A majority of the directors shall constitute a quorum at any meeting of the Board and the vote of a majority of a quorum shall constitute the act of the Board. If at any meeting of the Board there shall be less than a quorum present, a majority of those present may adjourn the meeting until a quorum is obtained, and notice thereof shall be given to the directors not present of the adjournment and of the time and place of the new meeting.

 

SECTION 10. COMPENSATION. Directors shall not receive any stated salary for their services as directors or as members of committees but, by resolution of the Board, a fixed fee and expenses of attendance may be allowed for attendance at each meeting. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent or otherwise, and receiving compensation therefore.

 

SECTION 11. ACTION WITHOUT MEETING. Any action required or permitted to be taken at any meeting of the Board, or of any committee thereof, may be taken without a meeting if, prior to or after such action, a written consent thereto is signed by all members of the Board, or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board.

 

ARTICLE IV

OFFICERS

 

SECTION 1. OFFICERS. The officers of the corporation shall be a President, a Treasurer, and a Secretary, all of whom shall be elected by the Board, serve at the discretion of the Board, and hold office until their successors are elected and duly qualified. In addition, the Board may elect a Chairman, one or more Vice-Presidents, and such Assistant Secretaries and Assistant Treasurers as it may deem proper. None of the officers of the corporation need be directors. The officers may be elected at the annual meeting or at any special meeting of the Board called for that purpose. Except for the offices of President and Secretary, one person may hold two or more offices.

 

SECTION 2. OTHER OFFICERS AND AGENTS. The Board may appoint such other officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

 

SECTION 3. CHAIRMAN. The Chairman of the Board, if one be elected, shall preside at all meetings of the Board and he shall have and perform such other duties as from time to time may be assigned to him by the Board.

 

SECTION 4. PRESIDENT. The President shall have the general powers and duties of supervision and management usually vested in the office of President of a corporation. He shall preside at all meetings of the stockholders, if present thereat, and, in the absence or non-election of the Chairman of the Board, at all meetings of the Board, and shall have general supervision, direction and control of the business of the corporation.

 

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SECTION 5. VICE-PRESIDENT. Each Vice-President, if any, shall have such powers and shall perform such duties as shall be assigned to him by the directors.

 

SECTION 6. TREASURER. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the corporation. He shall deposit all monies and other valuables in the name and to the credit of the corporation in such depositaries as may be designated by the Board.

 

The Treasurer shall disburse the funds of the corporation as may be ordered by the Board or the President, taking proper vouchers for such disbursements. He shall render to the President and Board at the regular meetings of the Board, or whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the corporation. If required by the Board, he shall give the corporation a bond for the faithful discharge of his duties in such amount and with such surety as the Board shall prescribe.

 

SECTION 7. SECRETARY. The Secretary shall give, or cause to be given, notice of all meetings of stockholders and directors, and all other notices required by the law or the By-laws, and, in case of his absence or refusal to neglect so to do, any such notice may be given by any person thereunto directed by the President, the directors, or stockholder upon whose requisition the meeting is called as provided in the By-laws. He shall record all the proceedings of the meetings of the corporation and of the directors in a book to be kept for that purpose and shall perform such other duties as may be assigned to him by the directors or the President. He shall have the custody of the seal of the corporation, if any, and shall affix the same to all instruments requiring it when authorized by the directors or the President, and attest the same.

 

SECTION 8. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. Assistant Treasurers and Assistant Secretaries, if any, shall be elected and shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the directors.

 

SECTION 9. SALARIES. The salaries of all officers shall be fixed by the Board.

 

ARTICLE V

CAPITAL STOCK

 

SECTION 1. CERTIFICATES OF STOCK. Certificates of stock shall be in such form as required by law and as shall be adopted by the Board. They shall be signed by the Chairman or a Vice-Chairman of the Board, if any, or by the President or a Vice-President, if any, and by the Secretary or an Assistant Secretary, if any, or the Treasurer or an Assistant Treasurer, if any, and may be sealed with the corporate seal or a facsimile thereof. When such a certificate is countersigned by a transfer agent or registered by a registrar, the signatures of any such officers may be facsimile.

 

SECTION 2. LOST OR DESTROYED CERTIFICATES. If the holder of any certificate representing shares of stock of the corporation notifies the corporation of any loss, theft or destruction thereof, the Board may thereupon, in its discretion, cause a new certificate for the same number of shares to be issued to such holder upon satisfactory proof of such loss, theft or destruction, and the deposit of indemnity by way of bond or otherwise in such form and amount and with such surety or sureties as the Board may require to indemnify the corporation against loss or liability by reason of the issuance of such new certificate.

 

SECTION 3. TRANSFER OF SHARES. Shares of the corporation shall be transferable only upon its books by the registered holder thereof in person or by his duly authorized attorney or legal representative and upon such surrender of the certificate or certificates for such shares properly assigned for transfer. A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer.

 

SECTION 4. STOCKHOLDERS RECORD DATE. The Board may fix, in advance, a date not exceeding sixty (60) days nor less than ten (10) days, as the record date for the determination of stockholders entitled (i) to receive notice of or to vote at any meeting of stockholders, (ii) to consent to any proposal without a meeting, (iii) for the purpose of determining stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, (iv) or for the purpose of any other lawful action.

 

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ARTICLE VI

MISCELLANEOUS

 

SECTION 1. DIVIDENDS. The directors may, in their discretion, declare dividends, from time to time and in amounts in their discretion, upon the capital stock of the corporation from the surplus or net profits available therefore.

 

SECTION 2. SEAL. The directors, from time to time by resolution, may provide a suitable corporate seal, which, if provided for an used, shall be in the charge of the Secretary and shall be used as authorized by the By-laws. The seal, if any, may be used by causing it or a facsimile thereof to be impressed or affixed, or in any manner reproduced.

 

SECTION 3. FISCAL YEAR. The fiscal year of the corporation shall be determined by resolution of the Board.

 

SECTION 4. CHECKS. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers or agent or agents of the corporation, and in such manner as shall be determined from time to time by resolution of the Board.

 

SECTION 5. NOTICE AND WAIVER OF NOTICE. Whenever any notice is required by the By-laws to be given, personal notice is not meant unless expressly so stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in the United States mail, postage, prepaid, addressed to the person entitled thereto at his address as it appears on the records of the corporation, and such notice shall be deemed to have been given on the day of such mailing. Stockholders not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by law.

 

Whenever all parties entitled to vote at any meeting, whether of directors or stockholders, consent either (i) by a writing on the records of the meeting or filed with the Secretary, (ii) by presence at such meeting and oral consent entered on the minutes, or (iii) by taking part in the deliberations at such meeting without objection, the doings of such meeting shall be as valid as if had at a meeting regularly called and noticed, and, at such meeting, any business may be transacted which is not excepted from the written consent or to the consideration of which no objection for want of notice is made at the time, and, if any meeting be irregular for want of notice or of such consent, provided a quorum was present at such meeting, the proceedings of said meeting may be ratified and approved and rendered likewise valid, and the irregularity or defect therein waived by a writing signed by all parties having the right to vote at such meeting. Any such consent or approval of stockholders may be by proxy or attorney, but all such proxies and powers of attorney must be in writing.

 

Whenever any notice whatever is required to be given under the provisions of the law, the Articles of Incorporation, or the By-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

 

ARTICLE VII

AMENDMENTS

 

The By-laws may be altered or repealed, and By-laws may be made, at any annual meeting of the stockholders, or at any special meeting thereof, if notice of the proposed alteration or repeal of the By-law or By-laws to be made is contained in the notice of such special meeting, by the affirmative vote of a majority of the stock issued and outstanding and entitled to vote thereat, or by the affirmative vote of a majority of the Board at any regular meeting of the Board or at any special meeting of the Board if notice of the proposed alteration or repeal of the By-law or By-laws to be made is contained in the notice of such special meeting.

 

ARTICLE VIII

INDEMNIFICATION

 

No director shall be liable to the corporation or any of its stockholders or creditors for any monetary damages as a result of any act or failure to act in his capacity as a director or officer unless it is proven that (i) his act or failure to act constituted a breach of his fiduciary duties to the corporation or its stockholders as a director or officer and (ii) his breach of those duties involved an intentional misconduct, fraud, or a knowing violation of law. It is the intention of the foregoing provisions to eliminate the liability of the corporation’s directors to the corporation, its stockholders, and creditors to the fullest extent permitted by law. The corporation shall indemnify to the fullest extent permitted by law each director and officer that such law grants the corporation the power to indemnify. The corporation shall advance any expenses to any such director or officer as may be required to defend an action against such person.

 

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Exhibit 10.1

 

Janel World Trade, Ltd.

2013 Non-Qualified Stock Option Plan

 

1. purpose.

 

The purpose of the Janel World Trade, Ltd. (the “ Company ”) 2013 Non-Qualified Stock Option Plan (the “ Plan ”) is to promote the financial interests of the Company, including its growth and performance, by encouraging directors, officers, employees of and consultants to the Company and its subsidiaries to acquire an ownership position in the Company, enhancing the ability of the Company and its subsidiaries to attract and retain employees of outstanding ability, and providing directors, employees and consultants with a way to acquire or increase their proprietary interest in the Company’s success.

 

2. shares subject to the plan.

 

Subject to adjustment as provided in Section 13 hereof, up to 5,000,000 of shares of common stock, par value $0.001 per share, of the Company (the “ Shares ”) shall be available for the grant of options under the Plan. The Company shall reserve and keep available such number of Shares as will satisfy the requirements of all outstanding options granted under the Plan. Shares subject to an option that expires unexercised, that is forfeited, terminated or canceled, in whole or in part, shall thereafter again be available for grant under the Plan.

 

3. administration.

 

The Plan shall be administered by the Compensation Committee (the “ Committee ”) of the Board of Directors of the Company (the “ Board ”) or, if the Board does not create the Committee, by the Board which shall function as the Committee. A majority of the Committee shall constitute a quorum, and the acts of a majority shall be the acts of the Committee.

 

Subject to the provisions of the Plan, the Committee shall (i) from time to time select directors, officers and employees of and consultants to the Company and its subsidiaries who will participate in the Plan (the “ Participants ”), (ii) determine the Shares subject to option, (iii) have the authority to interpret the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, (iv) determine the terms and provisions of any agreements entered into hereunder, and (v) make all other determinations necessary or advisable for the administration of the Plan. The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any option in the manner and to the extent it shall deem desirable to carry it into effect. The determinations of the Committee in the administration of the Plan, as described herein, shall be final and conclusive.

 

4. eligibility.

 

All directors, officers and employees of the Company and its subsidiaries and, subject to the following sentence, consultants to the Company and its subsidiaries, all as determined by the Committee, are eligible to be Participants in the Plan. As used herein, an eligible Participant which is a “ consultant ” means any consultant or adviser to the Company and its subsidiaries if: (i) the consultant or adviser renders bona fide services to the Company or any subsidiary of the Company; (ii) the services rendered by the consultant or adviser are not in connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for the Company’s securities; and (iii) the consultant or adviser is a natural person who has contracted directly with the Company or any subsidiary of the Company to render such services.

 

5. options; exercise price.

 

Options under the Plan will be non-qualified stock options. The Committee shall establish the option price at the time each stock option is granted.

 

 

 

 

6. exercise of options.

 

Except as herein provided, options shall be exercisable for such period as specified by the Committee. In no event may options be exercisable more than 10 years after their date of grant. The option price of each Share as to which a stock option is exercised shall be paid in full at the time of such exercise. Such payment shall be made in cash, by tender of Shares owned by the Participant valued at fair market value as of the date of exercise and in such other consideration as the Committee deems appropriate, or by a combination of cash, Shares and such other consideration. To exercise the option, the optionee or his successor shall give written notice to the Company’s Chief Financial Officer at the Company’s principal office, setting forth the number of Shares being purchased and the date of exercise of the option, which date shall be at least five days after the giving of such notice unless otherwise agreed to by the Committee and the optionee. Such notice shall be accompanied by full payment of the option exercise price for Shares being purchased and a written statement that the Shares are purchased for investment and not with a view toward distribution. However, this statement shall not be required in the event the Shares subject to the option are registered with the Securities and Exchange Commission. If the option is exercised by the successor of the optionee, following his death, proof shall be submitted, satisfactory to the Committee, of the right of the successor to exercise the option. Shares issued pursuant to this Plan which have not been registered with the Securities and Exchange Commission shall be appropriately legended. No Shares shall be issued pursuant to the Plan until full payment for such Shares has been made. The optionee shall have no rights as a shareholder with respect to optioned Shares until the date of exercise of the option with respect to such Shares. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights for which the record date is prior to such date of exercise, except as otherwise provided herein. The Company shall not be required to transfer or deliver any certificates for Shares purchased upon any exercise of any option until after compliance with all then applicable requirements of law. Any fraction of a Share required to satisfy such obligation shall be disregarded and the amount due shall instead be paid in cash to the Participant.

 

7. option agreements .

 

The granting of an option shall take place only when a written Option Agreement substantially in the form of Exhibit A hereto is executed by the Company and the optionee and delivered to the optionee. All options under this Plan shall be evidenced by such written Option Agreement between the Company and the optionee. Such Option Agreement shall contain such further terms and conditions, not inconsistent with the foregoing, related to the grant or the time or times of exercise of options as the Committee shall prescribe.

 

8. withholding.

 

The Company shall have the right to deduct from any payment to be made pursuant to the Plan, or to require prior to the issuance or delivery of any Shares or the payment of cash under the Plan, any taxes required by law to be withheld therefrom. The Committee, in its sole discretion, may permit a Participant to elect to satisfy such withholding obligation by having the Company retain the number of Shares the fair market value of which equals the mount required to be withheld.

 

9. nontransferability.

 

No option shall be assignable or transferable, and no right or interest of any Participant shall be subject to any lien, obligation or liability of the Participant, except by will or the laws of descent and distribution.

 

10 . no right to employment.

 

No person shall have any claim or right to be granted an option, and the grant of an option shall not be construed as giving a Participant the right to be retained in the employ or as a director of the Company or its subsidiaries. Further, the Company and its subsidiaries expressly reserve the right at any time to dismiss a Participant free from any liability, or any claim under the Plan, except as provided herein or in any agreement entered into hereunder.

 

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11. termination of rights; death.

 

All unexercised or unexpired options granted or awarded under this Plan will terminate, be forfeited and will lapse immediately if such Participant’s employment or relationship with the Company and its subsidiaries is terminated by the Participant for any reason or by the Company due to fraud or other misconduct which is materially injurious to the Company, monetarily or otherwise. Upon any such termination which will cause forfeiture of any unexercised options, the Committee may permit the exercise of such options for a period not to exceed 90 days after the date of such termination. If a Participant’s employment or relationship with the Company is terminated by reason of his death, such Participant’s personal representatives, estate or heirs (as the case may be) may exercise, subject to any restrictions imposed by the Committee at the time of the grant, any option which was exercisable by the Participant as of the date of his death for a period of 180 days after the date of the Participant’s death unless extended by the Committee.

 

12. registration.

 

If the Company shall be advised by its counsel that any Shares deliverable upon any exercise of an option are required to be registered under the Securities Act of 1933, or that the consent of any other authority is required for the issuance of such Shares, the Company may effect registration or obtain such consent, and delivery of Shares by the Company may be deferred until registration is effected or such consent is obtained.

 

13. adjustment of and changes in shares.

 

In the event of any change in the outstanding Shares by reason of any Share dividend or split, recapitalization, merger, consolidation, spinoff, combination or exchange of Shares or other corporate change, or any distributions to shareholders other than regular cash dividends, the Committee may make such substitution or adjustment, if any, as it deems to be equitable, as to the exercise price, number or kind of Shares or other securities issued or reserved for issuance pursuant to the Plan and to outstanding options.

 

14. amendment.

 

The Board of Directors may amend or terminate the Plan or any portion thereof at any time, provided that no amendment shall be made without shareholder approval if such approval is necessary by law or regulation.

 

15. effective date.

 

The Plan has been adopted by the Board of Directors of the Company and, upon approval of the Shareholders of the Company, shall be effective as of October 31, 2013. Unless extended or earlier terminated by the Board of Directors, the Plan shall continue in effect until, and shall terminate on, the tenth anniversary of the effective date of the Plan. Unless so extended, no additional options may be granted on or after the tenth anniversary of the effective date of the Plan.

 

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Exhibit A 

 

Janel World Trade, Ltd.

2013 Non-Qualified Stock Option Plan

Stock Option Agreement

 

THIS STOCK OPTION AGREEMENT is made this ___ day of _______, 201__, by and between Janel World Trade, Ltd. , a Nevada corporation (the “ Company ”), and _____________________________ (the “ Optionee ”).

 

WHEREAS, the Board of Directors of the Company considers it desirable and in the Company’s interest that the Optionee be given an opportunity to purchase its shares of common stock, par value $.01 per share (the “ Shares ”), pursuant to the terms and conditions of the Company’s 2013 Non-Qualified Stock Option Plan (the “ Plan ”) to provide an incentive for the Optionee and to promote the interests of the Company.

 

NOW, THEREFORE, it is agreed as follows:

 

1. Incorporation of the Terms of the Plan . This Stock Option Agreement is subject to all of the terms and conditions of the Plan, and the terms of the Plan are hereby incorporated herein by reference and made a part hereof.

 

2. Grant of Option . The Company hereby grants to Optionee an option to purchase from the Company ________ Shares (“ Option Shares ”) at the exercise price per Share set forth below. Subject to earlier expiration or termination of the option granted hereunder, this option shall expire on the ___th anniversary of the date hereof.

 

3. Period of Exercise of Option . The Optionee shall be entitled to exercise the option granted hereunder to purchase Option Shares as follows:

 

Exercise Date No. of Shares Exercise Price per Share

 

in each case, together with the number of Option Shares which Optionee was theretofore entitled to purchase.

 

4. Additional Exercise Periods . In the event of the death of the Optionee, or if the Optionee’s employment or relationship with the Company or its subsidiaries is terminated for any reason, the option granted hereunder may be exercised as set forth in the Plan.

 

5. Method of Exercise . In order to exercise the options granted hereunder, Optionee must give written notice to the Chief Financial Officer of the Company at the Company’s principal place of business, accompanied by full payment of the exercise price for the Option Shares being purchased, in accordance with the terms and provisions of the Plan.

 

6. Manner of Payment . An Optionee may pay the option price for Shares purchased upon exercise of the option as set forth in the Plan.

 

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first above written.

 

witness/attest :   JANEL WORLD TRADE, LTD.  
         
    By:    
         
    Optionee  
       
       

  

Exhibit 99.1

 

 

For Immediate Release

 

Janel World Trade, Ltd. CLOSES ON CAPITAL RAISE

 

JAMAICA, NY – October 30, 2013 -- Janel World Trade, Ltd. (OTCQB:  JLWT), a full-service global provider of integrated transportation logistics, announced today that it has closed on the agreement that was executed on October 6, 2013 for a $500,000 investment from an investor in exchange for newly issued shares of the company’s common stock at a price of $0.065. The company intends to use the proceeds from the sale for general working capital purposes. In connection with the sale, the company issued five-year warrants to the investor for up to an additional $1,000,000 investment upon exercise for additional newly issued shares of the company’s common stock at a price of $0.08.

 

The offer and sale of the shares have not been registered under the Securities Act of 1933, as amended, and the shares may not be offered or sold in the United States absent registration under such act and applicable state securities laws or an applicable exemption from those registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

 

Forward-Looking Statements

This press release includes statements that may constitute "forward-looking" statements, usually containing the words "believe," "estimate," "project," "intend," "expect" or similar expressions. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that would cause or contribute to such differences include, but are not limited to, the Company's dependence upon conditions in the air, ocean and land-based freight forwarding industry, the size and resources of many competitors, the need for the Company to effectively integrate acquired businesses and to successfully deliver its primary services, and other risks detailed in the Company's periodic report filings with the Securities and Exchange Commission, including its most recent Form 8-K, Form 10-Q and Form 10-K filings. By making these forward-looking statements, the Company undertakes no obligation to update these statements for revisions or changes after the date of this release.

 

Contact:

Janel World Trade

150-14 132 nd Avenue

Jamaica, New York 11434

(718) 527-3800

www,janelgroup.net