AND- the last of the company shareholders meeting report.
and is necessary to assist the Company in its efforts to attract, retain and motivate key employees and consultants.
A copy of the Plan is annexed to this Proxy Statement as Exhibit A and the following summary of its principal provisions is subject in all respects to the full text of the Plan.
The effective date of the Plan is April 2, 1998, subject to approval by stockholders of the Company at the Annual Meeting. Awards may be made by the Company under the Plan until April 2, 2008. Shares awarded may be from authorized but unissued shares or from Company treasury shares. No recipient shall be entitled to more than an aggregate of 50,000 shares of Common Stock issuable pursuant to awards under the Plan. The recipient of an award under the Plan will be issued a stock certificate for shares (the "Shares") of Common Stock of the Company equivalent in number to the award granted, and the certificate shall bear an appropriate restrictive legend on its face, which legend shall be subject to removal pursuant to an effective registration statement or an opinion of counsel satisfactory to the Company that such registration is not required.
The Board of Directors or Committee may, in its sole discretion, grant to a recipient of an award, a cash amount ("Cash Amount") not to exceed the federal, state and local taxes the recipient must pay as a result of the fair market value of the award being included in income for federal, state and local income . . t shall in no way require the Board of
tax purposes. The grant of a Cash Amount to one reciplen award.
Directors or the Committee to grant a Cash Amount to any other recipient of an
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Participation under the Plan shall be limited to officers and key employees of the Company, including directors of the Company who are also key employees of the Company and consultants to the Company.
The Plan is to be administered by the Company's Board of Directors and/or by a Stock Grant Committee or Compensation Committee, a committee comprised of the non-employee members of the Company's Board of Directors (the "Committee"). The Company's Board of Directors and/or the Committee has full and exclusive authority in its discretion to grant shares of Common Stock to eligible employees, officers, and consultants in such amounts as are deemed appropriate, to determine the time or times at which awards will be granted, to interpret the provisions and supervise the administration of the Plan, and to prescribe, amend and rescind rules and regulations with respect to the Plan.
The Company has been advised that the Federal income tax consequences to the Company and the recipient of an award under the Plan and the existing applicable provisions of the Internal Revenue Code and regulations are substantially as follows: for Federal Income Tax purposes, the recipient must include in his or her gross income the fair market value of Common Stock at the time of the award of the Common Stock and the amount of any Cash Amount paid. The Company is entitled to a deduction for compensation equal to the amount of gross income recognized by the recipient at the time so recognized.
Required Stockholder Vote
Approval of the Plan requires the affirmative vote of the holders of a majority of the shares of Common Stock voting either in person or by proxy at the Annual Meeting. The Board of Directors believes that it is in the best interests of the Company to approve the Plan, and the Board of Directors unanimously recommends that stockholders vote FOR the proposal to ratify the Plan.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL 4.
Proposal 5. Ratification of the Issuance in 1997 of Common Stock to Officers.
In April 1997, the Company issued a $10,000 bonus, which was paid with 25,000 shares of Common Stock, to each of Dr. Faris, Mr. Fitzpatrick, Mr. Tracy, and Mr. Lorrie Olivier, a Vice President of the Company. Such issuance is subject to ratification by the Shareholders at the Company's Annual Meeting. Absent such ratification, 75% of such shares will be returned to the Company.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL 5.
SHAREHOLDER PROPOSALS
No person who intends to present a proposal for action at a forthcoming shareholders' meeting of the Company may seek to have the proposal included in the proxy statement or form of proxy for such meeting unless that person (a) is a record beneficial owner of at least $1,000 in market value of shares of Common Stock, has held such shares for at least one year at the time the proposal is submitted, and such person shall continue to own such shares through the date on which the meeting is held, (b) provides the Company in writing with his name, address, the number of shares held by him and the dates upon which he acquired such shares, with documentary support for a claim of beneficial ownership, (c) notifies the Company of his intention to appear personally at the meeting or by a qualified representative under Nevada law to present his proposal for action and (d) submits his proposal timely. A shareholder may submit only one proposal with a supporting statement of not more than 500 words, if requested, for inclusion in the proxy materials. Under certain circumstances enumerated in the Securities and 18
Exchange Commission's rules relating to the solicitation of proxies, the Company may be entitled to omit the proposal and any statement in support thereof from its proxy statement and form of proxy.
Proposals of shareholders of the Company which are intended to be presented at the Company's next annual meeting must be received by the Company no later than March 1, 1999 in order that they may be included in the proxy statement and form of proxy relating to that Meeting.
By Order of the Board of Directors,
George N. Faris
Chairman of the Board of Directors
Dated: May 15, 1998 |
