Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SOLAR ENERGY INITIATIVES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 20-5241121 | |
| (State or other jurisdiction of | (I.R.S. Employer Identification No.) | |
| incorporation or organization) |
Solar Energy Solutions, Inc.
2012 Employee and Consultant Stock Compensation Plan
(Full title of the plan)
David Fann, Chief Executive Officer
2500 Regency Parkway
Cary, North Carolina 27518
(Name and address of agent for service)
(904) 644-6090
(Telephone number, including area code, of agent for service)
Copies to:
Nathan D. Simmons, Esq.
Simmons Legal Services, LLC
2710 South Algonquian Street, Suite 107
Aurora, Colorado 80016
(303) 818-1573
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.
| Large accelerated filer [ ] | Accelerated filer [ ] |
| Non-accelerated filer [ ] | Smaller reporting company [X] |
CALCULATION OF REGISTRATION FEE
| Title of each class of securities to be registered |
Amount to be registered | Proposed maximum offering price per share (2) | Proposed maximum aggregate offering price | Amount of registration fee | |||||||||
| Common Stock, $0.001 par value | 2,000,000 Shares(1) | $ | .048 | $ | 96,000 | $ | 11 | ||||||
(1) Pursuant to Rule 416(a), this registration statement shall be deemed to cover an indeterminate number of additional shares that may become issuable as a result of stock splits, stock dividends or similar transactions pursuant to the anti-dilution provisions of the plans.
(2) Pursuant to Rule 457(c) and (h) of the Securities Act of 1933, as amended, the registration fee is calculated on the basis of the average of the high and low prices for the Common Stock as reported on the OTCQB at the close of trading on April 6, 2012 of $.048
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
Effective April 9, 2012,Solar Energy Initiatives, Inc. (the “Company”) adopted its 2012 Employee and Consultant Stock Compensation Plan (the “Plan”). The number of shares of common stock of the Company that are available for issuance under the Plan are 2,000,000 shares of the Company’s Common Stock, $0.001 par value. This Registration Statement on Form S-8 is filed with the Securities and Exchange Commission (the “Commission”) for the purposes of registering the 2,000,000 shares of the Company’s Common Stock issuable under the Plan.
The documents containing the information specified in Part I of Form S-8 will be sent or given to participants in the Plan as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). Such documents are not being filed with the Commission, but constitute, along with the documents incorporated by reference into this Registration Statement, a prospectus that meets the requirements of Section 10(a) of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information
The Company will furnish without charge to each person to whom the prospectus is delivered, upon the written or oral request of such person, a copy of any and all of the documents incorporated by reference in Item 3 of Part II of this Registration Statement and incorporated by reference in the Section 10(a) prospectus, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference to the information that is incorporated). Written request should be made to Investor Relations at Solar Energy Solutions, Inc., at 2500 Regency Parkway, Cary, North Carolina 27518.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by the Company with the Commission under the Securities Exchange Act of 1934, as amended (“Exchange Act”) are hereby incorporated by reference in this Registration Statement:
| 1. | The Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2011, filed on November 15, 2011, and as amended and filed on February 10, 2012. |
| 2. | The Company’s Quarterly Reports, as of the quarter ended October 31, 2011, as filed on December 15, 2011 (including an amended filing), and as amended and filed on January 3, 2012, and for the quarter ended January 31, 2012, filed on March 30, 2012. |
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| 3. | The Company’s Current Reports on Form 8-K, filed on August 9, 2011 (as amended on December 9, 2012), on October 3 and 20, 2011, and on February 14, 2012. |
| 3. | The description of the Company’s stock as set forth in its Registration Statement on Form SB-2, filed on February 19, 2007, as amended pursuant to a Forms 8-K, disclosing amendments to the Company’s Articles of Incorporation, filed on August 1 and September 24, 2008, December 23, 2011 and March 8, 2012. |
In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this registration statement and to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
No applicable
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law authorizes us to indemnify any director or officer under prescribed circumstances and subject to certain limitations against certain costs and expenses, including attorneys' fees actually and reasonably incurred in connection with any action, suit or proceedings, whether civil, criminal, administrative or investigative, to which such person is a party by reason of being one of our directors or officers if it is determined that the person acted in accordance with the applicable standard of conduct set forth in such statutory provisions.
Our Bylaws, as provided under Delaware law, state, in part, that the Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person. The Company shall be required to indemnify a person in connection with a proceeding initiated by such person only if the proceeding was authorized by the board of directors of the Company.
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These provisions in our Bylaws also state, in part, that the Company shall pay the expenses incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by or on behalf of such director or officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under these provisions of the Bylaws or otherwise.
Our Articles of Incorporation also provide that, to the fullest extent permitted by Section 102(b)(7) of the General Corporation Law of the State of Delaware, as amended from time to time, or in analogous provisions of successor law, there shall be no liability on any part of any director of the Company to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of Registrant pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in such Act and is, therefore, unenforceable.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
| 4.1 | Solar Energy Initiatives, Inc. 2012 Employee and Consultant Stock Compensation Plan |
| 5.1 | Opinion of Simmons Legal Services, LLC |
| 23.1 | Consent of L.L. Bradford & Company, LLC, independent auditors. |
| 23.2 | Consent of Simmons Legal Services, LLC (included in Exhibit 5.1). |
| 24.1 | Power of Attorney (included on the signature page to this registration statement) |
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) 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, as amended (the “Securities Act”).
(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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
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(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.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act, 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 bona fide offering thereof.
(3) 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.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended (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 therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act, and is therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cary, North Carolina, on this 9thday of April 2012.
| SOLAR ENERGY INITIATIVES, INC. | ||
| By: | /s/ David Fann | |
| David Fann | ||
| Chief Executive Officer | ||
POWER OF ATTORNEY
The undersigned directors and officer of Solar Energy Initiatives, Inc., hereby constitute and appoint David Fann, with full power to act with full power of substitution and re-substitution, our true and lawful attorney-in-fact with full power to execute in our name and behalf in the capacities indicated below any and all amendments (including post-effective amendments and amendments thereto) to this registration statement under the Securities Act of 1933 and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and hereby ratify and confirm each and every act and thing that such attorney-in-fact, or any duly authorized substitute of such person, shall lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ David Fann | Chief Executive Officer and | April 9, 2012 | ||
| David Fann | Director (Principal Executive Officer) | |||
| /s/ Pierre Besuchet | Director | April 9, 2012 | ||
| Pierre Besuchet |
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EXHIBIT INDEX
| 4.1 | Solar Energy Initiatives, Inc. 2012 Employee and Consultant Stock Compensation Plan |
| 5.1 | Opinion of Simmons Legal Services, LLC |
| 23.1 | Consent of L.L. Bradford & Company, LLC, Independent Auditor |
| 23.2 | Consent of Simmons Legal Services, LLC (included in Exhibit 5.1). |
| 24.1 | Power of Attorney (included on the signature page to this registration statement) |
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EXHIBIT 4.1
SOLAR ENERGY INITIATIVES, INC.
2012 EMPLOYEE AND CONSULTANT STOCK COMPENSATION PLAN
1. Purpose. The purpose of this 2012 Employee and Consultant Stock Plan (“Plan”) is to provide compensation in the form of common stock (“Common Stock”), $0.001 par value, of US Natural Gas Corp (the “Company”) to employees and “eligible consultants” (as defined in Section 3 hereof) who have previously rendered services to the Company or who will render services to the Company in the future.
2. Administration. (a) This Plan shall be administered by the Board of Directors of the Company who may from time to time (i) issue orders or adopt resolutions not inconsistent with the provisions of this Plan and (ii) interpret the provisions and supervise the administration of the Plan. The Chief Executive Officer of the Company shall make initial determinations as to which employees and “eligible consultants” (including professionals and advisors) will be considered to receive shares of Common Stock under the Plan and on what terms and conditions. The Chief Executive Officer of the Company will provide a list of such individuals to the Board of Directors. All final determinations under the Plan shall be made by the affirmative vote of a majority of the members of the Board of Directors at a meeting called for such purpose, or reduced to writing and signed by a majority of the members of the Board of Directors. Subject to the Company’s Bylaws, all decisions by the Board of Directors in selecting employees and “eligible consultants,” establishing the number of shares and construing the provisions of this Plan shall be final, conclusive and binding on all persons, including the Company, shareholders, employees and “eligible consultants.”
3. Eligible Consultants. The Company may engage “advisors” and/or “consultants,” who may participate in this Plan in the future, as long as such “advisors” and/or “consultants” fit the definition of “employee” included the General Instructions to Securities and Exchange Commission (“SEC”) Form S-8, which define the term “employee” to include any employee, director, general partner, officer, consultant or advisor. Such General Instructions impose three essential limitations on “consultants” and “advisors” eligible for participation in a plan covered by SEC Form S-8. Therefore, in order for a “consultant” or “advisor” to the Company to be an “eligible consultant” under this Plan and to be eligible to receive shares of Common Stock under this Plan and pursuant to a Form S-8 filed by the Company with the SEC, such “consultant” and/or “advisor” (i) must be a natural person; (ii) must provide bona fide services to the Company; and (iii) the services rendered by such “consultant” or “advisor” may not be in connection with the offer or sale of securities in a capital-raising transaction and may not directly or indirectly promote or maintain a market for the Company’s securities.
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4. Shares Subject to the Plan. The total number of shares of Common Stock subject to this Plan is as follows: 2,000,000 shares of Common Stock, par value $.001, to be awarded to employees and eligible consultants as provided herein and as the Board of Directors may determine.
5. Investment Intent. Unless and until the sale and issuance of Common Stock subject to the Plan are registered under the Securities Act of 1933, as amended (“Securities Act”). or shall be exempt from registration pursuant to the rules promulgated thereunder, each grant of Common Stock under the Plan shall provide that the acquisitions of Common Stock hereunder shall be for investment purposes and not with a view to, or for resale in connection with, any distribution thereof. Further, unless the issuance and sale of the Common Stock has been registered under the Securities Act, each grant of Common Stock shall provide that no shares shall be sold unless and until (i) all then applicable requirements of state and federal laws and regulatory agencies shall have been fully complied with to the satisfaction of the Company and its counsel; and (ii) if requested to do so by the Company, the person who is to receive a grant of Common Stock pursuant to the Plan shall have executed and delivered to the Company a letter of investment intent and/or such other form related to applicable exemptions from registration, all in such form and substance as the Company may require.
6. Stock Splits, Stock Dividends, Combinations or Reclassifications. In the event of any change in the outstanding stock of the Company by reason of a stock split, stock dividend, combination or reclassification of shares, recapitalization, merger or similar event (“Adjusting Event”), the Board of Directors may adjust proportionally (a) the number of shares of Common Stock reserved under the Plan, which have not been granted as of the effective date of such Adjusting Event.
7. Withholding. The Company shall have the right to deduct from any grant of Common Stock an appropriate number of shares for payment of taxes by law or to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for withholding of such taxes. If Common Stock is used to satisfy tax withholding, such stock shall be valued in good faith by the Board of Directors, who may use reported trading data from the principal exchange or trading platform upon which the Company’s stock is traded for such period of time as the Board of Directors may determine in compliance with applicable law.
8. Governing Law. The Plan and all determinations made and action taken pursuant hereto, to the extent not otherwise governed by the securities laws of the United States or State of Delaware, shall be governed by the law of the State of North Carolina and construed accordingly.
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9. Termination of the Plan. This Plan shall terminate upon the issuance of all shares available under the Plan or when it is otherwise terminated by the Board of Directors.
10. Effective Date of the Plan. This Plan shall become effective upon its adoption by the Board of Directors.
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EXHIBIT 5.1
NATHAN D. SIMMONS, ESQ.
SIMMONS LEGAL SERVICES, LLC
7210 South Algonquian Street, Suite 107
Aurora, Colorado 80016
Telephone (303) 818-1573
April 9, 2012
Board of Directors
Solar Energy Initiatives, Inc.
2500 Regency Parkway
Cary, North Carolina 27518
| Re: | 2012 Employee and Consultant Stock Compensation Plan – |
| Registration Statement on Form S-8 for 2,000,000 shares |
Gentlemen:
We have acted as counsel to Solar Energy Initiatives, Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance and sale by the Company of up to 2,000,000 shares of Common Stock, $0.001 par value (the "Common Stock") of the Company pursuant to the 2012 Employee and Consultant Stock Compensation Plan (the “Plan”), as further described in a Registration Statement on Form S-8 (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”).
In rendering our Opinion, we have examined such agreements, documents, instruments and records as we deemed necessary or appropriate under the circumstances for us to express our opinion, including, without limitation, the Articles of Incorporation and Bylaws, as amended, of the Company; resolutions adopted by the Board of Directors and shareholders of the Company authorizing and approving the Plan and the preparation and filing of the Registration Statement, and an officer’s certificate regarding the foregoing and related issues. In making all of our examinations, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as copies, and the due execution and the delivery of all documents by any persons or entities other than the Company where due execution and delivery by such persons or entities is a prerequisite to the effectiveness of such documents.
Based on the foregoing, and having regard for such legal considerations as we have deemed relevant, we are of the opinion that the Common Stock to be issued by the Company pursuant to the Plan has been duly authorized and, upon issuance, compliance with any restrictive terms, delivery and payment therefore in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable.
Board of Directors
Solar Energy Initiatives, Inc.
Page 2
April 9, 2012
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to references to our firm included in or made a part of the Registration Statement.
| Very truly yours, | |
| SIMMONS LEGAL SERVICES, LLC | |
| /s/ Nathan D. Simmons | |
| Nathan D. Simmons, Esq. |
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2012 Employee and Consultant Stock Compensation Plan of Solar Energy Initiatives, Inc. (the “Company”), of our report dated November 15, 2011 with respect to the audited financial statements as set forth in the Company’s Annual Report on Form 10-K, filed on November 15, 2011.
| /s/ L.L. Bradford & Company, LLC |
L.L. Bradford & Company, LLC
Certified Public Accountants
Las Vegas, Nevada
April 9, 2012
SOLAR ENERGY INITIATIVES, INC.
ISSUANCE AND REGISTRATION ON FORM S-8 OF SHARES UNDER
2012 EMPLOYEE AND CONSULTANT STOCK COMPENSATION PLAN
OFFICER’S CERTIFICATE
This Officer's Certificate is given in connection with the opinion that Simmons Legal Services, LLC, is delivering in connection with the proposed issuance and sale by Solar Energy Initiatives, Inc. (the “Company”) of up to 2,000,000 shares of Common Stock of the Company pursuant to the 2012 Employee and Consultant Stock Compensation Plan (the “Plan”) as further described in a Registration Statement on Form S-8 to be filed by the Company with the Securities and Exchange Commission.
The undersigned, David Fann, the Chief Executive Officer of the Company, hereby certifies to Simmons Legal Services, LLC, as follows:
1. I am the duly elected and acting Chief Executive Officer of the Company.
2. The Company is a Delaware corporation, validly existing and in good standing under the laws of the State of Delaware.
3. The Company is authorized to issue a total of 750,000,000 shares of Common Stock, par value $.001 per share (“Common Stock”) and 10,000,000 shares of preferred stock, $.001 par value, of which . No shares of the authorized preferred stock have been issued.
4. .. There are currently issued and outstanding _______________ shares of Common Stock, and in addition rights to acquire additional shares of stock by various persons as set forth in public filings with the United States Securities and Exchange Commission. The number of currently outstanding shares of Common Stock, plus the outstanding rights held by various persons to acquire shares of Common Stock, whether through conversion of convertible securities into Common Stock or otherwise, when added to the shares of Common Stock set aside for issuance under the Plan, will not exceed the authorized number of shares of Common Stock that the Company is authorized to issue under its current Articles of Incorporation, as amended.
5. There are currently no shares of Common Stock, or contractual rights to receive Common Stock, issued under the Plan.
6. Except for any authorized but unissued shares of Common Stock that may be issued under the Plan, as and when adopted, or as otherwise disclosed in public filings of the Company with the Securities and Exchange Commission, there are no outstanding subscriptions, options, warrants, rights, convertible securities, calls, commitments, privileges or other arrangements, preemptive or contractual, calling for or requiring the acquisition of, or the issuance, transfer, sale or other disposition of any shares of the capital stock of the Company, or calling for or requiring the issuance of any securities or rights convertible into or exchangeable for shares of capital stock of the Company.
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7. The Common Stock to be issued by the Company pursuant to the Plan has been duly authorized and, upon issuance, compliance with any restrictive terms, delivery and payment therefor in accordance with the respective terms of the Plan, will be validly issued, fully paid and nonassessable. The unanimous written consent of the Directors, duly adopted as set forth in the Unanimous Written Consent of the Board of Directors, dated April ___, 2012, authorizing the issuance of 2,000,000 shares of Common Stock under the Plan, remain in full force and effect and have not been modified or superseded.
IN WITNESS WHEREOF, this Officer’s Certificate is executed as of April ___, 2012.
| /s/ David Fann | |
| David Fann | |
| Chief Executive Officer |
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ACTION BY THE UNANIMOUS WRITTEN CONSENT OF
THE DIRECTORS OF SOLAR ENERGY INITIATIVES, INC.
April 9, 2012
The following action by unanimous written consent of the directors of Solar Energy Initiatives, Inc. a Delaware corporation (the “Company”), was adopted as of the date above written and such action evidences said directors’ waiver of any right to dissent:
2012 EMPLOYEE AND CONSULTANT STOCK COMPENSATION PLAN
AND
REGISTRATION STATEMENT ON FORM S-8
WHEREAS, the directors have determined it to be in the best interests of the Company to be able to compensate its employees, officers, directors, consultants, and advisors with stock pursuant to the Company’s 2012 Employee and Consultant Stock Compensation Plan (the “Stock Plan”), in substantially the form attached hereto, providing for the issuance of up to 2,000,000 shares of the Company’s Common Stock, $0.001 par value, as all or any portions of said shares may be registered under the Securities Act of 1933 on Form S-8, in substantially the form attached hereto;
NOW THEREFORE, BE IT RESOLVED, that the Stock Plan in substantially the form attached hereto is hereby approved by the directors, with shares of stock thereunder, up to the maximum authorized therein, to be issued from time to time as provided therein as determined to be in the best interests of the Company and its shareholders by the Company’s Board of Directors; and be it
FURTHER RESOLVED, that the Company’s Board of Directors is hereby authorized to provide that the issuance and resale of shares under the Stock Plan may be registered under the Securities Act of 1933 on Form S-8, in substantially the form attached hereto, as determined to be in the best interests of the Company and its shareholders by the Board of Directors; and be it
FURTHER RESOLVED, that the Company’s Board of Directors is hereby authorized to issue stock awards, as consistent with the Stock Plan, including adoption of associated agreements, with such terms and conditions as the Board of Directors may determine to be in the best interests of the Company and its shareholders, and the directors of the Company hereby authorize the Board of Directors to issue such shares.
OTHER RATIFYING AND ENABLING RESOLUTIONS
WHEREAS, it is recognized that current and former directors and officers of the Company may have taken actions in connection the foregoing resolutions;
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NOW THEREFORE, BE IT RESOLVED, that any actions taken by current or former directors or officers of the Company, insofar as consistent with the foregoing resolutions, are hereby ratified and approved; and be it
FURTHER RESOLVED, that the proper officers and /or the directors of the Company be and are hereby authorized, for and as the act of the Company, to take all further action including entering into all agreements, making necessary agency and governmental filings, and executing all documents which they deem necessary or advisable in connection with or to implement the Stock Plan and take other actions as set forth in the foregoing resolutions, including without limitation the preparation and filing of one or more Registration Statements on Form S-8, and in conformity with all applicable legal requirements; and be it
FURTHER RESOLVED, that the foregoing resolutions are hereby approved by the directors of the Company.
IN WITNESS WHEREOF, the undersigned, being all members of the Board of Directors of the Company, have hereunto set their hands as of the date first above written.
| /s/ David Fann | /s/ Pierre Besuchet | |
| David Fann, Director | Pierre Besuchet, Director |
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