Voyager Group Inc.,
--------------------------------------------------
Voyager Associates Stock Purchase Plan
--------------------------------------------------
The Voyager Group, Inc., Associates Stock Purchase Plan (the "Plan")
described herein offers eligible Associates of Voyager Group, Inc., ("VOY" or
the "Company") an opportunity to acquire an ownership interest in the Company.
Shares of ($0.001)par value Common Stock (the "Common Stock") of the Company
will be available for purchase by participating Associates ("Participants")
through the Plan on the terms described herein.
Such shares may be previously issued and outstanding shares of Common Stock
purchased in the open market. Shares acquired by the Participants under the
Plan, either in the open market is as hereinafter described are collectively
referred to herein as the "Shares."
Voyager Shares may not be offered and may not be sold hereunder by the
registrant. The Company will not receive the proceeds from the sale of the
Shares. The Shares may be purchased initially only by the Plan pursuant to the
terms and conditions governing such Plan.
The Common Stock of the Company is traded on the National Association of
Securities Dealers Automated Quotation system "Nasdaq Electronic Bulletin Board
Market System under the symbol "VGNV." The Shares will be offered for resale and
purchased by the Plan at prices approximating the market price as reported by
Nasdaq Electronic Bulletin Board at the time of sale. Open market purchases of
the Shares will also be at prices determined by the market at the time of
purchase.
See "Description of Plan" and "Plan of Distribution," below. On June 28,
2001, the Company's Common Stock was quoted by NASDAQ Electronic Bulletin Board.
The Company will pay all commissions on resale of the Shares and will bear
its individual selling expenses. Plan Participants will pay no commissions or
fees on the purchase of the Shares under the Plan.
THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK. SEE "RISK FACTORS."
The price at which Shares will be acquired by the Plan will vary based on
the market for such Shares. For purposes of this table, the average of the high
and low market price of the Company's common stock on June 28 2001 has been
used.
Commissions or other costs of sale or purchase of its Shares to the Plan
will be the sole responsibility of the registrant and may vary. The Company will
pay all commissions and fees of the Broker-Dealer, as hereafter defined,
relating to purchase of Shares in the open market for the Plan.
None of the proceeds from the purchase of the Shares by the open market
purchase will be received by or are payable to the Company.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
DESCRIPTION OF THE "Voyager" Inc. Associates Stock Purchase Plan
The following is a description of the Plan offered to selected Associates
of Voyager.
The Plan was approved by the Company's Board of Directors on May 29, 2001.
Purpose and Advantages of the Plan.
The Plan provides participating Associates of VGNV (each, a "Participant")
an opportunity to acquire a proprietary interest in the Company through the
purchase of Common Stock. The purpose of the Plan is to provide an additional
incentive to Participants by enabling them to acquire stock ownership in the
Company, to attract and retain persons of ability as independent Associates of
Voyager and to entice such persons to exert there best efforts on behalf of the
Company. The Plan offers Participants an affordable way to invest, through
regularly placing small amounts into the Plan and saving on commissions and fees
normally associated with such purchases.
In addition to the savings on commissions, regularly contributing to the
Plan, even in small increments, permits a Participant to benefit from dollar
cost averaging, minimizing the adverse effects of volatile changes in the price
of the Company's Common Stock. As a fixed amount of money is regularly invested
over a long period, purchases are made at varying prices as the market price for
the Common Stock fluctuates. Over time, the average cost paid per share is
usually less than if a uniform number of shares of stock were purchased each
period.
There can be no assurance against the loss of a Participant's investment in
whole or in part, due to declining market conditions or otherwise. There is no
assurance that a Participant's investment in the Plan will result in any profit.
Participation
Participation in the Plan is voluntary. The Company does not make any
recommendation concerning participation in the Plan. Participation is not
required as a requisite for becoming or continuing as an Associate of the
Company and its products. Any Associates of "VOY" in good standing may
participate in the Plan, provided the Associate is regularly purchasing
products, completes and submits the official enrollment materials and satisfies
certain performance criteria established by the Company as provided in the
enrollment materials.
Enrollment in the Plan
An Associate who is eligible to participate in the Plan may enroll in the
Plan by completing and delivering enrollment forms to the Company. Enrollment
forms may be obtained at any time upon written request to the Company.
Participation in the Plan by eligible Associates will be effective as of the
first day of the calendar month, which immediately follows the Company's receipt
of such eligible Associate's properly prepared and executed enrollment forms and
shall continue until terminated in accordance with the provisions of the Plan.
Upon enrollment in the Plan, a separate brokerage account ("Account") is
established in the name of the Participant with ▇▇▇▇ ▇▇▇▇▇▇▇▇ "Dain" (or the
"Broker-Dealer"). The relationship between the Participant and ▇▇▇▇ ▇▇▇▇▇▇▇▇ is
governed by a written agreement ("Account Agreement") which contains the terms
and conditions governing transactions made in or for the Participant's Account
under the Plan or otherwise. Except as provided by the Plan, the relationship
between the Participants and Dain will be substantially identical to the typical
broker/dealer-client relationship. The Company's activities in connection with
the Plan will be strictly limited as described herein.
Contributions to the Plan; Accounts
Sole Participants will contribute to the Plan. The Company will not
contribute to the Plan. Each Participant whose gross monthly commission (the
"Commission Amount") is ---- or more may voluntarily elect to have contributions
to the Plan deducted automatically from his or her Commission check.
Participants may also contribute to their Accounts directly. All contributions
to the Plan will be subject to the following:
(A) Each Participant may, in its sole discretion, make direct contributions
to the Participant's Account for the purchase of Shares, subject to the terms of
the Plan and the Account Agreement. Purchases of Shares for the Broker-Dealer as
instructed will make the Account of the Participant by the Participant, but
consistent with the terms and limitations of the Plan.
(B) A Participant whose monthly gross Commission Amount is $XX or more may
elect to have an amount not less than $20 (U.S. twenty dollars) and not in
excess of twenty five percent (25%) of the Commission Amount, up to a maximum of
$XX (U.S. five hundred dollars), withheld by the Company by deduction from the
Commission checks and contributed to the Participants' Account, in lieu of
receiving such amounts of compensation. Delivering makes this election to the
Company properly completed and executed forms at the time of enrollment. A
Participant may increase or decrease the amount deducted from the Commission
checks from time to time (within the limitations indicated above) by giving
written notice to the Company.
Purchase of Shares
Dain will make purchases of Shares on behalf of each Participant's Account
within thirty (30) days of receipt of the funds, or on the next succeeding
business day if such day is not a business day ("Stock Purchase Date"). (Note -
all dollar amounts are in U.S. dollars).
On each Stock Purchase Date, Dain shall apply funds then accumulated in a
Participant's Account, together with all other funds of Participants to the
purchase on behalf of each Participant's Account of the maximum number of Shares
that can be purchased with the accumulated funds.
The Shares purchased pursuant to the Plan may be purchased on the open
market as ▇▇▇▇▇ discretion shall determine. Any funds remaining in a
Participant's Account after the purchase of such maximum number of Shares on any
Stock Purchase Date will be retained in the Participant's Account and treated as
a part of the accumulation for the next succeeding calendar month.
Regarding the timing of all purchases, the price to be paid for Shares
purchased pursuant to the Plan and the source of such Shares, i.e., open market
purchases by Dain. Neither the Company nor the Participants nor the Registrant
will have any control or influence on such purchases. In the case of Shares
purchased from the registrant, the purchase price will be at market rates as
reported by the Nasdaq National Stock Market on the date of purchase.
Costs and Expenses
Participants in the Plan will not be obligated to pay any brokerage
commissions or service charges with respect to the purchase of Shares under the
Plan. The Company will pay such expenses and will pay expenses in connection
with sales of its Shares under the Plan. Participants are solely responsible for
payment of any commissions, fees, administrative costs, taxes or other expenses
with respect to the sale, transfer or other disposition of Shares from the
Participants' Accounts.
Voting of Shares; Dividends
Each Participant is entitled to direct the exercise of any voting rights
attributable to Shares held in the Participant's Account under the Plan. Each
Participant will be sent proxy materials with respect to each meeting of the
Company's shareholders. If a Participant does not direct the exercise of such
voting rights with respect to any particular occasion for the exercise thereof,
such voting rights will not be exercised with respect to such occasion.
Each Participant is entitled to receive dividends, if declared, and to all
other rights as a shareholder's of the Company with respect to Shares held in
the Participant's Account under the Plan.
Administration
The Executive Committee of the Board of Directors will administer the Plan.
The Directors ("Committee") of the Company, comprising ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and Ms. Meitzu Chen. The Committee has appointed Dain as the
Broker-Dealer to service the Plan. Dain's duties will include establishing and
maintaining separate Accounts for Participants, purchasing shares on behalf of
Participants' Accounts and maintaining records of each Participant's Account.
The Committee will direct Dain with regard to its duties under the Plan by means
of a written Servicing Agreement. Participants will receive quarterly statements
of the activity and market value of their Accounts from Dain.
Delivery of Shares; Sales by Participants
Shares are held in each Account in the name of Dain or its nominee, unless
a Participant otherwise directs. A Participant may at any time have a stock
certificate delivered to the Participant by notifying Dain in writing and upon
payment of any certificate fee or other nominal charges associated with the
issuance of such certificate. Dain will also hold "VOY" stock certificates in
safe keeping for Participants, and will charge the company a fee for such
service.
A Participant may direct Dain to sell Shares in the Participant's Account
at any time. Participants are solely responsible for the payment of any taxes,
commissions, administrative expense, transaction or other fees incurred in
connection with or relating to such sales.
Recapitalization
If at any time while the Plan is in effect, there shall be any increase or
Alternatively any decrease in the number of issued and outstanding shares of
Common Stock of the Company through the declaration of a stock dividend or
through any recapitalization resulting in a stock split, combination or exchange
of shares of Common Stock, then and in such event appropriate adjustments will
be made in the maximum number of shares of Common Stock that may be purchased
under the Plan, so that the same percentage of the Company's issued and
outstanding shares of Common Stock will continue to be available for purchase
under the Plan.
Withdrawals and Termination
A Participant may withdraw from the Plan at any time by delivering to the
Company properly prepared and executed Termination Forms. Termination Forms may
be obtained at any time upon written request to the Company. A Participant's
participation in the Plan will immediately terminate if and when (i) the
Participant ceases to be eligible to participate in the Plan or (ii) the
Participant has not contributed to the Plan for a continuous period of three
months.
Upon withdrawal or termination of participation (other than by reason of
the Participant's death), any funds contributed by the Participant that remain
in the Participant's Account will be paid to the Participant in accordance with
such administrative rules and procedures as are established by the Committee,
without payment of interest thereon, and any Shares held in the Participant's
Account will be delivered to the Participant. Upon the death of a Participant,
any funds that remain in the Participant's Account and any Shares held in the
Participant's Account will be distributed to the Participant's designated
beneficiary. A Participant who withdraws or whose participation is terminated,
may elect to convert the Account to an ordinary brokerage account with Dain
following termination or withdrawal. Conversion is subject to approval by Dain
and compliance with its policies and procedures governing such accounts.
A Participant whose participation in the Plan is terminated may, any time
after six (6) months following such termination, elect to again participate in
the Plan as long as the Participant continues to be eligible.
Non-Transferability
No Participant may transfer, sell, assign or otherwise dispose of any
rights to participate in the Plan or any rights under the Plan, including such
Participant's interest in any Account, to any other person. Any attempt by a
Participant to assign, alienate, create a security interest in or otherwise
encumber any of such Participant's interest under the Plan will be void.
Term, Modification and Termination of Plan
The Plan will become effective on June 30, 2001 and will continue in effect
until June 30, 2020, unless terminated earlier by the Company. The Committee may
at any time and from time to time amend, modify, suspend or terminate the Plan.
No Shares may be purchased pursuant to the Plan subsequent to its termination.
PLAN of PURCHASE
Dain will determine the time and all other terms for the purchase of the
Shares through the Plan.