1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INTERNATIONAL MERCANTILE CORPORATION
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
EXHIBITS
2
INTERNATIONAL MERCANTILE CORPORATION GROUP COMPENSATION PLAN
THIS AGREEMENT is made this 6st day of August, 1996.
Section 1. Purpose
The Compensation Plan (hereinafter referred to as the "Plan") is
intended to promote the best interest of International Mercantile Corporation,
Inc. a Missouri corporation (the "Company") and its stockholders by providing a
means of non-cash remuneration to consultants, and services providers who
contribute to the operating progress and earning power of the Company.
Section 2. Definitions
The following definitions shall be applicable to the terms used in the
Plan:
2.1 "Code" means the Internal Revenue Code of 1986, as presently
in effect or as hereunder amended.
2.2 "Committee" means a committee of two (2) Directors (none of
whom is an Eligible Participant) appointed by the Board of Directors to
implement, interpret and administer the Plan, subject at all times to the
approval of the entire Board of Directors unless and to the extent that the
Committee is composed of all of the persons then comprising the Board of
Directors of the Company. The Board of Directors, in its sole discretion, may
at any time remove any member of the Committee and appoint another Director
(who may or may not be an Eligible Participant to fill any vacancy on the
Committee or may act itself as the Committee.
2.3 "Company"means International Mercantile Corporation, a Mo.
corporation.
2.4 "Eligible Participant" or "Participant" means any consultant
or service provider of the Company who is determined (in accordance with the
provisions of Section 4 hereof, provided however that no provider was or is an
employee of the company), to be eligible to receive stock hereunder.
2.5 "Plan" means this International Mercantile Corporation
Compensation Plan.
2.6 "Registered Stock" means shares of common stock, no par value,
of the Company which are, upon issuance, freely tradable by virtue of having
been registered with the Securities and Exchange Commission under cover of Form
S-8, or another appropriate registration statement, and which shares have been
issued subject to the "blue sky" provisions of any appropriate state
2
3
jurisdiction. Special resale restrictions may, however, apply to officers,
directors, control shareholders and affiliates of the Company and such
individuals or entities will be required to obtain an opinion of counsel as
regards their ability to resell shares received pursuant to this Plan.
2.7 "Restricted Stock" means shares of common stock, no par value,
of the Company issuable directly under the Plan which are, upon issuance,
subject to the restrictions set forth in Section 10 hereof.
Wherever appropriate, words used in the Plan in the singular may mean that
plural, the plural may mean the singular, and the masculine may mean the
feminine or neuter.
Section 3. Adoption and Administration of the Plan
Upon the adoption by the Company's Board of Directors, the Plan shall
become effective immediately. In the absence of contrary action by the Board
of Directors, and expect for action taken by the Committee pursuant to Section
4 in connection with the determination of Eligible Participants, any action
taken by the Committee or by the board of Directors with respect to the
implementation, interpretation or administration of the Plan shall be final,
conclusive and binding.
Section 4. Eligibility and Awards
The Committee shall determine, as soon as practicable after the
effective date of the Plan, and at any time and from time to time thereafter:
(I) the Eligible Participants; (ii) the number of shares of Stock issuable
directly or to be granted pursuant to the Plan which an Eligible Participant
may exercise; (iii) the price at which each grant may be exercised, or the
price per share in cash, or cancellation of fees or other payment for which
the Company is liable if a direct issue of stock; and (iv) the terms on which
each grant may be granted. Such determination, as may from time to time be
amended or altered at the sole discretion of the Committee, shall be set forth
on Exhibit A to this Plan, attached hereto. Notwithstanding the provisions of
Section 3 hereof, no such determination by the Committee shall be final
conclusive and binding upon the Company unless and until the Board of
Directors has approved the same; provided, however, that if the Committee is
composed of all the person then comprising the Board of Directors of the
Company, such approval by the Board of Directors shall not be necessary.
Section 5. Issuance of Stock
Subject to the terms and provisions of this Plan, the terms and
conditions under which the issuance of Registered Stock or Restricted Stock may
be granted to an Eligible Participant shall be set forth in a written agreement
(i.e., a Consulting Agreement, Services Agreement, Fee Agreement, or Employment
Agreement) and the grant of such Registered Stock or Restricted Stock
hereunder shall be made a part hereof and containing such modifications thereto
and such other provisions as the Committee, in its sole discretion, may
determine. Notwithstanding the foregoing provisions of
3
4
this Section 5, each Grant of any Registered Stock or Restricted Stock shall
incorporate the provisions of this Plan by reference.
Section 6. Total Number of Shares of Stock
The total number of shares of Stock reserved for issuance by the
Company directly under this Plan shall not, initially be more than Eight
Hundred Thousand (800,000). The total number of shares of Stock reserved for
such issuance may be increased only by a resolution adopted by the Board of
Directors and an amendment of the Plan. Such Stock may be authorized and
unissued or reacquired common stock of the Company.
Section 7. Purchase of Shares of Stock.
7.1 As soon as practicable after the determination by the
Committee and approval by the Board of Directors (if necessary, pursuant to
Section 4 hereof) of the Eligible Participants and the number of shares an
Eligible Participant and be issued directly, the Committee shall give notice
(written or oral) thereof to each Eligible Participant, which notice be
accompanied by the issuance, to be acknowledged by such Eligible Participant.
Upon receipt of said acknowledge by the Company, the Company will forward
instructions to the Company's transfer agent to issue Stock to such Eligible
Participant.
7.2 The negotiated cost basis of stock issued directly to
purchase shares pursuant to paragraph 71. Shall be as determined by the
Committee, it being understood that the price so determined by the Committee
may vary from one Eligible Participant to another. In computing the negotiated
direct issue price of a share of Stock, the Committee shall take into
consideration, among other factors, the restrictions set forth in Section 10
hereof.
Section 8. Payment upon Direct Issuance
The Committee shall determine the terms of the direct issue price for
payment by each Participant for his shares of Stock granted thereunder. Such
terms shall be set forth or referred to in the Board Resolution authorizing
issuance. The terms so set by the Committee may vary from one Participant to
another.
Section 9. Delivery of Shares of Registered Stock Upon Exercise
The Company shall deliver to or on behalf of each Participant such
number of shares of Registered Stock as such Participant elects to purchases
upon direct issuance. Such shares, which shall be fully paid and nonassessable
upon the issuance thereof, shall be represented by a certificates registered in
the name of the Participant and stamped with an appropriate legend referring
to the restriction thereon, if such stock is to be restricted. Subject to the
terms and provisions of the Missouri Business Corporation Act, an Eligible
Participant shall have all the rights of a stockholder
4
5
with respect to such shares, including the right to vote the shares and to
receive all dividend or other distributions paid or made with respect thereto,
provided that such shares shall be subject to the restrictions hereinafter set
forth. In the event of a merger or consolidation to which the Company is a
party, or of any other acquisition of a majority of the issued and outstanding
shares of common stock of an acquiring corporation for common stock of the
Company, or of any transfer of all or substantially all of the assets of the
Company in exchange for stock of any acquiring corporation, a determination as
to whether the stock of the acquiring corporation so received shall be subject
to the restrictions set forth in Section 10 shall be made solely by the
acquiring corporation.
Section 10. Restrictions On Shares Of Stock Issued Upon Direct Issuance
10.1 The shares of Stock issued directly shall not be sold,
exchanged, assigned, transferred or permitted to be transferred, whether
voluntarily, involuntarily or by operation of law, delivered, encumbered,
discounted, pledged, hypothecated or otherwise disposed of unless the shares
underlying the direct issuance have been registered with the Securities and
Exchange Commission ("SEC") pursuant to a registration statement on Form S-8,
or such other forms as may be appropriate, or an Opinion of Counsel,
satisfactory to the Company, is received, which opinion established that an
exemption from the registration provisions of the Securities Act of 1933, as
amended the "33 Act") is available.
10.2 The direct issuance of stock hereunder, to any Eligible
Participant may be subject in the sole discretion of the Committee, to other
and further restrictions on transferability, which may provide, among other
restrictions, that such shares may not be sold, exchanged, assigned,
transferred or permitted to be transferred, whether voluntarily, involuntarily
or by operation of law, delivered, encumbered, discount, pledged, hypothecated
or otherwise disposed of for a period of six (6) months from effective date of
such other period as may be determined by the Committee.
Section 11. Plan Binding Upon Assigns of Transferees
In the event that, at any time or from time to time, any shares to
Stock are sold, exchanged, assigned or transferred to any party (other than the
Company) pursuant to the provisions of Section 10 hereof, such party shall take
such shares to Stock pursuant to all provisions and conditions of this Plan,
and, as a condition precedent to the transfer of such shares of Stock, such
party shall agree (for and on behalf of himself or itself, his or its legal
representatives and his or its transferees and assigns) in writing to be bound
by all provisions of this Plan.
Section 12. Costs and Expenses
All costs and expenses with respect to the adoption, implementation,
interpretations and administration of the Plan shall be borne by the Company.
5
6
Section 13. No Prior Right of Award
Nothing in the Plan shall be deemed to give any officer or employee of
the Company, or his legal representatives or assigns, or any other person or
entity claiming under or through him, any contract or other right to
participate in the benefits of this Plan. Nothing in the Plan shall be
construed as constituting a commitment, guarantee, agreement or understanding
of any kind or nature that the Company shall continue to employ any individual
(whether or not a Participant). The Plan shall not affect in any way the right
of the Company to terminate the employment or contract of any individual
(whether or not a participant) at any time.
Section 14. Changes in Capital Structure Of The Company
Unless otherwise agreed to by the Company in writing or unless
otherwise required by law, the shares of Stock issued directly under the Plan
and which are held by an Eligible Participant, or is successor in interest,
shall be adjusted in any manner for (I) a subdivision or combination of any of
the shares of capital stock of the Company; (ii) a dividend payable in shares
of capital stock of the Company; (iii) a reclassification of any shares of
capital stock of the Company; or (iv) any other change in the capital structure
of the Company.
Section 15. Amendment or Termination of The Plan
The Plan may be amended or terminated whole or in part by the Board of
Directors of the Company (in its sole discretion), but no such action shall
adversely affect or alter any right or obligation with respect to any reward
therefore made.
Section 16. Burden and Benefit
The terms and provisions of this Plan shall be binding upon, and shall
inure to the benefit of, each Participant, his executives or administrations,
heirs, and personal and legal representatives.
International Mercantile Corporation
By:
-------------------------
ATTEST
-------------------
Assistant Secretary
6