As filed with the Securities and Exchange Commission on April 25, 2002
Securities Act Registration No. 333-
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FUELNATION INC.
(Exact name of registrant as specified in its charter)
Florida 65-0827283
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
4121 SW 47th Ave.
Davie, Florida 33314
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(Address of principal executive offices & Zip Code)
FUELNATION INC. 2002 STOCK OPTION PLAN
(Full Title of the Plan)
Copies to:
Christopher R. Salmonson, Chief Executive Officer Andrew I. Telsey, Esquire
FuelNation Inc. Andrew I. Telsey, P.C.
4121 SW 47th Ave. 12835 East Arapahoe Road
Davie, FL 33314 Tower I, Penthouse
--------------- Englewood, Colorado 80112
(Name & address of agent for service) (303) 768-9221
(954) 587-3775
(Telephone number, including area code, of agent for service)
(CALCULATION OF REGISTRATION FEE)
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Title of securities Amount to be Proposed Proposed maximum Amount of
to be registered registered maximum offering aggregate offering registration fee
price per Share Price
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Common Stock, 27,000,000 $0.03 * $810,000 $74.52
$.01 par value per share shares
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*Estimated for calculation of registration fee only, pursuant to Rule 457(h)(1),
calculated on the basis of the of the average high and low price of the
Company's common stock on the Electronic Bulletin Board for the period from
April 19, 2002 through April 24, 2002.
In addition, pursuant to Rule 416(c) promulgated under the Securities Act of
1933, this Registration Statement covers an indeterminate amount of interests to
be offered or sold pursuant to the FuelNation Inc. 2002 Stock Option Plan
described herein.
This Form S-8 consists of eighteen pages.
Exhibits are indexed beginning at page six.
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PART II. INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents heretofore filed by the Company with the Securities
and Exchange Commission pursuant to Section 13(a) of the Securities Exchange Act
of 1934, as amended (the "1934 Act") are incorporated herein by reference:
(1) The Company's Quarterly Report on Form 10-QSB for the three month
period ended March 31, 2001, filed with the Commission on May 24, 2001;
(2) The Company's Amendment No. 1 to its Quarterly Report on Form 10-QSB/A1
for the three month period ended March 31, 2001, filed with the Commission on
November 7, 2001;
(3) The Company's Quarterly Report on Form 10-QSB for the six month period
ended June 30, 2001, filed with the Commission on August 15, 2001;
(4) The Company's Amendment No. 1 to its Quarterly Report on Form 10-QSB/A1
for the six month period ended June 30, 2001, filed with the Commission on
November 8, 2001;
(5) The Company's Quarterly Report on Form 10-QSB for the nine month period
ended September 30, 2001, filed with the Commission on November 19, 2001;
(6) The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2001, filed with the Commission on April 17, 2002; and
(7) All documents filed subsequent to the date of this Registration
Statement pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act and
prior to the filing of a post-effective amendment, which indicates that all
securities offered have been sold or which deregisters all securities than
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of the filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated hereby by reference shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by referenced herein modifies or supersedes such
statement.
Item 4. Description of Securities.
The Common Stock of the Company is registered under Section 12 of the
Securities Exchange Act of 1934, as amended.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
The Company's Articles of Incorporation, as amended, provides for the
indemnification of the Company's officers and directors to the fullest extent
not prohibited by law.
Insofar as indemnification for liabilities arising under the Act may be
permitted to officers and directors of the Company in the future, the Company
understands that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and therefore
unenforceable. In the event that a claim for indemnification for such
liabilities (other than the payment by the Company of expenses paid by a
director or officer of the
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Company in the successful defense of any action, suit or proceeding) is asserted
by an officer or director for liabilities arising under the Act, the Company
will (unless the question has already been determined by a precedent deemed to
be controlling), submit to a court of appropriate jurisdiction the question
whether or not indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such issue.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following is a complete list of exhibits filed as a part of this
Registration Statement and which are incorporated herein.
Exhibit No.
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4.2 FuelNation Inc. 2002 Stock Option Plan
5 Opinion of Andrew I. Telsey, P.C. regarding legality of the securities
covered by this Registration Statement.
23.4 The consent of Andrew I. Telsey, P.C., counsel for the Company, to the
use of their opinion with respect to the legality of the securities
covered by this Registration Statement and to the references to such
firm in this Registration Statement is contained in such opinion filed
as Exhibit 5 to this Registration Statement.
23.5 Consent of Moore Stephens, P.C., independent auditors.
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 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.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, 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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in this Registration Statement shall be deemed
to be a new
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registration statement relating to the securities offered herein, 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 out of the
Securities Act of 1933 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of 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 to question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
The Registrant. 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 Davie, State of Florida, on April 25, 2002.
FUELNATION INC.
By: s/Christopher R. Salmonson
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Christopher R. Salmonson,
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
Signatures and Capacities:
--------------------------
Dated: April 25, 2002 By: s/Christopher R. Salmonson
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Christopher R. Salmonson, Director
Dated: April 25, 2002 By: s/Shaikh Isa Mohammed Isa AlKhalifa
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Shaikh Isa Mohammed Isa AlKhalifa, Director
Dated: April 25, 2002 By: s/Edwin F. Ruh
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Edwin F. Ruh, Director
Dated: April 25, 2002 By: s/William C. Schlecht
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William C. Schlecht, Director
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
Plan Administrator has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Davie,
State of Florida on April 25, 2002.
FUELNATION INC.
2002 STOCK OPTION PLAN
By: s/Christopher R. Salmonson
-------------------------------------
Christopher R. Salmonson,
Plan Administrator
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EXHIBIT INDEX
The following is a complete list of exhibits filed as a part of this
Registration Statement and which are incorporated herein.
Exhibit No. Page
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4.2 FuelNation Inc. 2002 Stock Option Plan 7
5 Opinion of Andrew I. Telsey, P.C. regarding legality of the
securities covered by this Registration Statement. 14
23.4 The consent of Andrew I. Telsey, P.C., legal counsel for the
Company to the use of their opinion with respect to the legality
of the securities covered by this Registration Statement and to
the references to such firm in this Registration Statement is
contained in such opinion filed as Exhibit 5 to this Registration
Statement. 14
23.5 Consent of Moore Stephens, P.C., independent auditors. 17
6
FUELNATION INC.
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EXHIBIT 4.2
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FUELNATION INC.
2002 STOCK OPTION PLAN
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FUELNATION INC.
2002 STOCK OPTION PLAN
On April 18, 2002, the Board of Directors of FUELNATION INC. (the
"Company"), adopted the following 2002 Stock Option Plan:
1. PURPOSE. The purpose of the Plan is to provide key employees,
non-employee directors, independent contractors and consultants with a
proprietary interest in the Company through the granting of Options which will:
(a) increase the interest of the key employees, non-employee directors,
independent contractors and consultants in the Company's welfare;
(b) furnish an incentive to the key employees, non-employee directors,
independent contractors and consultants to continue their services for
the Company; and
(c) provide a means through which the Company may attract able persons to
enter its employ, serve on its Board and render services to it.
2. ADMINISTRATION. The Plan will be administered by the Committee.
3. PARTICIPANTS. The Committee may, from time to time, select the
particular Key Employees, non-employee directors, independent contractors and
consultants of the Company and its Subsidiaries to whom Options are to be
granted, and who will, upon such grant, become Participants in the Plan. The
Committee has the authority, in its complete discretion, to grant Options to
Participants. A Participant may be granted more than one Option under the Plan,
and Options may be granted any time or times during the term of the Plan.
4. STOCK OWNERSHIP LIMITATION. No Incentive Option may be granted to an
Employee who owns more than 10% of the voting power of all classes of stock of
the Company or its Parent or Subsidiaries. This limitation will not apply if the
Option price is at least 110% of the fair market value of the Common Stock at
the time the Incentive Option is granted and the Incentive Option is not
exercisable more than five years from the date it is granted.
5. SHARES SUBJECT TO PLAN. The Committee may not grant Options under the
Plan for more than 27,000,000 shares of Common Stock and may not grant Options
to any Participant for more than 2,700,000 shares of Common Stock, but these
numbers may be adjusted to reflect, if deemed appropriate by the Committee, any
stock dividend, stock split, share combination, recapitalization or the like of
or by the Company. Shares to be optioned and sold may be made available from
either authorized but unissued Common Stock or Common Stock held by the Company
in its treasury. Shares that by reason of the expiration of an Option or
otherwise are no longer subject to purchase pursuant to an Option granted under
the Plan may be re-offered under the Plan.
6. LIMITATION ON AMOUNT. The aggregate fair market value (determined at the
date of grant) of the shares of Common Stock which any Key Employee is first
eligible to purchase in any calendar year by exercise of Incentive Options
granted under the Plan and all incentive stock option plans (within the meaning
of Section 422 of the Code) of the Company or its Parent or Subsidiaries shall
not exceed $100,000. For this purpose, the fair market value (determined at the
date of grant of each option) of the stock purchasable by exercise of an
Incentive Option (or an installment thereof) shall be counted against the
$100,000 annual limitation for a Key Employee only for the calendar year such
stock is first purchasable under the terms of the Incentive Option.
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7. ALLOTMENT OF SHARES. The Committee shall determine the number of shares
of Common Stock to be offered from time to time by grant of Options to Key
Employees, non-employee directors, independent contractors and consultants of
the Company or its Subsidiaries. The grant of an Option to an individual shall
not be deemed either to entitle the individual to, or to disqualify the
individual from, participation in any other grant of Options under the Plan.
8. GRANT OF OPTIONS. The Committee is authorized to grant Incentive
Options, Non-qualified Options, or a combination of both, under the Plan;
provided, however, Incentive Options may be granted only to Key Employees. The
grant of Options shall be evidenced by Option Agreements containing such terms
and provisions as are approved by the Committee, but not inconsistent with the
Plan, including (without limitation) provisions that may be necessary to assure
that any Option that is intended to be an Incentive Option will comply with
Section 422 of the Code. The Company shall execute Option Agreements upon
instructions from the Committee. Except as provided otherwise in Sections 5 and
14 of the Plan, the terms of any Option Agreement executed by the Company shall
not be amended, modified or changed without the written consent of the Company
and the Participant.
An Option Agreement may provide that the Participant may request approval
from the Committee to exercise an Option or a portion thereof by tendering
Qualifying Shares at the fair market value per share on the date of exercise in
lieu of cash payment of the Option price. The Plan shall be submitted to the
Company's shareholders for approval. Options may be granted under the Plan
before the shareholders of the Company approve the Plan, and those Options will
be effective when granted; but if for any reason the shareholders of the Company
do not approve the Plan before one year from the date of adoption of the Plan by
the Board (the "Shareholder Approval Deadline"), all Incentive Options granted
under the Plan before the Shareholder Approval Deadline will be deemed to have
been granted as Non-qualified Options. No Option granted before shareholder
approval may be exercised, in whole or in part, before approval of the Plan by
the shareholders of the Company.
9. OPTION PRICE. The Option price for an Incentive Option shall not be less
than 100% of the fair market value per share of the Common Stock (or 110% of
such amount as required by Section 4 of the Plan), and at least the par value
per share of Common Stock, on the date the Option is granted. The Option price
for a Non-qualified Option shall be, as determined by the Committee, any price
per share of the Common Stock that is greater than par value per share of the
Common Stock. For purposes of the Plan, the fair market value of a share of the
Common Stock shall be (i) if the Common Stock is traded in the over-the-counter
market or on any securities exchange, the closing price or, if applicable, the
average of the closing bid and ask prices per share of such Common Stock for the
last business day immediately before the date the Option is granted, and (ii) if
the Common Stock is not so traded, an amount determined by the Committee in good
faith using any reasonable valuation method and based on such factors as it
deems relevant to such determination.
10. OPTION PERIOD. The Option Period will begin on the date the Option is
granted, which will be the date the Committee authorizes the Option unless the
Committee specifies a later date. No Option may terminate later than ten years
(or five years as required by Section 4 of the Plan) from the date the Option is
granted. The Committee may provide for the exercise of Options in installments
and, subject to the provisions hereof, upon such terms, conditions and
restrictions as it may determine. The Committee may provide for termination of
the Option in the case of termination of employment, directorship or independent
contractor or consultant relationship, or any other reason.
11. RIGHTS IN EVENT OF DEATH OR DISABILITY. If a Participant dies or
becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior to
termination of his right to exercise an Option in accordance with the provisions
of his Option Agreement, the Option Agreement may provide that it may be
exercised, to the extent of the shares with respect to which the Option could
have been exercised by the Participant on the date of his death or disability,
(i) in the case of death, by the Participant's estate or by the person who
acquires the right to exercise the Option by bequest or inheritance or by reason
of the death of the Participant, or (ii) in the case of disability, by the
Participant or his personal representative, provided the Option
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is exercised prior to the date of its expiration or not more than one year from
the date of the Participant's death or disability, whichever first occurs. The
date of disability of a Participant shall be determined by the Committee.
12. TERMINATION OF EMPLOYMENT OR OTHER RELATIONSHIP. Unless otherwise
specified in the applicable option agreement, upon termination of the optionee's
employment or other relationship with the Company, his rights to exercise such
options then held by him shall be only as follows. However, in no case shall the
time periods referred to below extend the term of the applicable option
specified therein:
(a) Retirement. Upon the retirement (either pursuant to a Company
retirement plan, if any, or pursuant to the approval of the Company's Board) of
an officer, director or employee, an outstanding option may be exercised (to the
extent exercisable at the date of such retirement) by him within such period
after the date of his retirement (provided that such period is no less than 30
days and no more than 90 days) as the Committee shall prescribe in the
applicable option agreement.
(b) Other Termination. In the event an officer, director or employee ceases
to serve as an officer, director or leaves the employ of the Company for any
reasons other than as set forth herein, any option which he holds shall remain
exercisable (to the extent exercisable as of the date of such termination) until
90 days after the date of such termination.
(c) Committee Discretion. The Committee may, in its sole discretion,
accelerate the exercisability of any or all options upon termination of
employment or cessation of services.
13. PAYMENT. Full payment for shares purchased upon exercising an Option
shall be made in cash or by check or, if the Option Agreement so permits and no
legal or regulatory requirement imposed on the Company or covenant made by the
Company is violated, by tendering Qualifying Shares at the fair market value per
share at the time of exercise, or on such other terms as are set forth in the
applicable Option Agreement. If the Common Stock is traded in the
over-the-counter market or upon any securities exchange, the Committee may
permit a Participant exercising an Option to simultaneously exercise the Option
and sell a portion of the shares acquired, pursuant to a brokerage or similar
arrangement approved in advance by the Committee, and use the proceeds from the
sale as payment of the Option price of the Common Stock being acquired by
exercise of the Option. In addition, the Participant shall tender payment of the
amount as may be reforested by the Company, if any, for the purpose of
satisfying its statutory liability to withhold federal, state or local income or
other taxes incurred by reason of the exercise of an Option. No shares may be
issued until full payment of the purchase price therefor has been made, and a
Participant will have none of the rights of a shareholder with respect to those
shares until those shares are issued to him.
14. EXERCISE OF OPTION. Options granted under the Plan may be exercised
during the Option Period, at such times, in such amounts, in accordance with
such terms and subject to such restrictions as are set forth in the applicable
Option Agreement. In no event may an Option be exercised or shares be issued
pursuant to an Option if any requisite action, approval or consent of any
governmental authority of any kind having jurisdiction over the exercise of
options shall not have been taken or secured.
15. CAPITAL ADJUSTMENTS AND REORGANIZATIONS.
(a) The number of shares of Common Stock covered by each outstanding
Option granted under the Plan and the Option price may be adjusted to
reflect, as deemed appropriate by the Board, any stock dividend, stock
split, share combination, exchange of shares, recapitalization,
merger, consolidation, separation, reorganization, liquidation or the
like of or by the Company that is effected without receipt of
consideration by the Company. For this purpose, the term effected
without receipt of consideration shall not include conversion or
exchange of any convertible or exchangeable securities of the Company.
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(b) In the event of the proposed dissolution or liquidation of the
Company, the Board shall notify the Participant at least 20 days prior
to such proposed action. To the extent that an Option has not been
previously exercised, such Option shall terminate immediately before
consummation of such proposed dissolution or liquidation.
(c) If (i) the Company shall sell all or substantially all of its assets
to an entity that is not an affiliate, as defined in Rule 405
promulgated under the Securities Act of 1933, as amended, of the
Company immediately before that sale, (ii) the Company consummates a
merger, consolidation, share exchange or reorganization with another
corporation or other entity and, as a result of such merger,
consolidation, share exchange or reorganization, less than a majority
of the combined voting power of the outstanding securities of the
surviving entity (whether the Company or another entity) immediately
after such transaction is held in the aggregate by the holders of
securities of the Company that were entitled to vote generally in the
election of directors of the Company (or its successor) ("Voting
Stock") immediately before such transaction, or (iii) when the Common
Stock is traded in the over-the-counter market or on any securities
exchange pursuant to a tender offer or exchange offer for securities
of the Company, or in any other manner, any person or group within the
meaning of the Securities Exchange Act of 1934, as amended (excluding
any employee benefit plan, or related trust, sponsored or maintained
by the Company or any of its affiliates), acquires beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the
Securities Exchange Act of 1934, as amended) of more than 50% of the
Voting Stock (the surviving corporation or purchaser described in this
paragraph, the Purchaser, and any such event described in this
paragraph, a Change of Control), then the Company shall negotiate in
good faith to reach an agreement with the Purchaser that the Purchaser
will either assume the obligations of the Company under the
outstanding Options or convert the outstanding Options into options of
at least quality value as to capital stock of the Purchaser; but if
such an agreement is not reached, then the Options shall become fully
vested and exercisable and the Company shall notify each Participant,
not later than 20 days before the effective date of such Change of
Control (except that in the case of a Change of Control under the
clause (iii), notice shall be given as soon as practicable after the
Change of Control), that his Option has become fully vested and
exercisable, whether or not such Option shall then be exercisable
under the terms of his Option Agreement. Any such arrangement relating
to Incentive Options shall comply with the requirements of Section 422
of the Code and the regulations thereunder. To the extent that the
Participants exercise the Options before or on the effective date of
the Change of Control, the Company shall issue all Common Stock
purchased by exercise of those Options, and those shares of Common
Stock shall be treated as issued and outstanding for purposes of the
Change of Control. Upon a Change of Control, where the outstanding
Options are not assumed by the surviving corporation or the acquiring
corporation, the Plan shall terminate, and any unexercised Options
outstanding under the Plan at that date shall terminate.
16. TAX WITHHOLDING. The Committee may establish such rules and procedures
as it considers desirable in order to satisfy any obligation of the Company to
withhold the statutorily prescribed minimum amount of federal income taxes or
other taxes with respect to the exercise of any Option granted under the Plan.
If the Common Stock is traded in the over-the-counter market or upon any
securities exchange, such rules and procedures may provide that the withholding
obligation shall be satisfied by the Company withholding shares of Common Stock
otherwise issuable upon exercise of an Option in shares of Common Stock in an
amount equal to the statutorily prescribed minimum withholding applicable to the
ordinary income resulting from the exercise of that Option.
17. NON-ASSIGNABILITY. Unless otherwise permitted by the Code and Rule
16b-3 under the Securities Exchange Act of 1934, as amended (if applicable), and
expressly permitted in the Option Agreement, an Option may not be transferred
other than by will or by the laws of descent and distribution. Except in the
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case of the death or disability of a Participant, Options granted to a
Participant may be exercised only by the Participant.
18. INTERPRETATION. The Committee shall interpret the Plan and shall
prescribe such rules and regulations in connection with the operation of the
Plan as it determines to be advisable for the administration of the Plan. The
Committee may rescind and amend its rules and regulations.
19. AMENDMENT OR DISCONTINUANCE. The Plan may be amended or discontinued by
the Board or the Committee without the approval of the shareholders of the
Company, except that any amendment that would either materially increase the
number of securities that may be issued under the Plan or materially modify the
requirements of eligibility for participation in the Plan must be approved by
the shareholders of the Company.
20. EFFECT OF PLAN. Neither the adoption of the Plan nor any action of the
Board or the Committee shall be deemed to give any Employee, non-employee
director, independent contractor or consultant any right to be granted an Option
to purchase Common Stock or any other right except as may be evidenced by the
Option Agreement, or any amendment thereto, duly authorized by the Committee and
executed on behalf of the Company, and then only to the extent and on the terms
and conditions expressly set forth therein. The existence of the Plan and the
Options granted hereunder shall not affect in any way the right of the Board,
the Committee or the shareholders of the Company to make or authorize any
adjustment, recapitalization or other change in the Company's capital structure
or its business, any merger or consolidation of the Company, any issue of bonds,
debentures or shares of preferred stock ahead of or affecting Common Stock or
the rights thereof, the dissolution or liquidation of the Company or any sale or
transfer of all or any part of its assets or business, or any other corporate
act or proceeding. Nothing contained in the Plan or in any Option Agreement
shall confer upon any Employee, non-employee director, independent contractor or
consultant any right to (i) continue in the employ of the Company or any of its
Subsidiaries, or continue as a director, independent contractor or consultant to
the Company or any of its Subsidiaries, or (ii) interfere in any way with the
right of the Company or any of its Subsidiaries to terminate his employment,
directorship or independent contractor or consultant relationship at any time.
21. TERM. Unless sooner terminated by action of the Board, this Plan will
terminate on July 4, 2010. The Committee may not grant Options under the Plan
after that date, but Options granted before that date will continue to be
effective in accordance with their terms.
22. DEFINITIONS. For the purpose of the Plan, unless the context requires
otherwise, the following terms shall have the meanings indicated:
(a) "Board" means the Board of Directors of the Company.
(b) "Code" means the Internal Revenue Code of 1986, as amended.
(c) "Committee" means the committee of the Board appointed to administer
the Plan, or, in the absence of such a Committee, means the Board.
(d) "Common Stock" means the Common Stock which the Company is currently
authorized to issue or may in the future be authorized to issue (as
long as the Common Stock varies from that currently authorized, if at
all, only in amount of par value).
(e) "Company" means FUELNATION INC., a Florida corporation.
(f) "Employee" means an individual who is employed, within the meaning of
Section 3401 of the Code, by the Company or by a Subsidiary. The
Committee shall determine when an Employee's
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period of employment terminates and when such period of employment is
deemed to be continued during an approved leave of absence.
(g) "Incentive Option" means an Option granted under the Plan which meets
the requirements of Section 422 of the Code.
(h) "Key Employee" means any Employee whose performance and
responsibilities are determined by the Committee to have a direct and
significant effect on the performance of the Company and its
Subsidiaries.
(i) "Non-qualified Option" means an Option granted under the Plan which is
not intended to be an Incentive Option.
(j) "Option" means an option granted pursuant to the Plan to purchase
shares of Common Stock, whether granted as an Incentive Option or as a
Non-qualified Option.
(k) "Option Agreement" means, with respect to each Option granted to a
Participant, the signed written agreement between the Participant and
the Company setting forth the terms and conditions of the Option.
(l) "Option Period" means the period during which an Option may be
exercised.
(m) "Parent" means any corporation in an unbroken chain of corporations
ending with the Company if, at the time of granting of the Option,
each of the corporations other than the Company owns stock possessing
50% or more of the total combined voting power of all classes of stock
in one of the other corporations in the chain.
(n) "Participant" means an individual to whom an Option has been granted
under the Plan.
(o) "Plan" means this FUELNATION INC. 2002 Stock Option Plan, as set forth
herein and as it may be amended from time to time.
(p) "Qualifying Shares" means shares of Common Stock which either (i) have
been owned by the Participant for more than six months and have been
"paid for" within the meaning of Rule 144 promulgated under the
Securities Act of 1933, as amended, or (ii) were obtained by the
Participant in the public market.
(q) "Subsidiary" means any corporation in an unbroken chain of
corporations beginning with the Company if, at the time of the
granting of the Option, each of the corporations other than the last
corporation in the unbroken chain owns stock possessing 80% or more of
the total combined voting power of all classes of stock in one of the
other corporations in the chain, and "Subsidiaries" means more than
one of any of such corporations.
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FUELNATION INC.
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EXHIBITS 5 AND 23.4
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OPINION OF ANDREW I. TELSEY, P.C.
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ANDREW I. TELSEY, P.C. Attorney at Law
--------------------------------------------------------------------------------
12835 E. Arapahoe Road, Tower One, Penthouse #803, Englewood, Colorado 80112
Telephone: 303/768-9221 - Facsimile: 303/768-9224 - E-Mail: aitelsey@cs.com
April 25, 2002
Mr. Christopher R. Salmonson, Chief Executive Officer
FuelNation Inc.
4121 SW 47th Ave.
Davie, Florida 33314
Re: FuelNation Inc. 2002 Stock Option Plan
Dear Mr. Salmonson:
In connection with the 27,000,000 shares of Common Stock, $.01 par value per
share (the "Shares"), of FuelNation Inc. (hereinafter called the "Company"),
included in the Company's 2002 Stock Option Plan (the "Plan"), which Shares are
proposed to be registered on Form S-8 under the Securities Act of 1933, as
amended, we have examined the following instruments and documents:
1. Articles of Incorporation of the Company, as amended;
2. Bylaws of the Company, as amended to date;
3. Copies of certain resolutions adopted by the Board of Directors of the
Company adopting the Plan and authorizing the reservation for issuance of up to
27,000,000 shares of the Company's Common Stock (the "Shares"), underlying the
various options to be issued pursuant to the Plan.
We have examined such other instruments, documents and records and made such
further investigations as we have deemed necessary for the purposes of rendering
the following opinion.
Based on the foregoing, it is our opinion that:
(i) The Company is a corporation which has validly filed its Articles of
Incorporation under the laws of the State of Florida;
(ii) The Plan and the Shares included in the Plan have been duly and validly
authorized by all necessary action on the part of the Company; the Shares
issuable pursuant to the Plan and upon exercise of the stock options authorized
pursuant to the Plan have been duly and validly authorized and, upon payment
therefor in accordance with the terms of such issuance and stock option(s), will
be validly issued, fully paid and nonassessable by the Company;
(iii) The rights attendant to the Plan and the Shares reserved for issuance
thereunder conform to the description thereof contained in the Prospectus;
(iv) No authorization, approval, consent or license of any regulatory body or
authority (other than under the Act and the securities or Blue Sky laws of the
various states), is required for the valid authorization, issuance, sale and
delivery of the stock options and Shares reserved for issuance thereunder, or if
so required, all such authorizations, approvals, consents and licenses have been
obtained and are in full force and effect;
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(v) The Registration Statement and the Prospectus (except for the financial
statements and other financial data included therein, as to which such counsel
need express no opinion), comply as to form in all material respects with the
requirements of the Act and the Rules and Regulations thereunder;
(vi) Such counsel have participated in the preparation of the Registration
Statement and Prospectus and no facts have come to the attention of such counsel
to lead them to believe that either the Registration Statement or the Prospectus
(except for the financial statements and other financial data included therein,
as to which such counsel need express no opinion), contained any untrue
statement of a material fact required to be stated therein or necessary to make
the statements therein not misleading;
(vii) Such counsel does not know of any material statutes or regulations or
legal or governmental proceedings required to be described in the Prospectus
which are not correctly described in all material respects as required, nor of
any material contracts or documents of a character required to be described in
the Registration Statement or the Prospectus or to be filed as exhibits to the
Registration Statement which are not described and filed as required.
We hereby consent to the use of this opinion in the said Registration Statement
being filed with the Securities and Exchange Commission and further consent to
the reference to this firm in the Prospectus.
Very truly yours,
s/Andrew I. Telsey, P.C.
ANDREW I. TELSEY, P.C.
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FUELNATION INC.
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EXHIBIT 23.5
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CONSENT OF MOORE STEPHENS, P.C.
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CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the use in this Registration Statement on Form S-8 of our report
dated March 29, 2002, with respect to the financial statements of FuelNation,
Inc. (File No. 1-12350) for the year ended December 31, 2001.
s/Moore Stephens, P.C.
MOORE STEPHENS, P.C.
Certified Public Accountants.
Cranford, New Jersey
April 24, 2002
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