News out SEC S-8---today
Home >> Quotes & News >> SEC Filings >> ONGO
--------------------------------------------------------------------------------
QUOTE NEWS CHARTS COMPANY INFO FINANCIAL REPORTS SEC FILINGS
ONGO -- On the Go Healthcare, Inc.
Com ($0.0001)(New)
As filed with the Securities and Exchange Commission on June 7, 2007
Registration No. ____________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
ON THE GO HEALTHCARE, INC.
(Exact name of registrant specified in its charter)
Delaware 98-0231687
(State of other jurisdiction (IRS Employer
of incorporation) Identification Number)
85 Corstate Avenue, Unit #1, Concord, Ontario, Canada L4K 4Y2
(Address of principal executive offices)
ON THE GO HEALTHCARE, INC.
2007 STOCK OPTION PLAN
(Full Title of the Plan)
Stuart Turk, President
85 Corstate Avenue, Unit #1
Concord, Ontario
Canada L4K 4Y2
(905) 760-2987
(Name, address and telephone number of agent for service)
Copies of communications to:
Amy Trombly, Esq.
1320 Centre Street, Suite 202
Newton, MA 02459
(617) 243-0060
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to to be offering Price Registered Aggregate Registration
be Registered Registered(1) per Share(2) offering Price (1) Fee
--------------- ----------- --------------- -------------------- ------------
Common Stock,
$0.001 par value 100,000,000 $ 0.014 $ 1,400,000 $ 42.98
1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the "Act") this registration statement shall be deemed to cover additional securities that may be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
--------------------------------------------------------------------------------
2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 (C) on the basis of the average of the high and low prices of the common stock of the Registrant as traded in the over-the- counter market and reported on the OTC Electronic Bulletin Board of the National Association of Securities Dealers on June 6, 2007.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
In accordance with the Instructional Note to Part I of Form S-8 as promulgated by the Securities and Exchange Commission, the information specified by Part I of Form S-8 has been omitted from this Registration Statement on Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information.
We will provide without charge to each person to whom a copy of a
Section 10(a) prospectus hereunder is delivered, upon the oral or written request of such person, a copy of any document incorporated in this Registration Statement by reference. We will also make available without charge, upon oral or written request, other documents required to be delivered pursuant to Rule 428(b). Requests for such information should be directed to: On The Go Healthcare, Inc. 85 Corstate Ave., Unit #1, Concord, Ontario, Canada, L4K 4Y2. Phone: (905) 760-2987.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation Of Certain Documents By Reference
The following documents we filed with the Securities and Exchange Commission are incorporated herein by reference:
(a) Our Annual Report on Form 10-KSB for the fiscal year ended July 31, 2006, filed on October 30, 2006, pursuant to Section 13(c) or 15(d) of the Securities Exchange Act of 1934, as amended, (the "Exchange Act").
(b) All other reports filed pursuant to 13(c) or 15(d) of the Exchange Act since the end of the fiscal year covered by the financial statements in the Form 10-KSB referred to in (a) above, which consists of Form 10-QSB filed on December 12, 2006 and Form 10-QSB filed March 16, 2007.
(c) A description of our securities is contained in the Form SB-2 filed on January 16, 2007, including any amendments or reports filed for the purpose of updating such description.
All documents we subsequently filed pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated in this registration statement by reference and to be a part hereof from the date of filing of such documents. Any statement contained in this registration statement, in a supplement to this registration statement or in a document incorporated by reference herein, 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 subsequently filed supplement to this registration statement or in any document that is subsequently incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
--------------------------------------------------------------------------------
Item 4. Description of Securities
We are authorized to issue 500,000,000 shares of common stock, par value $0.0001 per share. Holders of the common stock have one vote per share on each matter submitted to a vote of stockholders, the right to receive such dividends, if any, as may be declared by the Board of Directors out of assets legally available therefore and the right to receive net assets in liquidation after payment of all amounts due to creditors and all preferential amounts due to holders of any preferred stock. Holders of the common stock have no conversion rights and are not entitled to any preemptive or subscription rights. The common stock is not subject to redemption or any further calls or assessments. The common stock does not have cumulative voting rights in the election of directors.
Our common stock is quoted on the Over the Counter Bulletin Board.
Item 5. Interests of Named Experts and Counsel
Amy M. Trombly serves as our securities counsel. Ms. Trombly currently serves as trustee to a trust holding shares of common stock for the benefit of certain shareholders of our Company. Ms. Trombly has voting and dispositive control over the shares in accordance with the terms of the trust; however she does not have a financial interest in the trust other than nominal fees for serving as its trustee. Ms. Trombly disclaims beneficial ownership of the shares.
Other than as described above, no named expert or counsel was hired on a contingent basis, will receive a direct or indirect interest in our company or was a promoter, underwriter, voting trustee, director or officer or employee of our company. No expert or counsel has any contingent based agreement with us or any other interest in or connection to us.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law, as amended, authorizes us to indemnify any director or officer under certain prescribed circumstances and subject to certain limitations against certain costs and expenses, including attorney's fees actually and reasonably incurred in connection with any action, suit or proceeding, whether civil, criminal, administrative or investigative, to which a person is a party by reason of being a director or officer of our company if it is determined that such person acted in accordance with the applicable standard of conduct set forth in such statutory provisions. Our Amended and Restated Certificate of Incorporation, as amended, contains provisions relating to the indemnification of directors and officers and our By-Laws extends such indemnities to the full extent permitted by Delaware law.
We may also purchase and maintain insurance for the benefit of any director or officer, which may cover claims for which we could not indemnify such persons.
Item 7. Exemption from Registration Claimed
Not Applicable
Item 8. Exhibits
The following exhibits are filed as part of this Registration Statement:
5.1 Opinion of Amy M. Trombly, Esq. (filed herewith).
10.1 On The Go Healthcare, Inc. 2007 Stock Option Plan, dated June 6, 2007. (filed herewith).
23.1 Consent of Danziger Hochman Partners LLP. (filed herewith).
23.2 Consent of Counsel (included in Exhibit 5.1 hereto).
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
(i) include any additional or changed material information on the plan of distribution.
2. For the purpose of determining any liability under the Securities Act, treat each post-effective amendment as a new registration statement relating of the securities offered, and the offering of the securities at that time to be the initial bona fide offering.
3. File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.
4. For determining liability of the undersigned registrant under the Securities Act to any purchaser in the initial distribution of the securities, the registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sel l such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (section 230.424 of this chapter);
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
--------------------------------------------------------------------------------
(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 Act of 1934 (and, where applicable, 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 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.
(h) Insofar as indemnification for liabilities arising under 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, 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 the question of 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.
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 or amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Concord, Province Ontario, Country of Canada, on June 7, 2007.
ON THE GO HEALTHCARE, INC.
By: /s/Stuart Turk
--------------------------
Stuart Turk, President and
Chief Executive Officer
In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and in the dates stated:
Signature Title Date
/s/Stuart Turk June 7, 2007
-------------------- President, Chief Executive Officer, ----------------
Stuart Turk Chairman and Director
/s/Evan Schwartzberg June 7, 2007
-------------------- Chief Financial and Accounting Officer ----------------
Evan Schwartzberg
/s/Ralph Magid June 7, 2007
-------------------- Director ----------------
Ralph Magid
--------------------------------------------------------------------------------
Exhibit 5.1
AMY TROMBLY, ESQ.
1320 Centre Street, Suite 202
Newton, MA 02459
(617)243-0060
June 7, 2007
On The Go Healthcare, Inc.
85 Corstate Ave. Unite #1
Concord, Ontario, Canada L4K 4Y2
Re: Registration Statement on Form S-8
Gentlemen:
I have acted as counsel to On The Go Healthcare, Inc., a Delaware corporation (the "Company"), in connection with the preparation and filing with the Securities and Exchange Commission of a Registration Statement on Form S-8 (the "Registration Statement"), pursuant to which the Company is registering the issuance under the Securities Act of 1933, as amended, of a total of 100,000,000 shares (the "Shares") of its common stock, par value $0.0001 (the "Common Stock"). This opinion is being rendered in connection with the filing of the Registration Statement. All capitalized terms used herein and not otherwise defined shall have the respective meanings given to them in the Registration Statement.
In connection with this opinion, I have examined the Company's Amended and Restated Certificate of Incorporation, as amended, and Bylaws, both as currently in effect and such other records of the corporate proceedings of the Company and certificates of the Company's officers as I deemed relevant; and the Registration Statement and the exhibits thereto.
In my examination, I have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies.
Based upon the foregoing, I am of the opinion that (i) the Shares have been duly and validly authorized by the Company and (ii) the Shares, when issued as described in the Registration Statement, will be duly and validly issued, fully paid and non-assessable shares of Common Stock.
My opinion is limited to the Delaware General Corporation Law and federal securities laws of the United States and I express no opinion with respect to the laws of any other jurisdiction. No opinion is expressed herein with respect to the qualification of the Shares under the securities or blue sky laws of any state or any foreign jurisdiction.
I understand that you wish to file this opinion as an exhibit to the Registration Statement, and I hereby consent thereto.
Very truly yours,
/s/ Amy Trombly, Esq.
---------------------
Amy Trombly, Esq.
--------------------------------------------------------------------------------
Exhibit 10.1
ON THE GO HEALTHCARE, INC.
2007 STOCK OPTION PLAN
Dated: June 6, 2007
Article I. Purposes of the Plan
The purposes of this Stock Option Plan are to attract and retain the best available personnel, to provide additional incentive to Employees, Directors and Consultants, and to promote the success of the Company's business.
Article II. Definitions
As used herein, the following definitions shall apply:
2.01 "Administrator" means the Board or any of the Committees appointed
to administer the Plan.
2.02 "Applicable Laws" means the legal requirements relating to the
administration of share incentive plans, if any, under applicable
provisions of the U.S. federal securities laws, the U.S. state
corporate and securities laws, the Code, the rules of any applicable
stock exchange or national market system, and the laws and rules of
any jurisdiction outside the U.S. applicable to Options including
Canadian laws, SARs or Restricted Shares granted to residents
therein.
2.03 "Board" means the Board of Directors of the Company.
2.04 "Code" means the U.S. Internal Revenue Code of 1986, as amended.
2.05 "Committee" means any committee appointed by the Board to administer
the Plan, provided that the Committee shall consist of not fewer than
two (2) members of the Board, and shall, following the Registration
Date and, solely to the extent required to comply with Applicable Laws,
be composed of "non-employee" directors within the meaning of
Rule 16b-3 as promulgated under the Exchange Act and "outside
directors" within the meaning of the Code. To the extent the Plan
is administered by the Board, the term "Committee" shall refer to the Board.
2.06 "Common Share" means a share of US$0.0001 par value of the Company.
2.07 "Company" means On the Go Healthcare, Inc., a company incorporated
under the laws of Delaware.
2.08 "Consultant" means any person (other than an Employee or a Director)
who is engaged by the Company or any Related Entity to render
consulting or advisory services to the Company or such Related Entity
or any other selective persons the Administrator determines provides,
directly or indirectly, bona fide value to the Company or any Related
Entity.
2.09 "Continuous Service" means that the provision of services to the Company
or a Related Entity in any capacity of Employee, Director, or
Consultant, is not interrupted or terminated. Continuous Service
shall not be considered interrupted in the case of:
--------------------------------------------------------------------------------
(i) any approved leave of absence;
(ii) transfers among the Company, any Related Entity, or any
successor, in any capacity of Employee, Director, or
Consultant; or
(iii) any change in status as long as the individual remains in the
service of the Company or a Related Entity in any capacity of
Employee, Director, or Consultant (except as otherwise provided
in the Option Agreement).
An approved leave of absence shall include sick leave, maternity leave,
or any other authorized personal leave.
2.10 "Corporate Transaction" means any of the following transactions to which
the Company is a party:
(i) a merger or consolidation or reorganization in which the Company
is not the surviving entity; or
(ii) the sale, transfer or other disposition of all or substantially
all of the assets of the Company (including the share capital of
the Company's Subsidiaries).
2.11 "Director" means a member of the Board or the board of directors of any
Related Entity.
2.12 "Disability" means that an Optionee is permanently unable to carry out
the responsibilities and functions of the position held by the Optionee
by reason of any medically determinable physical or mental impairment
as determined by the Administrator. An Optionee will not be considered
to have incurred a Disability unless he or she furnishes proof of such
impairment sufficient to satisfy the Administrator in its discretion.
2.13 "Effective Date" means the date on which a Grant of Options and/or SARs
and/or Restricted Shares shall take effect in accordance with Option
Agreement.
2.14 "Employee" means any person, including an Officer or Director, who is an
employee of the Company or any Related Entity. The payment of an
independent director's fee by the Company or a Related Entity shall
not be sufficient to constitute "employment" of such person by the
Company.
2.15 "Exchange Act" means the U.S. Securities Exchange Act of 1934, as
amended.
2.16 "Fair Market Value" means, as of any date, the value of Common Shares
as follows:
(a) Where there exists a public market for the Common Shares, the Fair
Market Value shall be:
(i) the closing price for a Share for the last market trading
day prior to the time of the determination (or, if no
closing price was reported on that date, on the last
trading date on which a closing price was reported) on
the stock exchange determined by the Administrator to be
the primary market for the Common Shares or the Nasdaq
National Market, whichever is applicable; or
--------------------------------------------------------------------------------
(ii) if the Common Shares are not traded on any such exchange,
or national market system, the average of the closing
bid and asked prices of a Share on the Nasdaq Small
Cap Market for the day prior to the time of the
determination (or, if no such prices were reported on
that date, on the last date on which such prices were
reported), in each case, as reported in The Wall Street
Journal or such other source as the Administrator deems
reliable.
(b) In the absence of an established market for the Common Shares of
the type described in (a), above, the Fair Market Value thereof
shall be determined by the Administrator in good faith by reference
to:
(i) the valuation price made by an independent appraiser
appointed by the Administrator;
(ii) the placing price of the latest private placement of the
Shares; and
(iii) the development of the Company's business operations
since such latest private placement.
2.17 "Grant" means the number of Options and/or Stock Appreciation Rights
and/or Restricted Shares and/or Restricted Share Units granted to an
Optionee at any time in accordance with Section 6 hereof.
2.18 "Immediate Family" means any child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, former spouse, sibling, niece, nephew,
mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law, including adoptive relationships,
any person sharing the Optionee's household (other than a tenant or
employee), a trust in which these persons (or the Optionee) have more
than fifty percent (50%) of the beneficial interest, a foundation in
which these persons (or the Optionee) control the management of
assets, and any other entity in which these persons (or the Optionee)
own more than fifty percent (50%) of the voting interests.
2.19 "Liquidation Event" means a complete dissolution or liquidation of the
Company.
2.20 "Non-Statutory Stock Option" means an Option not intended to qualify as
an Incentive Stock Option within the meaning of Section 422 of the Code.
2.21 "Officer" means a person who is an officer of the Company or a Related
Entity within the meaning of Section 16 of the Exchange Act and the
rules and regulations promulgated thereunder or, to the extent
applicable, other Applicable Laws.
2.22 "Option" means an option to purchase Shares pursuant to an Option
Agreement granted under the Plan.
2.23 "Optionee" means an Employee, Director, or Consultant who receives a
Grant under the Plan.
2.24 "Option Agreement" means the written agreement evidencing the grant of
an option and/or SARs and/or Restricted Shares executed by the Company
and the Optionee, including any amendments thereto.
2.25 "Option Period" means the period commencing on the Effective Date of a
Grant and ending no later than on the day prior to the tenth
anniversary of such Effective Date.
--------------------------------------------------------------------------------
2.26 "Parent" means a "parent corporation", whether now or hereafter
existing, as defined in Section 424(e) of the Code or, to the extent
applicable, other Applicable Laws.
2.27 "Plan" means this 2007 Stock Option Plan of On the Go Healthcare, Inc.,
as set forth herein and as may be amended from time to time.
2.28 "Registration Date" means the first to occur of:
(a) the closing of the first sale to the general public of:
(i) the Common Shares; or
(ii) the same class of securities of a successor corporation
(or its Parent) issued pursuant to a Corporate Transaction
in exchange for or in substitution of the Common Shares,
pursuant to a registration statement filed with and
declared effective by the Securities and Exchange
Commission under the Securities Act or an equivalent
thereof in a jurisdiction outside the U.S.;
and
(b) in the event of a Corporate Transaction, the date of the
consummation of the Corporate Transaction if the same class of
securities of the successor corporation (or its Parent) issuable in
such Corporate Transaction shall have been sold to the general
public pursuant to a registration statement filed with and declared
effective by the Securities and Exchange Commission under the
Securities Act or an equivalent thereof in a jurisdiction outside
the U.S., on or prior to the date of consummation of such Corporate
Transaction.
2.29 "Related Entity" means any Parent, Subsidiary and any other corporation,
partnership, limited liability company or other business entity in
which the Company, its Parent or a Subsidiary holds a substantial
ownership interest, directly or indirectly.
2.30 "Securities Act" means the U.S. Securities Act of 1933, as amended.
2.31 "SAR" means a Stock Appreciation Right granted to an Optionee under
this Plan.
2.32 "Shares" mean Common Shares of the Company.
2.33 "Subsidiary" means a "subsidiary corporation", whether now or hereafter
existing, as defined in Section 424(f) of the Code or, to the extent
applicable, other Applicable Laws.
Article III. Shares Subject to the Plan
3.01 Subject to the provisions of Section 10.01 below, the maximum aggregate
number of Shares with respect to which Grants may be made under the
Plan shall not exceed 100,000,000 shares.
--------------------------------------------------------------------------------
3.02 Any Shares covered by a Grant (or portion of a Grant) which is forfeited
or cancelled, expires or is settled in cash or otherwise, shall be
deemed not to have been issued for purposes of determining the maximum
aggregate number of Shares which may be issued under the Plan. If any
unissued Shares are retained by the Company upon exercise of a Grant in
order to satisfy the exercise price for such Grant or any withholding
taxes due with respect to such Grant, such retained Shares subject to
such Grant shall become available for future issuance under the Plan
(unless the Plan has terminated). Shares that actually have been
issued under the Plan pursuant to a Grant shall not be returned to
the Plan and shall not become available for future issuance under
the Plan.
Article IV. Administration of the Plan
4.01 Plan Administrator. The Committee shall administer the Plan in
accordance with its terms.
4.02 Powers of the Administrator. Subject to Applicable Laws and the
provisions of the Plan (including any other powers given to the
Administrator hereunder), and except as otherwise provided by the Board,
the Administrator shall have the authority, in its discretion:
(a) to determine the eligibility of Grants, the classes of bands and
the range of number of Shares covered in each Band, to authorize
the Chief Executive Officer and Executive Management Team to
determine number of shares of each Grant;
(b) to approve forms of Option Agreements for use under the Plan;
(c) to determine to grant Options with or without SARs;
(d) to determine the Exercise Price applicable to the Share covered
by each Option;
(e) to determine the Option Period applicable thereto;
(f) to establish additional terms, conditions, rules or procedures to
accommodate the rules or laws of applicable foreign jurisdictions
and to afford Optionees favorable treatment under such rules or
laws; provided, however, that no Grant shall be granted under any
such additional terms, conditions, rules or procedures with terms
or conditions which are inconsistent with the provisions of the
Plan;
(g) to amend the terms of any outstanding Grant granted under the Plan,
and to reduce the exercise price of any Option or SAR to the then
current Fair Market Value if the Fair Market Value of the Shares
covered by such Grant shall have declined since the date the Grant
was granted and to make any other amendments or adjustments to any
Grant that the Administrator determines, in its discretion and
under the authority granted to it under this Plan, to be necessary
or advisable, provided that the exercise price shall never fall
below the nominal or par value of the Shares, and that any such
amendment or adjustment that would adversely affect the Optionee's
rights under an outstanding Grant shall not be made without the
Optionee's written consent;
(h) to construe and interpret the terms of the Plan and Grants,
including without limitation, any notice of Grant or Option
Agreement, granted pursuant to the Plan; and
(j) to take such other action, not inconsistent with the terms of the
Plan, as the Administrator deems appropriate.
--------------------------------------------------------------------------------
Article V. Eligibility
Options may be granted to Employees, Directors, and Consultants. An Employee, Director, or Consultant who has been granted a Grant may, if otherwise eligible, be granted additional Grants. Grants may be granted to such Employees, Directors, or Consultants who are residing in foreign jurisdictions as the Administrator may determine from time to time.
Article VI. Type of Grants; Terms and Conditions of Grants
Grants under the Plan may consist of one or more of the following: Options, SARs, or Restricted Shares (which may be granted as Restricted Share units). Restricted Stock may be registered on a Form S-8 prior or subsequent to any grants. Awards of Restricted Shares may provide the Optionee with dividends or dividend equivalents and voting rights prior to vesting. Additionally, shares of common stock may be granted as free-trading shares if the shares of common stock are registered on a Form S-8. Each Grant shall be designated in the Option Agreement.
6.01 Options
(a) Option Designation. Options shall be designated as Non-Statutory
Stock Option.
(b) Option Exercise Price. The exercise price of an Option shall be
as follows:
(i) granted to a person who, at the time of the grant of such
Non-Statutory Stock Option owns shares representing more
than ten percent (10%) of the voting power of all classes
of shares of the Company or any Parent or Subsidiary, the
per Share exercise price shall be not less than one
hundred percent (100%) of the Fair Market Value per
Share on the date of grant; or
(ii) granted to a person other than a person described in the
preceding paragraph, the per Share exercise price shall
be not less than eighty five percent (85%) of the Fair
Market Value per Share on the date of grant.
(c) Consideration. In addition to any other types of consideration the
Administrator may determine, the Administrator is authorized to
accept as consideration for Shares issued under the Plan the
following:
(i) cash or check
(ii) cancellation of indebtedness owed by the Company to the
Optionee;
(iii) promissory note;
(iv) Shares previously acquired by the Optionee valued at the
Fair Market Value at the time of the exercise;
(v) withholding from delivery to the Optionee that number of
whole Shares having a Fair Market Value at the time of
the exercise equal to the exercise price payable to the
Company upon exercise of the Option; or
(vi) any combination of the foregoing methods of payment.
(d) Easy-Sale Exercise.
--------------------------------------------------------------------------------
(i) Exercise/Sale. An Option Agreement may, but need not,
provide that, if Shares are publicly traded, all or part
of the exercise price of an Option and any withholding
taxes may be paid by the delivery (on a form prescribed
by the Company) of an irrevocable direction to a
securities broker approved by the Company to sell
Shares and to deliver all or part of the sales proceeds
to the Company.
(ii) Exercise/Pledge. An Option Agreement may, but need not,
provide that, if Shares are publicly traded, all or part
of the exercise price of an Option and any withholding
taxes may be paid by the delivery (on a form prescribed
by the Company) of an irrevocable direction to pledge
Shares to a securities broker or lender approved by the
Company, as security for a loan, and to deliver all or
part of the loan proceeds to the Company.
6.02 SARs.
(a) Grant. SARs may be granted in tandem with an Option, in addition
to an Option, or may be freestanding and unrelated to an Option.
SARs granted in tandem or in addition to an Option may be granted
either at the same time as the Option or at a later time. SARs
shall vest and become exercisable at a rate determined by the
Administrator, and shall remain exercisable for such period as
specified by the Administrator. A SAR shall entitle the Optionee
to receive from the Company an amount equal to the excess of the
Fair Market Value of a Share on the exercise of the SAR over the
Fair Market Value of a Share on the date of grant or, in the case
of an SAR granted in tandem with an Option, the per Share exercise
price applicable to such Option.
(b) Settlement. The Administrator shall determine in its sole
discretion whether the SAR shall be settled in cash, Shares, or a
combination of cash and Shares. In no event may any Optionee
receive grants of SARs with respect to more than 350,000 Shares in
any calendar year.
6.03 Restricted Shares.
(a) Grant. Restricted Shares may be granted in the form of Shares or
share units having a value equal to an identical number of Shares.
The employment conditions and the length of the period for vesting
of Restricted Shares shall be established by the Administrator at
time of grant. In the event that a share certificate is issued in
respect of Restricted Shares, such certificate shall be registered
in the name of the Optionee but shall be held by the Company until
the end of the restricted period. During the restricted period,
Restricted Shares may not be sold, assigned, transferred or
otherwise disposed of, or pledged or hypothecated as collateral
for a loan or as security for the performance of any obligation
or for any other purpose as the Administrator shall determine.
(b) Settlement. The Administrator shall determine in its sole
discretion whether Restricted Shares granted in the form of share
units shall be paid in cash, Shares, or a combination of cash and
Shares.
--------------------------------------------------------------------------------
6.04 Conditions of Grant; Vesting, and Repurchase Right. Subject to the
terms of the Plan, the Administrator shall determine the provisions,
terms, and conditions of each Grant including, but not limited to, the
Grant vesting schedule, repurchase provisions, rights of first refusal,
forfeiture provisions, form of payment (cash, Shares, or other
consideration) upon settlement of the Grant, payment contingencies,
and satisfaction of any performance criteria, provided, however,
unless specifically provided otherwise in the relevant Option Agreement,
one fourth (1/4th) of the Grant shall vest at each of 1st, 2nd, 3rd,
and 4th anniversaries following the issuance of such Grant so long as
the Optionee provides Continuous Service to the Company.
6.05 Acquisitions and Other Transactions. The Administrator may issue Grants
under the Plan in settlement, assumption or substitution for,
outstanding Grants or obligations to grant future Grants in connection
with the Company or a Related Entity acquiring another entity, an
interest in another entity or an additional interest in a Related
Entity whether by merger, share purchase, asset purchase, or other form
of transaction.
6.06 Deferral of Grant Payment. The Administrator may establish one or more
programs under the Plan to permit selected Optionees the opportunity to
elect to defer receipt of consideration upon exercise of a Grant,
satisfaction of performance criteria, or other event that absent the
election would entitle the Optionee to payment or receipt of Shares or
other consideration under a Grant. The Administrator may establish the
election procedures, the timing of such elections, the mechanisms for
payments of, and accrual of interest or other earnings, if any, on
amounts, Shares or other consideration so deferred, and such other
terms, conditions, rules and procedures that the Administrator deems
advisable for the administration of any such deferral program.
6.07 Award Exchange Programs. The Administrator may establish one or more
programs under the Plan to permit selected Optionees to exchange a
Grant under the Plan for one or more other types of Grants under the
Plan on such terms and conditions as determined by the Administrator
from time to time.
6.08 Separate Programs. The Administrator may establish one or more separate
programs under the Plan for the purpose of issuing particular forms of
Grants to one or more classes of Optionees on such terms and conditions
as determined by the Administrator from time to time.
6.09 Early Exercise. The Option Agreement may, but need not, include a
provision whereby the Optionee may elect, at any time while being an
Employee, Director, or Consultant, to exercise any part or all of the
Grant prior to full vesting of the Grant. Any unvested Shares received
pursuant to such exercise may be subject to a repurchase right in favor
of the Company or a Related Entity or to any other restriction the
Administrator determines to be appropriate.
6.10 Option Period. The Option Period shall be the term stated in the Option
Agreement up to ten (10) years from the Effective Date of Grant thereof.
6.11 Transferability of Grants. No Grant may be sold, pledged, assigned,
hypothecated, transferred, or disposed of in any manner other than by
will or by the laws of descent or distribution and may be exercised,
during the lifetime of the Optionee, only by the Optionee; provided,
however, during the lifetime of the Optionee, SARs may be transferred
by gift to members of the Optionee's Immediate Family to the extent and
manner determined by the Administrator.
6.12 Time of Grants. The date of grant of a Grant shall for all purposes
be the date on which the Administrator makes the determination to grant
such Grant, or such other date as is determined by the Administrator.
Notice of the grant determination shall be given to each Employee,
Director, or Consultant to whom a Grant is so granted within a
reasonable time after the date of such grant.
--------------------------------------------------------------------------------
6.13 Buyout Provisions. The Administrator may at any time offer to buy out
for a payment in cash or Shares or other consideration, any Grant
previously granted based on such terms and conditions as the
Administrator shall establish and communicate to the Optionee at
the time such offer is made.
Article VII. Withholding
The Company shall have the right to deduct from any payment to be made pursuant to the Plan the amount of any taxes required by law to be withheld therefrom, or to require an Optionee to pay to the Company such amount required to be withheld prior to the issuance or delivery of any Shares or the payment of cash under the Plan. The Administrator may, in its discretion, permit an Optionee to elect to satisfy such withholding obligation by having the Company retain the number of Shares whose Fair Market Value equals the amount required to be withheld. Any fraction of a Share required to satisfy such obligation shall be disregarded and the amount due shall instead be paid in cash by the Optionee.
Article VIII. Exercise of Grant
8.01 Procedure for Exercise; Rights as a Shareholder.
(a) Any Grant granted hereunder shall be exercisable at such times
and under such conditions as determined by the Administrator under
the terms of the Plan and specified in the Option Agreement.
(b) A Grant shall be deemed to be exercised when written notice of such
exercise has been given to the Company, as in a form required
under the applicable Option Agreement, in accordance with the
terms of the Grant by the person entitled to exercise the Grant
and full payment for the Shares is made with respect to which the
Grant is exercised. Until the issuance (as evidenced by the
appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company) of the share certificate
evidencing such Shares, no right to vote or receive dividends or
any other rights as a shareholder shall exist with respect to
Shares subject to a Grant, notwithstanding the exercise of an
Option or other Grant. The Company shall issue (or cause to be
issued) such share certificate as soon as practicable following
the exercise of the Grant. No adjustment will be made for a
dividend or other right for which the record date is prior to the
date the share certificate is issued, except as provided in the
Option Agreement or Section 10, below.
8.02 Exercise of Option or SAR Following Termination of Continuous Service.
If the Optionee's Continuous Service is terminated for any reason other
than death or Disability, such Optionee shall have the right to
exercise the Option or SAR at any time within thirty (30) days (or such
other period of time not exceeding three (3) months as is determined
by the Administrator at the time of granting the Option), following the
date such Optionee ceases his or her Continuous Service to the extent
that such Optionee was entitled to exercise the Option or SAR at the
date of such termination; provided, however, that no Option or SAR
shall be exercisable after the expiration of the term set forth in the
applicable Option Agreement. To the extent that such Optionee was not
entitled to exercise the Option or SAR at the date of such termination,
or if such Optionee does not exercise such Option or SAR (which such
Optionee was entitled to exercise) within the time specified herein,
the Option or SAR shall terminate.
--------------------------------------------------------------------------------
8.03 Death or Disability of Optionee. If an Optionee's Continuous Service
is terminated due to death or Disability, the Option or SAR may be
exercised at any time within six (6) months following the date of death
or termination of employment due to Disability, in the case of death, by
the Optionee's estate or by a person who acquired the right to exercise
the Option or SAR by bequest or inheritance, or, in the case of
Disability, by the Optionee, but in any case only to the extent the
Optionee was entitled to exercise the Option or SAR at the date of his
or her termination of Continuous Service by death or Disability;
provided, however, that no Option or SAR shall be exercisable after the
expiration of the term set forth in the Option Agreement. To the extent
that such Optionee was not entitled to exercise such Option or SAR at
the date of his or her termination of employment by death or Disability
or if such Option or SAR is not exercised (to the extent it could be
exercised) within the time specified herein, the Option or SAR shall
terminate.
8.04 Extension of Time to Exercise. Notwithstanding anything to the contrary
in this Section 8, the Administrator may at any time and from time to
time prior to the termination of a Non-statutory Stock Option, with
the consent of the Optionee, extend the period of time during which
the Optionee may exercise his or her Non-statutory Stock Option
following the date the Optionee's ceases Continuous Services; provided,
however, that:
(a) the maximum period of time during which a Non-statutory Stock
Option shall be exercisable following such termination date shall
not exceed an aggregate of six (6) months;
(b) the Non-statutory Stock Option shall not become exercisable after
the expiration of the term of such Option as set forth in the
Option Agreement as a result of such extension; and
(c) notwithstanding any extension of time during which the
Non-statutory Stock Option may be exercised, such Option, unless
otherwise amended by the Administrator, shall only be exercisable
to the extent to which the Optionee was entitled to exercise it
on the date the Optionee ceased Continuous Services.
To the extent that such Optionee was not entitled to exercise the
Option at the date of such termination, or if such Optionee does not
exercise an Option which the Optionee was entitled to exercise within
the time specified herein, the Option shall terminate.
Article IX. Conditions Upon Issuance of Shares
9.01 No Violation of Law. Shares shall not be issued pursuant to a Grant or
the exercise of a Grant unless the exercise of such Grant and the
issuance and delivery of such Shares pursuant thereto shall comply with
all Applicable Laws, and the Administrator may further subject any
issuance of Shares to the approval of counsel for the Company with
respect to such compliance.
9.02 Execution of Documents. As a condition to the exercise of a Grant,
the Administrator may require the person exercising such Grant to
execute an investment representation statement acceptable to the
Company or a share purchase agreement acceptable to the Company, each
in forms approved by the Administrator from time to time, in addition
to the any other instrument the Administrator deems necessary or
advisable.
--------------------------------------------------------------------------------
Article X. Adjustments Upon Changes in Capitalization or Corporate
Transaction
10.01 Adjustments upon Changes in Capitalization. Subject to any required
action by the shareholders of the Company, the number of Shares covered
by each outstanding Grant, and the number of Shares which have been
authorized for issuance under the Plan but as to which no Grants have
yet been granted or which have been returned to the Plan, the exercise
or purchase price of each such outstanding Grant, as well as any other
terms that the Administrator determines require adjustment shall be
proportionately adjusted for:
(a) any increase or decrease in the number of issued Shares resulting
from a share split, reverse share split, share dividend,
combination or reclassification of the Shares, or similar
transaction affecting the Shares;
(b) any other increase or decrease in the number of issued Shares
effected without receipt of consideration by the Company; or
(c) as the Administrator may determine in its discretion, any other
transaction with respect to Shares to which Section 424(a) of the
Code applies or a similar transaction; provided, however, that
conversion of any convertible securities of the Company shall not
be deemed to have been "effected without receipt of consideration."
Such adjustment shall be made by the Administrator and its
determination shall be final, binding and conclusive. Except as the
Administrator determines, no issuance by the Company of shares of any
class, or securities convertible into shares of any class, shall
affect, and no adjustment by reason hereof shall be made with respect
to, the number or price of Shares subject to a Grant.
10.02 Corporate Transaction. In the event of a proposed Corporate
Transaction, subject to the actual consummation of the proposed
transaction, each outstanding Grant shall automatically become fully
vested and exercisable, unless the Grant is assumed or substituted with
an equivalent option or right by the successor corporation or the Parent
or Subsidiary thereof. If the successor corporation refuses to assume
or substitute for the Grant, the Administrator shall notify the Optionee
that the Grant shall be fully vested and exercisable with respect to all
of the Shares underlying the Grant (including Shares as to which it
would not otherwise be vested or exercisable) for a period of fifteen
(15) days from the date of such notice. If the Grant thus becomes fully
vested and exercisable but is not exercised during this fifteen (15) day
period, it shall terminate immediately prior to the effective time of
such Corporate Transaction. For the purposes of this Section 10.02,
the Grant shall be considered assumed or substituted with an equivalent
option or right if, in connection with the Corporate Transaction, the
Grant is replaced with a comparable option or right with respect to
shares of the successor corporation or Parent or Subsidiary thereof or
is replaced with a cash incentive program of the successor corporation
or Parent or Subsidiary thereof which preserves the compensation element
of such Grant existing at the time of the Corporate Transaction and
provides for subsequent payout in accordance with the same vesting
schedule applicable to such Grant. The determination of Grant
comparability above shall be made by the Administrator and its
determination shall be final, binding and conclusive.
--------------------------------------------------------------------------------
10.03 Liquidation Event. In the event of a proposed Liquidation Event, the
Administrator shall notify each Optionee of the proposed event at least
twenty (20) days prior to the proposed effective date of the Liquidation
Event. The Administrator in its discretion may provide for an Optionee
to have the right to exercise his or her Grant until ten (10) days prior
to the proposed effective date for the Liquidation Event with respect
to all Shares underlying the Grant (including Shares as to which it
would not otherwise be vested or exercisable), subject to the actual
completion of the Liquidation Event at the time and in the manner
contemplated. In addition, the Administrator may provide that any
Company repurchase option applicable to any Shares issued upon grant
or an exercise of a Grant shall lapse as to all Shares, subject to the
actual completion of the Liquidation Event at the time and in the manner
contemplated. Any unexercised Grant shall terminate immediately prior
to effective time of the Liquidation Event.
Article XI. Effective Date and Term of Plan
The Plan, and any amendments to the Plan, shall become effective upon its adoption by the Board. It shall continue in effect until the end of 2017 unless sooner terminated. Subject to Section 17, below, and Applicable Laws, Grants may be granted under the Plan upon its becoming effective.
Article XII. Amendment, Suspension or Termination of the Plan
The Board may at any time amend, suspend or terminate the Plan. No Grant may be granted during any suspension of the Plan or after termination of the Plan. Any amendment, suspension or termination of the Plan (including termination of the Plan pursuant to this Section 12) shall not affect Grants already granted, and such Grants shall remain in full force and effect as if the Plan had not been amended, suspended or terminated, unless mutually agreed otherwise between the Optionee and the Administrator, which agreement must be in writing and signed by the Optionee and the Company.
Article XIII. Availability of Shares; No Issuance in Violation of Law
13.01 Availability of Shares. The Company, during the term of the Plan, will
at all times keep available such number of unissued Shares as shall be
sufficient to satisfy the requirements of the Plan.
13.02 No Issuance in Violation of Law. The inability of the Company to obtain
authority from any regulatory body having jurisdiction under Applicable
Law, which authority is deemed by the Company's counsel to be necessary
to the lawful issuance and sale of any Shares hereunder, relieve the
Company of any liability in respect of the failure to issue or sell
such Shares as to which such requisite authority shall not have been
obtained.
Article XIV. No Effect on Terms of Employment/Consulting Relationship
The Plan shall not confer upon any Optionee any right with respect to the Optionee's Continuous Service, nor shall it interfere in any way with his or her right or the Company's or a Related Entity's right to terminate the Optionee's Continuous Service at any time, with or without cause.
--------------------------------------------------------------------------------
Article XV. No Effect on Retirement and Other Benefit Plans
Except as specifically required by law or provided in a retirement or other benefit plan of the Company or a Related Entity, Grants shall not be deemed compensation for purposes of computing benefits or contributions under any retirement plan of the Company or a Related Entity, and shall not affect any benefits under any other benefit plan of any kind or any benefit plan subsequently instituted under which the availability or amount of benefits is related to level of compensation.
Article XVI. Liability of the Company; Consents
16.01 Consents. Optionee shall be responsible for obtaining any governmental
or other official consent that may be required by any country or
jurisdiction in order to permit the grant or exercise of any Grant.
Neither the Company nor any Related Entity shall be responsible for any
failure by an Optionee to obtain such consent or for any tax or other
liability to which an Optionee may become subject to as a result of his
or her participation in the Plan.
--------------------------------------------------------------------------------
Exhibit 23.1
[Letterhead of DANZIGER HOCHMAN PARTNERS LLP]
June 7, 2007
Board of Directors
On The Go Healthcare, Inc.
85 Corstate Avenue
Unit #1
Concord, Ontario
L4K 4Y2
Dear Sirs:
This letter is to constitute our consent to include the Report of Independent Public Accounting Firm of On The Go Healthcare, Inc. as of July 31, 2005 and July 31, 2006 in the Registration Statement filed on Form S8 contemporaneously herewith and subject to any required amendments thereto.
Yours very truly,
DANZIGER HOCHMAN PARTNERS LLP
/s/DAVID DANZIGER
-------------------------
DAVID DANZIGER
--------------------------------------------------------------------------------
All information contained herein is provided "as is." Pink Sheets LLC makes no representation or warranty, expressed or implied, as to the accuracy, timeliness, or completeness of the information provided herein. Neither Pink Sheets LLC, nor its directors, officers, employees, or third party data suppliers, shall bear any responsibility or liability to verify the information and/or its source or for the use, misuse, or inability to use the information provided. None of the foregoing parties shall be liable to any third-party claims or losses of any nature. Accordingly, investors should not use this information as the basis for making an investment decision. Please see Risk Warning and Terms of Service for more information.
Risk Warning | Contact Regulators
Home | About Us | Contact Us | FAQ | Glossary
Quotes & News | Market Activity| Company Search | OTC Guide | Products & Services
© Copyright 2004, Pink Sheets LLC. All Rights Reserved.
Please read our Terms of Service, Linking & Framing Terms, Trademarks, and Privacy Statement.
Comments or Suggestions?
News 
Market Data 
Discover 
AI
