-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WcFBXIeSpyzomp4GiWVHWhSJq5xCPqIRapN8wLBmX/etVPCNBAxzHUNo/fuJT6cq QOXcHVIIQno+zipYEAC1Yg== /in/edgar/work/20000630/0001002014-00-000085/0001002014-00-000085.txt : 20000920 0001002014-00-000085.hdr.sgml : 20000920 ACCESSION NUMBER: 0001002014-00-000085 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20000630 EFFECTIVENESS DATE: 20000630 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTH AMERICAN RESORTS INC CENTRAL INDEX KEY: 0001000686 STANDARD INDUSTRIAL CLASSIFICATION: [7997 ] IRS NUMBER: 841286065 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-40592 FILM NUMBER: 666464 BUSINESS ADDRESS: STREET 1: 15945 QUALITY TRAIL NORTH CITY: SCANDIA STATE: MN ZIP: 55073 BUSINESS PHONE: 6124333522 MAIL ADDRESS: STREET 1: 15945 QUALITY TRAIL NORTH CITY: SCANDIA STATE: MN ZIP: 55073 S-8 1 0001.txt 1 =================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________________ FORM S-8 Registration Statement Under The Securities Act of 1933, as amended. NORTH AMERICAN RESORTS, INC. (Exact name of registrant as specified in charter.) COLORADO 84-126065 (State of other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 15945 Quality Trail North Scandia, Minnesota 55073 (888) 709-3976 (Address and telephone of executive offices, including zip code.) THE NORTH AMERICAN RESORTS, INC. 2000 QUALIFIED STOCK OPTION PLAN Ben Traub, President NORTH AMERICAN RESORTS, INC. 15945 Quality Trail North Scandia, Minnesota 55073 (888) 709-3976 (Name, address and telephone of agent for service) Copies of all communications, including all communications sent to the agent for service, should be sent to: Conrad C. Lysiak, Esq. 601 West First Avenue Suite 503 Spokane, Washington 99201 (509) 624-1475 In addition, pursuant to rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. =================================================================== 2 CALCULATION OF REGISTRATION FEE - --------------------------------------------------------------------------- Aggregate Proposed Proposed Title of Each Maximum Maximum Class of Offering Aggregate Amount of Securities to Amount to be Price per Offering Registration be Registered Registered Unit/Share Price [1] Fee [1] - ----------------------------------------------------------------------------- Common Shares, $0.001 par value, issuable upon exercise of stock options by Grantees 800,000 $ 6.50 $ 5,200,000 $ 1,372.80 - --------------------------------------------------------------------------- Totals 800,000 $ 6.50 $ 5,200,000 $ 1,372.80 - --------------------------------------------------------------------------- [1] Based upon the mean between the closing bid and ask prices for common shares on June 27, 2000, in accordance with Rule 457(c). 3 PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT. ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents are incorporated by reference into this Registration Statement and made a part hereof: (a) The Registrant's Form 10-KSB (File No. 0-26760) filed with the Securities and Exchange Commission (the "Commission") for the period ending December 31, 1999. (b) All other reports filed pursuant to Section 13(a) of the Securities Exchange Act of 1934 (the "Exchange Act") since filing the aforementioned Form 10-KSB. ITEM 4. DESCRIPTION OF SECURITIES. Common Stock. The authorized Common Stock of the Company consists of 300,000,000 shares of $0.001 par value Common Stock. As of June 27, 2000, 9,605,500 shares are issued and outstanding. 105,500 shares are freely tradeable without restriction or further registration under the Securities Act of 1933, as amended (the "Act") except for shares owned by existing "affiliates" of the Company, which may be subject to the limitations of Reg. 144 promulgated under the Act. In general, under Reg. 144, a person (or persons whose shares are aggregated) who has satisfied a one (1) year holding period may sell in ordinary market transactions through a broker or with a market maker, within any three (3) month period a number of shares which does not exceed the greater of one percent (1%) of the number of outstanding shares of Common Stock or the average of the weekly trading volume of the Common Stock during the four calendar weeks prior to such sale. Sales under Reg. 144 require the filing of Form 144 with the Securities and Exchange Commission. If the shares of Common Stock have been held for more than two (2) years by a person who is not an affiliate, there is no limitation on the manner of sale or the volume of shares that may be sold and no Form 144 is required. Sales under Reg. 144 may have a depressive effect on the market price of the Company's Common Stock. All shares have equal voting rights and are not assessable. Voting rights are not cumulative and, therefore, the holders of more than 50% of the Common Stock could, if they chose to do so, elect all of the directors of the Company. Upon liquidation, dissolution or winding up of the Company, the assets of the Company, after the payment of liabilities, will be distributed pro rata to the holders of the Common Stock. The holders of the Common Stock do not have preemptive rights to subscribe for any securities of the Company and have no right to require the Company to redeem or purchase their shares. The shares of Common Stock presently outstanding are fully paid and non-assessable. 4 Dividends Holders of the Common Stock are entitled to share equally in dividends when, as and if declared by the Board of Directors of the Company, out of funds legally available therefore. No dividend has been paid on the Common Stock since inception, and none is contemplated in the foreseeable future. Transfer Agent Signature Transfer Agent, 14675 Midway Road, Suite 221, Dallas, Texas 75244 is the Company's transfer agent. The Registrant is authorized to issue only one class of securities, being comprised of $0.001 par value common stock. Common Stock. The holders of the $0.001 par value common stock of the Registrant have traditional rights as to voting, dividends and liquidation. All shares of common Stock are entitled to one vote on all matters. There are no pre-emptive rights and cumulative voting is not allowed. The common stock is not subject to redemption and carries no subscription or conversion rights. In the event of liquidation of the Registrant, the holders of common stock are entitled to share equally in corporate assets after satisfaction of all liabilities. Copies of the Articles of Incorporation and Bylaws were filed as Exhibits to a Registration Statement filed by the Registrant on Form 10, SEC File 0-26760, which became effective by operation of law sixty days thereafter, are incorporated herein by reference. ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL. None. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Colorado Corporation Code, Section 7-3-101.5, contains indemnification provisions which permits indemnification by a corporation of any officer, director and affiliated person who was or is a party, or who is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a member, director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as member, director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorney's fees, and against judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted, or failed to act, in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. All indemnification must be reported to the shareholders at the next annual meeting. In some instances a court must approve such indemnification. 5 ITEM 7. EXEMPTION FROM REGISTRATION. None; not applicable. ITEM 8. EXHIBITS. The following documents are incorporated herein by reference from the Company's Form 10 Registration Statement, SEC file #0-26760, as filed with the Securities and Exchange Commission. Exhibit No. Description 3.1 Articles of Incorporation. 3.2 Bylaws. 3.3 Amendments to the Articles of Incorporation. 4.1 Specimen Stock Certificate The following documents are incorporated herein: 5.1 Opinion of Conrad C. Lysiak, regarding the legality of the securities registered under this Registration Statement. 10.1 2000 Qualified Stock Option Plan. 23.1 Consent of S.W. Hatfield, CPA. 23.2 Consent of Conrad C. Lysiak, Attorney at Law ITEM 9. UNDERTAKINGS. 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; and, 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. The undersigned registrant hereby undertakes that, for the 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 that is incorporated by reference in the 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. 6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement thereto to be signed on its behalf by the undersigned, thereunto duly authorized on the 27th day of June, 2000. NORTH AMERICAN RESORTS, INC. BY: /s/ Ben Traub BEN TRAUB, President KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below constitutes and appoints BEN TRAUB, as true and lawful attorney-in-fact and agent, with full power of substitution, for his and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, therewith, with the Securities and Exchange Commission, and to make any and all state securities laws or blue sky filings, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying the confirming all that said attorney-in-fact and agent, or any substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement thereto has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date /s/ Ben Traub BEN TRAUB President, Chief Executive June 27, 2000 Officer and a member of the Board of Directors /s/ Robert Seitz ROBERT SEITZ Vice President and a member June 27, 2000 of the Board of Directors /s/ Ellen Luthy ELLEN LUTHY Secretary/Treasurer, Chief June 27, 2000 Financial Officer and a member of the Board of Directors EX-5 2 0002.txt 7 EXHIBIT 5.1 CONRAD C. LYSIAK Attorney and Counselor at Law 601 West First Avenue Suite 503 Spokane, Washington 99204 (509) 624-1478 FAX (509) 747-1770 June 30, 2000 North American Resorts, Inc. 15945 Quality Trail North Scandia, Minnesota 55073 RE: Registration Statement on Form S-8 (S.E.C. File No. 333- _________) covering the Public Offering of Common Shares Gentlemen: I have acted as counsel for North American Resorts, Inc. (the "Company"), in connection with registration by the Company of an aggregate of 800,000 Common Shares, par value $0.001 per share, underlying Options to be issued to employees and officers of the Company (the "Options"), all as more fully set forth in the Registration Statement on Form S-8 to be filed by the Company. In such capacity, I have examined, among other documents, the Articles of Incorporation, as amended, Bylaws and minutes of meetings of its Board of Directors and shareholders, and the Qualified Stock Option Plan of the Company. Based upon the foregoing, and subject to such further examinations as I have deemed relevant and necessary, I am of the opinion that: 1. The Company is a corporation duly organized and validly existing under the laws of the State of Colorado. 2. The Options and underlying Common Shares have been legally and validly authorized under the Articles of Incorporation, as amended, of the Company, and when issued and paid for upon exercise of the Options, the Common Shares underlying the Options will constitute duly and validly issued and outstanding, fully paid and nonassessable, Common Shares of the Company. Yours truly, /s/ Conrad C. Lysiak Conrad C. Lysiak EX-10 3 0003.txt 8 EXHIBIT 10.1 NORTH AMERICAN RESORTS, INC. 2000 QUALIFIED STOCK OPTION PLAN ARTICLE I PURPOSE NORTH AMERICAN RESORTS, INC. (the "Company"), is largely dependent for the successful conduct of its business on the initiative, effort and judgment of its officers and employees. This Stock Option Plan (the "Plan") is intended to provide the key employees of the Company an incentive through stock ownership in the Company and encourage them to remain in the Company's employ. Moreover, since the Incentive Stock Options and Non-Qualified Stock Options provided for in the Plan are subject to various alternative provisions of the Internal Revenue Code of 1986, as amended (the "Code"), the Committee (as hereinafter defined) will have considerable latitude in shaping options granted under the Plan to the particular circumstances of the optionee, thus recognizing the full incentive value of the option. ARTICLE II ADMINISTRATION The Plan shall be administered by the Executive Committee (the "Committee") of the Board of Directors (the "Board") of the Company. The Board, at its option, may delegate the administration of the Plan to another committee of the Board subject to the provisions of this Article II. All members of the Committee shall be Directors of the Company and shall be selected by (and serve at the pleasure of) the Board. All members of the Committee shall be "non-employee directors" within the meaning of Rule 16b-3 of the general rules and regulations under the Securities and Exchange Act of 1934, as amended. Subject to the express provisions of the Plan, the Committee shall have plenary authority, in its discretion, to recommend to the Board the individuals within the class set forth in Article IV to whom, and the time and price per share at which, options shall be granted, and the number of shares to be subject to each option. In making such determination, the Committee may take into account the nature of the services rendered by the respective employees, their present and potential contributions to the Company's success and such other factors as the Committee in its discretion shall deem relevant. Subject to the express provisions of the Plan, the Committee shall also have plenary authority to interpret the Plan, to prescribe, amend and rescind rules and regulations regulating it, to recommend to the Board the terms and provisions of the respective options (which need not be identical) and to make all other determinations necessary or advisable for the administration of the Plan. The Committee's determination on the matters referred to in this Article II shall be final, conclusive and binding upon all optionees and shall only subject to Board approval. 9 ARTICLE III AMOUNT OF STOCK AND DURATION OF PLAN The aggregate amount (subject to adjustment as provided in Article VIII) of stock which may be purchased pursuant to options granted under this Plan shall be 800,000 shares of the Company's Common Stock. Any option granted hereunder must be granted within ten (10) years from the date of approval of adoption of the Plan by the Board or the date on which this Plan is approved by the Company's shareholders, whichever is earlier. Shares subject to options under the Plan may, in the sole discretion of the Board, be either authorized and unissued shares or issued shares which have been acquired by the Company and are being held in its treasury. When options have been granted under the Plan and have lapsed unexercised or partially unexercised, the shares which were subject thereto may be reoptioned under the Plan. ARTICLE IV ELIGIBILITY AND PARTICIPATION All officers and employees of the Company shall be eligible to receive Stock Options under the Plan; provided, however, that no member of the Committee shall be entitled to receive an option under this Plan while serving as a member of the Committee. ARTICLE V TERMS AND CONDITIONS OF OPTIONS Each option granted under the Plan shall be evidenced by a Stock Option Agreement (the "Agreement"), the form of which shall have been approved by the Committee and Counsel to the Company. The Agreement shall be executed by the Company and the optionee and shall set forth the terms and conditions of the option, which terms and conditions shall include, but not by way of limitation, the following: 1. Option Price. The option price shall be determined by the Committee, but shall not in any event be less than the greater of the (i) par value of the Company's Common Stock or (ii) the fair market value of the Company's Stock on the date that the option is granted. 2. Term of Option. The term of the option shall be selected by the Committee, but in no event shall such term exceed ten (10) years. 3. Transferability. Options granted hereunder shall not be transferable otherwise than by will or operation of the laws of descent and distribution. During the lifetime of the optionee, options granted hereunder shall be exercisable only by the optionee. 4. Termination of Employment. In the event of an optionee's termination of employment with the Company for any reason other than death, all options granted hereunder shall thereupon terminate. The Committee may, in its discretion, direct that certain Agreements contain provision permitting exercise of an option after an optionee's retirement. Upon the termination of an optionee's employment by reason of his death, such optionee's option(s) shall 10 terminate to the extent it was not exercisable at the date of his death. To the extent such options were then exercisable by the optionee, optionee's estate or the beneficiaries thereof shall be entitled to exercise such options for a period of three (3) months from the date of his death, (unless the option(s) should sooner terminate according to its own provisions) but not thereafter. Notwithstanding the other provisions of this subparagraph 4, no option shall be exercised more than ten (10) years from the date upon which it is granted. 5. Other Conditions. At its sole discretion, the Committee may impose other conditions upon the options granted hereunder, including, but not by way of limitation, percentage limitations upon the exercise of options granted hereunder. If the Plan and the shares of Common Stock reserved for options hereunder have not been registered under the Securities Act of 1933, as amended (the "Act"), the Committee shall satisfy itself that the exemption from registration afforded by Section 4(2) of the Act will be available. ARTICLE VI INCENTIVE STOCK OPTIONS The Committee and the Board, in recommending and granting stock options hereunder, shall have the discretion to determine that certain options shall be Incentive Stock Options, as defined in Section 422A of the Code and the regulations thereunder, while other options shall be Non-Qualified Stock Options. Neither the members of the Committee, the members of the Board nor the Company shall be under any obligation or incur any liability to any person by reason of the determination by the Committee or the Board whether an option granted under the Plan shall be an Incentive Stock Option or a Non- Qualified Stock Option. The provisions of this Article VI shall be applicable to all Incentive Stock Options at any time granted or outstanding under the Plan. All Incentive Stock Options granted or outstanding under the Plan shall be granted and held subject to and in compliance with the terms and conditions specifically set forth in Articles II, III, IV, and V hereof and, in addition, subject to and in compliance with the following further terms and conditions: 1. The option price of all Incentive Stock Options shall not be less than one hundred percent (100%) of the fair market value of the Company's Common Stock at the time the option is granted (notwithstanding any provision of Article V hereof to the contrary); 2. No Incentive Stock Option shall be granted to any person who, at the time of the grant, owns stock possessing more than ten percent (10%) of the total combined voting power of the Company. Such ownership limitation will be waived if (i) the option price is at least one hundred ten percent (110%) of the fair market value of the Company's Common Stock at the time the option is granted; and (ii) the option by its terms must not be exercisable more than five (5) years from the date it is granted; and, 11 3. The aggregate fair market value of all shares of Common Stock (determined at the time of the grant of the option) exercisable for the first time by an employee during any calendar year shall not exceed $100,000. ARTICLE VII EXERCISE OF OPTIONS Options granted hereunder may be exercised only by tendering to the Company written notice of exercise accompanied by the aggregate purchase price for the shares with respect to which the option is being exercised. No option shall be exercisable unless the shares issuable on the exercise thereof have been registered under the Act, or the Company shall have first received the opinion of its counsel that registration under the Act is not required in connection with such issuance. At the time of exercise, if the shares with respect to which the option is being exercised have not been registered under the Act, the Company may require the optionee to give the Company whatever written assurance counsel for the Company may require that the shares are being acquired for investment and not with a view to the distribution thereof, and that the shares will not be disposed of without the written opinion of such counsel that registration under the Act is not required. Share certificates issued to the optionee upon exercise of the option shall bear a legend to the foregoing effect to the extent counsel for the Company deems it advisable. The purchase price of shares of Common Stock of the Company acquired upon the exercise of any Non-Qualified Stock Option or Incentive Stock Option granted under the Plan may be paid by an optionee by the payment of cash, or by the assignment to the Company of shares of the Company's Common Stock theretofore owned by the optionee having a value equal to such option price, or by any combination thereof. For purposes of the Plan, shares of Common Stock shall be deemed to have a value equal to the average of the closing bid and asked price for a share for the trading day upon which such value is being determined. ARTICLE VIII ADJUSTMENTS Subject to any required action by the Company's Directors and shareholders, the number of shares provided for in each outstanding option and the price per share thereof, and the number of shares provided for in the Plan, shall be proportionately adjusted for any increase of decrease in the number of issued shares of the Company Common Stock resulting from a subdivision or consolidation of shares or the payment of a stock dividend (but only on the Common Stock) or any other increase or decrease in the number of such shares effected without receipt of consideration by the Company. Subject to any required action by the Company's Directors and shareholders, if the Company shall be the surviving corporation in any merger or consolidation, each outstanding option shall pertain to and apply to the securities to which a holder of the number of shares of the Company's Common Stock subject to the option would have been entitled. In the event (hereinafter collectively referred to as an 12 "Event of Sale or Liquidation") of: (a) a dissolution or liquidation of the Company; (b) a merger or consolidation in which the Company is not the surviving corporation; (c) a sale of all or substantially all of the assets of the Company; or (d) a sale of all or substantially all of the outstanding Common Stock of the Company to one purchaser, then each outstanding option shall terminate, provided, however, that in such event, each optionee shall have the right immediately prior to any Event of Sale of Liquidation to exercise his option with respect to the full number of shares covered thereby, without regard to any installment provision contained in this Agreement. In the event of a change in the Company's Common Stock which is limited to a change of all of its authorized shares with par value into the same number of shares with a different par value or without par value, the shares resulting from any such change shall be deemed to be Common Stock within the meaning of the Plan. The aforesaid adjustment shall be made by the Committee whose determination in that respect shall be final, binding and conclusive. Except as hereinbefore expressly provided in this Article VIII, the optionee shall have no rights by reason of subdivision or consolidation of shares of stock of any class or payment of any stock dividend or any other increase or decrease in the number of shares of any class or by reason of any Event of Sale or Liquidation, or spin-off of assets or stock of another corporation; and any issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect and no adjustment by reason thereof shall be made with respect to the number or price of shares of the Company's Common Stock subject to any option. The grant of an option pursuant to the Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge or to consolidate or to dissolve or liquidate or sell or transfer all or any part of its business or assets. ARTICLE IX AMENDMENT OR DISCONTINUANCE The Board may at any time amend, rescind or terminate the Plan, as it shall deem advisable, provided, however, that no change may be made in options theretofore granted under the Plan (without the consent of the optionees) which should impair the optionee's rights. Provided, however, that no amendment to the Plan will be effective unless and until such amendment has been approved by the holders of a majority of the Company's outstanding voting stock (voting as a single class) present, or represented, and entitled to vote at a duly constituted meeting of such shareholders, where appropriate, by proxy. 13 ARTICLE X SHAREHOLDER APPROVAL The Plan shall be effective (the "Effective Date") when it has received the approval of a majority of the Board of Directors. However, the Plan and all options granted under the Plan shall be void if the Plan is not approved by the holders of a majority of the outstanding voting stock of the Company (voting as a single class) within twelve (12) months of the Effective Date. NORTH AMERICAN RESORTS, INC. BY: _________________________________ ______________________, President ATTEST: _____________________________ Secretary 14 INCENTIVE STOCK OPTION AGREEMENT THIS AGREEMENT is made and entered into by and between NORTH AMERICAN RESORTS, INC. (the "Company") and _________________________ ("____________________"). WHEREAS, _____________________ is a valuable and trusted employee of the Company and the Company considered it desirable and in the Company's best interests that ____________________ be given an inducement to acquire a propriety interest in the Company and an added incentive to advance the interests of the Company by possessing an option to purchase stock of the Company in accordance with the Incentive Stock Option Plan (the "Plan") adopted by the Board of Directors (the "Board") of the Company on ____________________, 2000. NOW THEREFORE, in consideration of the promises, it is agreed by and between the parties as follows: 1. Grant of Option. The Company hereby grants to ____________________ the right, privilege, and option to purchase ____________________ shares of the Company's Common Stock at the purchase price of $___________ per share, in the manner and subject to the conditions hereinafter provided and Article VI of the "Stock Option Plan" and further subject to terms and conditions to any additional agreement. 2. Time of Exercise of Options. The aforesaid option may, until the termination thereof as provided in paragraph 4, be exercised in any increments, subject to Article VI(1) of the "Stock Option Plan." Provided that for this purpose any such previously granted option not having been exercised in full shall be deemed to remain outstanding until the expiration of the period during which under its initial term it could have been exercised. 3. Method of Exercise. The option shall be exercise by written notice (the "Notice") from ____________________ to the Executive Committee (the "Committee") of the Board. The Notice shall specify the number of shares of stock for which the option is being exercised and be accompanied by payment in full of the option price for the number of shares specified. The option shall be deemed exercised as of the time the Notice is actually received by the Company. The Company shall make immediate delivery of such shares, provided that if any law or regulation required the Company to take any action with respect to the shares specified in such Notice before the issuance thereof, then the date of delivery of such shares shall be extended for the period necessary to take such action. 4. Termination of Option. Except as otherwise provided, the exercisable portion of the option to the extent not already exercised or expired by its own terms shall terminate upon the first to occur of the of the following dates: 15 (a) Ninety days following the date on which __________________, employment (or position as an officer or director) by the Company is terminated. (c) Midnight ____________________, 20____ 5. Adjustments. Subject to any required action by the Company's Directors and shareholders, the number of shares provided for in this option, and the price thereof, shall be adjusted proportionately upward or downward in accordance with the provisions of Article VII of the Plan. 6. Rights prior to Exercise of Option. This option is nontransferable other than by the laws of descent and distribution, and is exercisable ____________________' during __________________' lifetime only by ____________________. ____________________ shall have no rights as a stockholder with respect to the option shares until payment of the option price and delivery to him of such shares as herein provided. 7. Restriction of Disposition. All shares acquired by ____________________ pursuant to this Incentive Stock Option Agreement may be subject to restriction on sale, encumbrance and other dispositions pursuant to state or federal law. 8. Notices. The addresses to which all notices required to be given hereunder shall be sent are, if to the Company: 15945 Quality Trail North Scandia, Minnesota 55073 and if to ____________________: Either party may change his address by giving written notice to the other party at the indicated address. All notices given hereunder shall be deemed received when actually delivered to the indicated address. 9. Stock Option Plan. This Agreement is subject to and incorporates by reference all the terms and conditions set forth in the Plan. In the event of any conflict between the terms of this Agreement and the Plan, the terms and conditions of the Plan shall control. 10. Binding Effect. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns. 16 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of ____________________, 20___. NORTH AMERICAN RESORTS, INC. BY: _________________________________ ______________________, President ATTEST: (Seal) ________________________________ Secretary EX-23 4 0004.txt 17 EXHIBIT 23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We consent to incorporation by reference in the Registration Statement on Form S-8 for North American Resorts, Inc. 2000 Qualified Stock Option Plan of our report dated April 26, 2000, relating to the balance sheet of North American Resorts, Inc. as of December 31, 1999 and 1998 and the related statements of operations and comprehensive income, changes in shareholders' equity and cash flows for the years ended December 31, 1999 and 1998, respectively, which report appears in the 1999 Annual Report on Form 10-KSB of North American Resorts, Inc. /s/ S. W. Hatfield, CPA S. W. HATFIELD, CPA Dallas, Texas June 29, 2000 EX-23 5 0005.txt 18 EXHIBIT 23.2 CONRAD C. LYSIAK Attorney and Counselor at Law 601 West First Avenue Suite 503 Spokane, Washington 99201 (509) 624-1475 FAX: (509) 747-1770 CONSENT I HEREBY CONSENT to the inclusion of my name in connection with the Form S-8 Registration Statement for the 2000 Qualified Stock Option Plan to be filed with the Securities and Exchange Commission as attorney for the Issuer, North American Resorts, Inc. and to the reference to my firm under the subcaption "Opinion of Counsel." DATED this 30th day of June, 2000. Yours truly, /s/ Conrad C. Lysiak Conrad C. Lysiak -----END PRIVACY-ENHANCED MESSAGE-----