-----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, QQ1woGubbWAB55ccGdRIX5dTc6QIPPdXS6Gqeo/9GU7tY5LNTQzy28uCfef+0U06 0cPmT4XQyLlxbf6SRIr1lQ== /in/edgar/work/20000630/0001002014-00-000086/0001002014-00-000086.txt : 20000920 0001002014-00-000086.hdr.sgml : 20000920 ACCESSION NUMBER: 0001002014-00-000086 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: 333-40594 FILM NUMBER: 666468 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) 709-3975 (Address and telephone of executive offices, including zip code.) THE NORTH AMERICAN RESORTS, INC. 2000 NONQUALIFYING STOCK OPTION PLAN Ben Traub, President NORTH AMERICAN RESORTS, INC. 15945 Quality Trail North Scandia, Minnesota 55073 (888) 709-3975 (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 700,000 $ 6.50 $ 4,550,000 $ 1,201.20 - ------------------------------------------------------------------------------- Totals 700,000 $ 6.50 $ 4,550,000 $ 1,201.20 - ------------------------------------------------------------------------------- [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. 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 Nonqualifying 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 700,000 Common Shares, par value $0.001 per share, underlying Options to be issued to employees, directors, officers and/or others 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 Non-Qualifying 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 NONQUALIFYING STOCK OPTION PLAN ARTICLE I Purpose of Plan This 2000 NONQUALIFYING STOCK OPTION PLAN (the "Plan") of North American Resorts, Inc. (the "Company") for persons employed or associated with the Company, including without limitation any employee, director, general partner, officer, attorney, accountant, consultant or advisor, is intended to advance the best interests of the Company by providing additional incentive to those persons who have a substantial responsibility for its management, affairs, and growth by increasing their proprietary interest in the success of the Company, thereby encouraging them to maintain their relationships with the Company. Further, the availability and offering of Stock Options under the Plan supports and increases the Company's ability to attract, engage and retain individuals of exceptional talent upon whom, in large measure, the sustained progress growth and profitability of the Company for the shareholders depends. ARTICLE II Definitions For Plan purposes, except where the context might clearly indicate otherwise, the following terms shall have the meanings set forth below: "Board" shall mean the majority of the Board of Directors of the Company. "Code" shall mean the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder. "Common Shares" shall mean the Company's Common Shares $0.001 par value per share, or, in the event that the outstanding Common Shares are hereafter changed into or exchanged for different shares or securities of the Company, such other shares or securities. "Company" shall mean North American Resorts, Inc., a Colorado corporation, and any parent or subsidiary corporation of North American Resorts, Inc., as such terms are defined in Section 425(e) and 425(f), respectively of the Code. "Optionee" shall mean any person employed or associated with the affairs of the Company who has been granted one or more Stock Options under the Plan. "Stock Option" or "NQSO" shall mean a stock option granted pursuant to the terms of the Plan. "Stock Option Agreement" shall mean the agreement between the Company and the Optionee under which the Optionee may purchase Common Shares hereunder. 9 ARTICLE III Administration of the Plan 1. The Board shall administer the plan and accordingly, it shall have full power to grant Stock Options, construe and interpret the Plan, establish rules and regulations and perform all other acts, including the delegation of administrative responsibilities, it believes reasonable and proper. 2. The determination of those eligible to receive Stock Options, and the amount, price, type and timing of each Stock Option and the terms and conditions of the respective stock option agreements shall rest in the sole discretion of the Board, subject to the provisions of the Plan. 3. The Board may cancel any Stock Options awarded under the Plan if an Optionee conducts himself in a manner which the Board determines to be inimical to the best interest of the Company and its shareholders as set forth more fully in paragraph 8 of Article X of the Plan. 4. The Board may correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any granted Stock Option, in the manner and to the extent it shall deem necessary to carry it into effect. 5. Any decision made, or action taken, by the Board arising out of or in connection with the interpretation and administration of the Plan shall be final and conclusive. 6. Meetings of the Board shall be held at such times and places as shall be determined by the Board. A majority of the members of the Board shall constitute a quorum for the transaction of business, and the vote of a majority of those members present at any meeting shall decide any question brought before that meeting. In addition, the Board may take any action otherwise proper under the Plan by the affirmative vote, taken without a meeting, of a majority of its members. 7. No member of the Board shall be liable for any act or omission of any other member of the Board or for any act or omission on his/her own part, including, but not limited to, the exercise of any power or discretion given to him/her under the Plan except those resulting from his/her own gross negligence or willful misconduct. 8. The Company, through its management, shall supply full and timely information to the Board on all matters relating to the eligibility of Optionees, their duties and performance, and current information on any Optionee's death, retirement, disability or other termination of association with the Company, and such other pertinent information as the Board may require. The Company shall furnish the Board with such clerical and other assistance as is necessary in the performance of its duties hereunder. 10 ARTICLE IV Shares Subject to the Plan 1. The total number of shares of the Company available for grants of Stock Options under the Plan shall be 700,000 Common Shares, subject to adjustment as herein provided, which shares may be either authorized but unissued or reacquired Common Shares of the Company. 2. If a Stock Option or portion thereof shall expire or terminate for any reason without having been exercised in full, the unpurchased shares covered by such NQSO shall be available for future grants of Stock Options. ARTICLE V Stock Option Terms and Conditions 1. Consistent with the Plan's purpose, Stock Options may be granted to any person who is performing or who has been engaged to perform services of special importance to management in the operation, development and growth of the Company. 2. Determination of the option price per share for any stock option issued hereunder shall rest in the sole and unfettered discretion of the Board. 3. All Stock Options granted under the Plan shall be evidenced by agreements which shall be subject to applicable provisions of the Plan, and such other provisions as the Board may adopt, including the provisions set forth in paragraphs 2 through 11 of this Article V. 4. All Stock Options granted hereunder must be granted within ten years from the date this Plan is adopted. 5. No Stock Option granted hereunder shall be exercisable after the expiration of ten years from the date such NQSO is granted. The Board, in its discretion, may provide that an option shall be exercisable during such ten year period or during any lesser period of time. The Board may establish installment exercise terms for a Stock Option such that the NQSO becomes fully exercisable in a series of cumulating portions. If an Optionee shall not, in any given installment period, purchase all the Common Shares which such Optionee is entitled to purchase within such installment period, such Optionee's right to purchase any Common Shares not purchased in such installment period shall continue until the expiration or sooner termination of such NQSO. The Board may also accelerate the exercise of any NQSO. 11 6. A Stock Option, or portion thereof, shall be exercised by delivery of (i) a written notice of exercise to the Company specifying the number of Common Shares to be purchased, and (ii) payment of the full price of such Common Shares, as fully set forth in paragraph 7 of this Article V. No NQSO or installment thereof shall be reusable except with respect to whole shares, and fractional share interests shall be disregarded. Not less than 100 Common Shares may be purchased at one time unless the number purchased is the total number at the time available for purchase under the NQSO. Until the Common Shares represented by an exercised NQSO are issued to an Optionee, he/she shall have none of the rights of a shareholder with regards to the NQSO. 7. The exercise price of a Stock Option, or portion thereof, may be paid: A. In United States dollars, in cash or by cashier's check, certified check, bank draft or money order, payable to the order of the Company in an amount equal to the option price; or, B. At the discretion of the Board, through the delivery of fully paid and nonassessable Common Shares, with an aggregate fair market value (determined as the average of the highest and lowest reported sales prices on the Common Shares as of the date of exercise of the NQSO, as reported by such responsible reporting service as the Board may select, or if there were not transactions in the Common Shares on such day, then the last preceding day on which transactions took place), as of the date of the NQSO exercise equal to the option price, provided such tendered shares, or any derivative security resulting in the issuance of Common Shares, have been owned by the Optionee for at least thirty (30) days prior to such exercise; or, C. By a combination of both A and B above. The Board shall determine acceptable methods for tendering Common Shares as payment upon exercise of a Stock Option and may impose such limitations and prohibitions on the use of Common Shares to exercise an NQSO as it deems appropriate. 8. With the Optionee's consent, the Board may cancel any Stock Option issued under this Plan and issue a new NQSO to such Optionee. 9. Except by will, the laws of descent and distribution, or with the written consent of the Board, no right or interest in any Stock Option granted under the Plan shall be assignable or transferable, and no right or interest of any Optionee shall be liable for, or subject to, any lien, obligation or liability of the Optionee. Upon petition to, and thereafter with the written consent of the Board, an Optionee may assign or transfer all or a portion of 12 the Optionee's rights and interest in any stock option granted hereunder. Stock Options shall be exercisable during the Optionee's lifetime only by the Optionee or assignees, or the duly appointed legal representative of an incompetent Optionee, including following an assignment consented to by the Board herein. 10. No NQSO shall be exercisable while there is outstanding any other NQSO which was granted to the Optionee before the grant of such option under the Plan or any other plan which gives the right to the Optionee to purchase stock in the Company or in a corporation which is a parent corporation (as defined in Section 425(e) of the Code) of the Company, or any predecessor corporation of any of such corporations at the time of the grant. An NQSO shall be treated as outstanding until it is either exercised in full or expires by reason of lapse of time. 11. Any Optionee who disposes of Common Shares acquired on the exercise of a NQSO by sale or exchange either (i) within two years after the date of the grant of the NQSO under which the stock was acquired, or (ii) within one year after the acquisition of such Shares, shall notify the Company of such disposition and of the amount realized upon such disposition unless otherwise agreed to in writing. The transfer of Common Shares may also be restricted by applicable provisions of the Securities Act of 1933, as amended. ARTICLE VI Adjustments or Changes in Capitalization 1. In the event that the outstanding Common Shares of the Company are hereafter changed into or exchanged for a different number of kinds of shares or other securities of the Company by reason of merger, consolidation, other reorganization, recapitalization, reclassification, combination of shares, stock split-up or stock dividend: A. Prompt, proportionate, equitable, lawful and adequate adjustment shall be made of the aggregate number and kind of shares subject to Stock Options which may be granted under the Plan, such that the Optionee shall have the right to purchase such Common Shares as may be issued in exchange for the Common Shares purchasable on exercise of the NQSO had such merger, consolidation, other reorganization, recapitalization, reclassification, combination of shares, stock split-up or stock dividend not taken place; B. Rights under unexercised Stock Options or portions thereof granted prior to any such change, both as to the number or kind of shares and the exercise price per share, shall be adjusted appropriately, provided that such adjustments shall be made without change in the total exercise price applicable to the unexercised portion of such NQSO's but by an adjustment in the price for each share covered by such NQSO's; or, 13 C. Upon any dissolution or liquidation of the Company or any merger or combination in which the Company is not a surviving corporation, each outstanding Stock Option granted hereunder shall terminate, but the Optionee shall have the right, immediately prior to such dissolution, liquidation, merger or combination, to exercise his/her NQSO in whole or in part, to the extent that it is exercisable, without regard to any installment exercise provisions in such NQSO. 2. The foregoing adjustment and the manner of application of the foregoing provisions shall be determined solely by the Board, whose determination as to what adjustments shall be made and the extent thereof, shall be final, binding and conclusive. No fractional Shares shall be issued under the Plan on account of any such adjustments. ARTICLE VII Merger, Consolidation or Tender Offer If the Company shall be a party to a binding agreement to any merger, consolidation or reorganization or sale of substantially all the assets of the Company, each outstanding Stock Option shall pertain and apply to the securities and/or property which a shareholder of the number of Common Shares of the Company subject to the NQSO would be entitled to receive pursuant to such merger, consolidation or reorganization or sale of assets. ARTICLE VIII Amendment and Termination of Plan 1. The Board may at any time, and from time to time, suspend or terminate the Plan in whole or in part or amend it from time to time in such respects as the Board may deem appropriate and in the best interest of the Company. 2. No amendment, suspension or termination of this Plan shall, without the Optionee's consent, alter or impair any of the rights or obligations under any Stock Option theretofore granted to him/her under the Plan. 3. The Board may amend the Plan, subject to the limitations cited above, in such manner as it deems necessary to permit the granting of Stock Options meeting the requirements of future amendments or issued regulations, if any, to the Code. 4. No NQSO may be granted during any suspension of the Plan or after termination of the Plan. 14 ARTICLE IX Government and Other Regulations The obligation of the Company to issue, transfer and deliver Common Shares for Stock Options exercised under the Plan shall be subject to all applicable laws, regulations, rules, orders and approval which shall then be in effect and required by the relevant stock exchanges on which the Common Shares are traded and by government entities as set forth below or as the Board in its sole discretion shall deem necessary or advisable. Specifically, in connection with the Securities Act of 1933, as amended, upon exercise of any Stock Option, the Company shall not be required to issue Common Shares unless the Board has received evidence satisfactory to it to the effect that the Optionee will not transfer such shares except pursuant to a registration statement in effect under such Act or unless an opinion of counsel satisfactory to the Company has been received by the Company to the effect that such registration is not required. Any determination in this connection by the Board shall be final, binding and conclusive. The Company may, but shall in no event be obligated to take any other affirmative action in order to cause the exercise of a Stock Option or the issuance of Common Shares purchased thereto to comply with any law or regulation of any government authority. ARTICLE X Miscellaneous Provisions 1. No person shall have any claim or right to be granted a Stock Option under the Plan, and the grant of an NQSO under the Plan shall not be construed as giving an Optionee the right to be retained by the Company. Furthermore, the Company expressly reserves the right at any time to terminate its relationship with an Optionee with or without cause, free from any liability, or any claim under the Plan, except as provided herein, in an option agreement, or in any agreement between the Company and the Optionee. 2. Any expenses of administering this Plan shall be borne by the Company. 3. The payment received from Optionee from the exercise of Stock Options under the Plan shall be used for the general corporate purposes of the Company. 4. Without amending the Plan, grants may be made to persons who are foreign nationals or employed outside the United States, or both, on such terms and conditions, consistent with the Plan's purpose, different from those specified in the Plan as may, in the judgment of the Board, be necessary or desirable to create equitable opportunities given differences in tax laws in other countries. 15 5. In addition to such other rights of indemnification as they may have as members of the Board, the members of the Board shall be indemnified by the Company against all costs and expenses reasonably incurred by them in connection with any action, suit or proceeding to which they or any of them may be party by reason of any action taken or failure to act under or in connection with the Plan or any Stock Option granted thereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except a judgment based upon a finding of bad faith; provided that upon the institution of any such action, suit or proceeding a Board member shall in writing, give the Company notice thereof and an opportunity, at its own expense, to handle and defend the same before such Board member undertakes to handle and defend it on his/her own behalf. 6. Stock Options may be granted under this Plan from time to time, in substitution for stock options held by employees of other corporations who are about to become employees of the Company as the result of a merger or consolidation of the employing corporation with the Company or the acquisition by the Company of the assets of the employing corporation or the acquisition by the Company of stock of the employing corporation as a result of which it become a subsidiary of the Company. The terms and conditions of such substitute stock options so granted my vary from the terms and conditions set forth in this Plan to such extent as the Board of Director of the Company at the time of grant may deem appropriate to conform, in whole or in part, to the provisions of the stock options in substitution for which they are granted, but no such variations shall be such as to affect the status of any such substitute stock options as a stock option under Section 422A of the Code. 7. Notwithstanding anything to the contrary in the Plan, if the Board finds by a majority vote, after full consideration of the facts presented on behalf of both the Company the Optionee, that the Optionee has been engaged in fraud, embezzlement, theft, commission of a felony or proven dishonesty in the course of his/her association with the Company or any subsidiary corporation which damaged the Company or any subsidiary corporation, or for disclosing trade secrets of the Company or any subsidiary corporation, the Optionee shall forfeit all unexercised Stock Options and all exercised NQSO's under which the Company has not yet delivered the certificates and which have been earlier granted the Optionee by the Board. The decision of the Board as to the case of an Optionee's discharge and the damage done to the Company shall be final. No decision of the Board, however, shall affect the finality of the discharge of such Optionee by the Company or any subsidiary corporation in any manner. Further, if Optionee voluntarily terminates employment with the Company, the Optionee shall forfeit all unexercised stock options. 16 ARTICLE XI Securities Regulations The securities issued pursuant to this Plan are registered on Form S-8. ARTICLE XII Written Agreement Each Stock Option granted hereunder shall be embodied in a written Stock Option Agreement which shall be subject to the terms and conditions prescribed above and shall be signed by the Optionee and by the President of the Company, for and in the name and on behalf of the Company. Such Stock Option Agreement shall contain such other provisions as the Board, in its discretion shall deem advisable. ARTICLE XIII Effective Date This Plan shall become unconditionally effective as of the date of approval of the Plan by the Board of Directors of the Company. No Stock Option may be granted later than ten (10) years from the effective date of the Plan; provided, however, that the Plan and all outstanding Stock Options shall remain in effect until such NQSO's have expired or until such options are canceled. 17 Number of Shares: ______________ Date of Grant: _____________ NONQUALIFYING STOCK OPTION AGREEMENT AGREEMENT made this _____ day of ________________,20____, between _________________________ (the "Optionee"), and North American Resorts, Inc., a Colorado corporation (the "Company"). 1. Grant of Option. The Company, pursuant to the provisions of the North American Resorts, Inc. 2000 Nonqualifying Stock Option Plan (the "2000 Plan"), set forth as Attachment A hereto, hereby grants to the Optionee, subject to the terms and conditions set forth or incorporated herein, an Option to purchase from the Company all or any part of an aggregate of __________ Common Shares, as such Common Shares are now constituted, at the purchase price of $_______ per share. The provisions of the 2000 Plan governing the terms and conditions of the Option granted hereby are incorporated in full herein by reference. 2. Exercise. The Option evidenced hereby shall be exercisable in whole or in part (but only in multiples of 100 Shares unless such exercise is as to the remaining balance of this Option) on or after ________________________ and on or before _________________________, provided that the cumulative number of Common Shares as to which this Option may be exercised (except as provided in paragraph 1 of Article VI of this 2000 Plan) shall not exceed the following amounts: Cumulative Number Prior to Date of Shares (Not Inclusive of) The Option evidenced hereby shall be exercisable by the delivery to and receipt by the Company of (i) a written notice of election to exercise, in the form set forth in Attachment B hereto, specifying the number of shares to be purchased; (ii) accompanied by payment of the full purchase price thereof in case or certified check payable to the order of the Company, or by fully-paid and nonassessable Common Shares of the Company properly endorsed over to the Company, or by a combination thereof; and, (iii) by return of this Stock Option Agreement for endorsement of exercise by the Company on Schedule I hereof. In the event fully paid and nonassessable Common Shares are submitted as whole or partial payment for Shares to be purchased hereunder, such Common Shares will be valued at their Fair Market Value (as defined in the 2000 Plan) on the date such Shares are received by the Company and applied to payment of the exercise price. 3. Transferability. The Option evidenced hereby is NOT assignable or transferable by the Optionee other than by the Optionee's will, by the laws of descent and distribution, as provided in paragraph 9 of Article V of the 2000 Plan. The Option shall be exercisable only by the Optionee during his/her lifetime. 18 4. Securities Regulations. The securities issued pursuant to this Plan are registered under Form S8. North American Resorts, Inc. BY: ________________________________ _______________________, President ATTEST: ____________________________ Secretary Optionee hereby acknowledges receipt of a copy of the 2000 Plan, attached hereto and accepts this Option subject to each and every term and provision of such Plan. Optionee hereby agrees to accept as binding, conclusive and final, all decisions or interpretations of the Board administering the 2000 Plan on any questions arising under such Plan. Optionee recognizes that if Optionee's employment with the Company or any subsidiary thereof shall be terminated with cause, or by the Optionee, all of the Optionee's rights hereunder shall thereupon terminate; and that, pursuant to paragraph 10 of Article V of the 2000 Plan, this Option may not be exercised while there is outstanding to Optionee any unexercised Stock Option, granted to Optionee before the date of grant of this Option, to purchase Common Shares of the Company or any parent or subsidiary thereof. Dated: ________________________ ______________________________________ Optionee ______________________________________ Type or Print Name ______________________________________ Address ______________________________________ ______________________________________ Social Security No. __________________ 19 Attachment B (Suggested form of letter to be used for notification of election to exercise.) Date: Secretary, North American Resorts, Inc. Dear Sir/Madame: In accordance with paragraph 2 of the Nonqualifying Stock Option Agreement evidencing the Option granted to me on ____________________ under the North American Resorts, Inc. 2000 Nonqualifying Stock Option Plan, I hereby elect to exercise this Option to the extent of _______________ Common Shares. Enclosed are (i) Certificate(s) No.(s) __________ representing fully-paid Common Shares of North American Resorts, Inc. endorsed to the Company with signature guaranteed, and/or a certified check payable to the order of North American Resorts, Inc. in the amount of $___________ as the balance of the purchase price of $__________ for the Shares which I have elected to purchase and (ii) the original Stock Option Agreement for endorsement by the Company as to exercise on Schedule I thereof. I acknowledge that the Common Shares (if any) submitted as part payment for the exercise price due hereunder will be valued by the Company at their Fair Market Value (as defined in the 2000 Plan) on the date this Option exercise is effected by the Company. In the event I hereafter sell any Common Shares issued pursuant to this option exercise within one year from the date of exercise or within two years after the date of grant of this Option, I agree to notify the Company promptly of the amount of taxable compensation realized by me by reason of such sale for federal income tax purposes. When the certificate for Common Shares which I have elected to purchase has been issued, please deliver it to me, along with my endorsed Stock Option Agreement in the event there remains an unexercised balance of Shares under the Option, at the following address: ____________________________________________ ____________________________________________ ____________________________________________ _______________________________________ Signature of Optionee _______________________________________ Type or Print Name 20 Optionee __________________ Date of Grant ____________________ SCHEDULE I Unexercised Issuing Shares Payment Shares Officer Date Purchased Received Remaining Initials EX-23 4 0004.txt 21 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 NonQualifying 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 22 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 Nonqualifying 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-----