-----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, CAHWfrHr8lpCaVMa/dD3io5mES3WKsrLQm9PxKBUzeN6Pz2J9ItZXO4McA1++Hi+ xUsj7d8PU0cjisEbcQ48bQ== 0001038838-01-500125.txt : 20010605 0001038838-01-500125.hdr.sgml : 20010605 ACCESSION NUMBER: 0001038838-01-500125 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20010604 EFFECTIVENESS DATE: 20010604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW MILLENNIUM MEDIA INTERNATIONAL INC CENTRAL INDEX KEY: 0001108967 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 841463284 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-62208 FILM NUMBER: 1653685 BUSINESS ADDRESS: STREET 1: 101 PHILIPPE PARKWAY STREET 2: SUITE 300 CITY: SAFETY HARBOR STATE: FL ZIP: 34695 BUSINESS PHONE: 7277976664 MAIL ADDRESS: STREET 1: 101 PHILIPPE PARKWAY STREET 2: STE 300 CITY: SAFTETY HARBOR STATE: FL ZIP: 34695 S-8 1 s8.txt S-8 DATED JUNE 4, 2001 As filed with the Securities and Exchange Commission on June 4, 2001 Registration No. _____ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES EXCHANGE ACT OF 1933 ----------------------- Commission File Number 0-29195 NEW MILLENNIUM MEDIA INTERNATIONAL, INC. ---------------------------------------- (Name of Small Business Issuer in Its Charter) Colorado (7310) 84-1463284 -------- ------ ---------- (State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.) 101 Philippe Parkway, Suite 300 Safety Harbor, Florida 34695 (727) 797-6664 -------------- (Address and Telephone Number of Principal Executive Offices and Principal Place of Business) NEW MILLENNIUM MEDIA INTERNATIONAL, INC. 2000 STOCK OPTION PLAN WARRANTS ISSUED AS COMPENSATION TO CONSULTANTS ---------------------------------------------- (Full Title of the Plan) John D. Thatch, President New Millennium Media International, Inc. 101 Philippe Parkway, Suite 300 Safety Harbor, Florida 34695 ---------------------------- (Name, Address and Telephone Number of Agent for Service) Calculation of registration fee - -------------------------------------------------------------------------------- Proposed Proposed Title of amount maximum Maximum Amount of securities to be to be offering price aggregate registration registered registered(1) per share offering price fee - -------------------------------------------------------------------------------- Common Stock, par 600,000 shares $0.50(2) $ 300,000 $ 79.20 value $.001 per share, underlying certain Plan options Common Stock (3) 500,000 $0.75 $ 375,000 $ 99.00 Common Stock (3) 500,000 $1.00 $ 500,000 $ 132.00 TOTAL $1,175,000 $ 310.20 - -------------------------------------------------------------------------------- Footnotes to Table continue on following page (1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"), the number of shares of common stock, par value $.001 per share (the "Common Stock"), of New Millennium Media International, Inc. (the "Company") being registered shall be adjusted to include any additional shares which may become issuable as a result of stock splits, stock dividends or similar transactions. (2) Computed in accordance with Rules 457(c) and 457(h)(1) under the Securities Act solely for the purpose of calculating the total registration fee and based upon the average of the last price per share of the Registrant's Common Stock on May 29, 2001, a date within five (5) days prior to the date of filing of this Registration Statement, as reported by the OTC-Bulletin Board. (3) Issuable upon the exercise of Warrants granted to a consultant of the Registrant. Documents Incorporated by Reference Yes [X] No [ ] EXPLANATORY NOTE The Reoffer Prospectus, filed as part of this Registration Statement, has been prepared in accordance with the requirements of Form S-3 and will be used for offers of Common Stock of New Millennium Media International, Inc. (the "Company"), by persons who may be deemed to be affiliates of the Company (as that term is defined in Rule 405 under the Securities Act of 1933, as amended). As of March 31, 2001 there were 30,284,314 shares of the Company's common stock issued and outstanding and subscribed. As the result of a one for five stock split that became effective May 18, 2001, on that date there were 6,056,863 shares of the Company's common stock issued and outstanding. NEW MILLENNIUM MEDIA INTERNATIONAL, INC. INDEX PART I: INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS Item 1. Plan Information Item 2. Registration Information and Employee Plan Annual Information PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference Item 4. Description of Securities Item 5. Interests of Named Experts and Counsel Item 6. Indemnification of Directors and Officers Item 7. Exemption from Registration Claimed Item 8. Exhibits Item 9. Undertakings. Signatures PART I: INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS Item 1. Plan Information* Item 2. Registration Information and Employee Plan Annual Information* * The documents containing the information specified in Part I of Form S-8 will be sent or given to participating employees as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act"). Such documents are not required to be and are not filed with the Securities and Exchange Commission (the "Commission") either as part of this registration statement on Form S-8 (the "Registration Statement"), or as a prospectus or prospectus supplement pursuant to Rule 424. These documents and the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. CROSS REFERENCE SHEET Between Items of Form S-3 and Prospectus Pursuant to Rule 501(b) of Regulation S-K Item and Heading Location in Prospectus 1. Forepart of the Registration Statement and Outside Front Cover Page of Prospectus................ Cover Page 2. Inside Front and Outside Back Cover Pages of Prospectus............... Inside Cover Page 3. Summary Information, Risk Factors and Ratio of Earnings to Fixed Charges........................ Introduction 4. Use of Proceeds......................... Not applicable 5. Determination of Offering Price......... Not applicable 6. Dilution................................... Not applicable 7. Selling Security Holders................ Cover Page, Selling Shareholders 8. Plan of Distribution.................... Selling Shareholders 9. Description of Securities to be Registered........................ Documents Incorporated by Reference 10. Interests of Named Experts and Counsel............................... Legal Opinion and Experts 11. Material Changes........................ Not applicable 12. Incorporation of Certain Information by Reference................ Documents Incorporated by Reference 13. Disclosure of Commission Position on Indemnification of Securities Act Liabilities.............. Indemnification REOFFER PROSPECTUS NEW MILLENNIUM MEDIA INTERNATIONAL, INC. 1,000,000 Shares Common Stock $.001 par value This Prospectus is being used in connection with the offering from time to time by certain shareholders of New Millennium Media International, Inc. ("Selling Shareholders") or their successors in interest of shares of the Common Stock ($.001 par value) of New Millennium Media International, Inc. ("Common Stock") which have been or may be acquired upon the exercise of warrants granted as compensation to certain consultants of the Company. The Common Stock may be sold from time to time by the Selling Shareholder or by pledgees, donees, transferees, or other successors in interest. Such sales may be made in the over-the-counter market or otherwise at prices and at terms then prevailing or at prices related to the then current market price, or in negotiated transactions. The Common Stock may be sold by one or more of the following: (a) a block trade in which the broker or dealer so engaged will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; (b) purchases by a broker or dealer as principal and resale by such broker or dealer for its account pursuant to this Prospectus; (c) an exchange distribution in accordance with the rules of such exchange; and (d) ordinary brokerage transactions and transactions in which the broker solicits purchases. In effecting sales, brokers, or dealers engaged by the Selling Shareholder may arrange for other brokers or dealers to participate. Brokers or dealers will receive commissions or discounts from Selling Shareholders in amounts to be negotiated immediately prior to the sale. Such brokers or dealers and any other participating brokers or dealers may be deemed to be "underwriters" within the meaning of the Securities Act of 1933, as amended (the "Act") in connection with such sales. In addition, any securities covered by this Prospectus, which qualify for sale pursuant to Rule 144, may be sold under Rule 144 rather than pursuant to this Prospectus. New Millennium Media International, Inc. will not receive any of the proceeds from the sale of these shares, although it has paid the expenses of preparing this Prospectus and the related Registration Statement. ------------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ------------------- The last sale price of New Millennium Media International, Inc. Common Stock as reported by the OTC-Bulletin Board on May 31, 2001 was $1.50. ------------------- The date of this Prospectus is June 4, 2001. TABLE OF CONTENTS Page AVAILABLE INFORMATION............................................... 2 SELLING SHAREHOLDERS............................................... 3 DOCUMENTS INCORPORATED BY REFERENCE................................ 3 EXPERTS............................................................ 4 LEGAL OPINION...................................................... 4 INDEMNIFICATION ................................................... 4 NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE INFORMATION OR TO MAKE REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING CONTAINED HEREIN AND, IF GIVEN OR MADE INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING OF ANY SECURITIES OTHER THAN THOSE TO WHICH IT RELATES OR IN ANY STATE OR OTHER JURISDICTION IN, WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR SINCE THE DATES AS OF WHICH INFORMATION IS SET FORTH HEREIN. AVAILABLE INFORMATION The Company has filed a Registration Statement on Form S-8 under the Securities Act with respect to the Common Stock offered hereby. This Prospectus, which constitutes a part of the Registration Statement, omits certain of the information contained in the Registration Statement and the exhibits and schedules thereto on file with the Commission pursuant to the Securities Act and the rules and regulations of the Commission thereunder. For further information with respect to the Company and its Common Stock, reference is made to the Registration Statement and the exhibits and schedules thereto. Statements contained in this Prospectus regarding the contents of any agreement or other document filed as an exhibit to the Registration Statement are not necessarily complete, and in each instance reference is made to the copy of such agreement filed as an exhibit to the Registration Statement, each such statement being qualified in all respects by such reference. The Registration Statement, including the exhibits and schedules thereto, can be inspected and copied at the Commission's offices as described herein. The Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files annual and quarterly reports, proxy statements and other information with the Commission. Such reports, proxy statements and other information filed by the Company with the Commission pursuant to the informational requirements of the Exchange Act may be inspected and copied at the public reference facilities maintained by the Commission at 450 2 Fifth Street, N.W., Room 1024, Judiciary Plaza, Washington, D.C. 20549, as well as at the Commission's Regional Offices at 7 World Trade Center, Suite 1300, New York, New York 10048 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material may be obtained at prescribed rates from the Public Reference Room of the Commission at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549. Information concerning the operation of the Public Reference Room may be obtained by calling the Commission at 1-800-SEC-0330. The Commission maintains an Internet site at http://www.sec.gov that contains reports, proxy and information statements and other information regarding registrants, including the Company, that file electronically with the Commission. ------------------------- The Company will provide without charge to each person to whom this Prospectus is delivered, upon written or oral request of such person, a copy of any and all of the information that has been or may be incorporated by reference in this Prospectus, but is not delivered with this Prospectus (other than exhibits to such information unless such exhibits are incorporated by reference in this Prospectus). Such requests may be mailed to New Millennium Media International, Inc., 101 Philippe Parkway, Suite 300, Safety Harbor, Florida 34695, Attention: John "JT" Thatch, President/CEO or may be made by telephone to Mr. Thatch at (727) 797-6664. SELLING SHAREHOLDERS The following table sets forth the names of the Selling Shareholders, the number of shares of Common Stock owned by the Selling Shareholders, the number of shares of Common Stock to be offered by the Selling Shareholders and the number of shares of Common Stock the Selling Shareholders will own after the completion of this offering. Beneficial Ownership Beneficial Ownership Name of Prior to Offering After Offering Selling Shareholder Shares Percentage(2) Shares(1) Percentage - ------------------- ------ ------------- --------- ---------- Marc Barhonovich(3) 500,000 8.2% -0- -0- Ray Oliver(4) 500,000 8.2% -0- -0- (1) Assumes the sale of all of the shares of Common Stock owned by the Selling Shareholder. (2) Based on 6,056,863 issued and outstanding shares of Common Stock. (3) Issuable upon the exercise of 500,000 warrants. The warrants are immediately exercisable at $0.75 per share. (4) Issuable upon the exercise of 500,000 warrants. The warrants are immediately exercisable at $1.00 per share. DOCUMENTS INCORPORATED BY REFERENCE The following documents are incorporated in this Prospectus by reference and made a part hereof: (a) Definitive Proxy Statement filed April 18, 2001; (b) The Company's Quarterly Report on Form 10-QSB for the quarter ended March 31, 2001; (b) The Company's Annual Report on Form 10-KSB for the year ended December 31, 2000; (c) The Company's Quarterly Report on Form 10-QSB for the quarter ended September 30, 2000; (d) The Company's Quarterly Report on Form 10-QSB for the quarter ended June 30, 2000; (e) The Company's Quarterly Report on Form 10-QSB for the quarter ended March 31, 2000; (f) (c) The description of the Company's Common Stock contained in the Company's Registration Statement on Form SB-2 declared effective on September 28, 2000. (g) All other documents filed by the Company after the date of this Registration Statement under Section 13(a), 13(c), 14 and 15(d) of the securities Exchange Act of 1934, prior to the filing of a post-effective amendment to the Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining in the Registration Statement and to be part thereof from the date of filing of such documents. 3 Any statement contained in a document incorporated or deemed to be 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 document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. EXPERTS The financial statements of the Company as of March 31, 2001 and for the two years ended December 31, 1999 and December 31, 2000 are incorporated by reference herein. The two year end financial statements have been audited by Richard J. Fuller, CPA, PA, independent auditor, as set forth in their respective reports thereon incorporated herein by reference and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing. LEGAL OPINION The legality of the Common Stock to be offered hereby has been passed upon for the Company by the firm of Sommer & Schneider LLP. INDEMNIFICATION Sections 7-109-101 et seq. of the Colorado Business Corporation Act, as amended from time to time provides that a corporation may indemnify directors, officers, employees or agents of the corporation against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement in connection with threatened, pending or completed actions, suits or proceedings brought against them by reason of their service in such capacity, including, under certain circumstances, actions brought by or in the right of the corporation, and may purchase insurance or make other financial arrangements on behalf of any such persons for any such liability. The Company's By-laws are silent regarding the issue of corporate indemnification of NMMI officers, directors, agents and employees. Article VIII of the Company's Articles of Incorporation provides for indemnification and advance expenses to a director or officer in connection with a proceeding to the fullest extent permitted or required by and in accordance with the Colorado Business Corporation Act. This Article permits the Corporation, as determined by the Board of Directors, in a specific instance or by resolution of general application to indemnify and advance expenses to an employee, fiduciary or agent in connection with a proceeding to the extent permitted or required by and in accordance with the Colorado Business Corporation Act. Insofar as indemnification for liabilities arising under the Securities Act 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 Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the Securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 4 PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference The Company hereby incorporates by reference into this Registration Statement the following documents heretofore filed by the Company with the Commission (File No. 0-29195) pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"): (a) Definitive Proxy Statement filed April 18, 2001; (b) The Company's Quarterly Report on Form 10-QSB for the quarter ended March 31, 2001; (c) The Company's Annual Report on Form 10-KSB for the year ended December 31, 2000; (d) The Company's Quarterly Report on Form 10-QSB for the quarter ended September 30, 2000; (e) The Company's Quarterly Report on Form 10-QSB for the quarter ended June 30, 2000; (f) The Company's Quarterly Report on Form 10-QSB for the quarter ended March 31, 2000; (g) The description of the Company's Common Stock contained in the Company's Registration Statement on Form SB-2 declared effective on September 28, 2000. (h) All other documents filed by the Company after the date of this Registration Statement under Section 13(a), 13(c), 14 and 15(d) of the securities Exchange Act of 1934, prior to the filing of a post-effective amendment to the Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining in the Registration Statement and to be part thereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be 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 document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such 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 Not applicable. Item 5. Interests of Named Experts and Counsel The legality of the securities offered hereby has been passed upon by Sommer & Schneider LLP, Attorneys at Law, Garden City, New York. As of the date of this prospectus, attorneys who are members of or are employed by Sommer & Schneider LLP, Attorneys at Law and participating in matters on behalf of the Company relating to this Registration Statement, do not beneficially own any shares of the Company's stock. Item 6. Indemnification of Directors and Officers Sections 7-109-101 et seq. of the Colorado Business Corporation Act, as amended from time to time provides that a corporation may indemnify directors, officers, employees or agents of the corporation against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement in connection with threatened, pending or completed actions, suits or proceedings brought against them by reason of their service in such capacity, including, under certain circumstances, actions brought by or in the right of the corporation, and may purchase insurance or make other financial arrangements on behalf of any such persons for any such liability. 5 The Company's By-laws are silent regarding the issue of corporate indemnification of NMMI officers, directors, agents and employees. Article VIII of the Company's Articles of Incorporation provides for indemnification and advance expenses to a director or officer in connection with a proceeding to the fullest extent permitted or required by and in accordance with the Colorado Business Corporation Act. This Article permits the Corporation, as determined by the Board of Directors, in a specific instance or by resolution of general application to indemnify and advance expenses to an employee, fiduciary or agent in connection with a proceeding to the extent permitted or required by and in accordance with the Colorado Business Corporation Act. Insofar as indemnification for liabilities arising under the Securities Act 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 Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the Securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. Item 7. Exemption from Registration Claimed Not Applicable. Item 8. Exhibits Exhibit Number Documents 4.1 Non-Statutory Stock Option Plan and form of agreement thereunder 4.2 Form of Warrants 5.1 Opinion of counsel as to legality of securities being registered 23.1 Consent of Counsel (contained in Exhibit 5.1) 23.2 Consent of Independent Auditors 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: (a) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933. (b) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and (c) 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. 6 Provided, however, that paragraphs (1)(a) and (1)(b) do not apply if the registration statement is on Form S-3 or Form S-8 and the information required to be included in a post-effective amendment by this paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 and, 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. (5) To deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Item 310(b) of Registration S-B is not set forth in the prospectus, to deliver, or cause to be delivered, to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information. (6) To deliver or cause to be delivered with the prospectus to each employee to whom the prospectus is sent or given, a copy of the registrant's annual report to stockholders for its last fiscal year, unless such employee otherwise has received a copy of such report, in which case the registration shall state in the prospectus that it will promptly furnish, without charge, a copy of such report on written request of the employee. If the last fiscal year of the registrant has ended within 120 days prior to the use of the prospectus, the annual report of the registrant for the preceding fiscal year may be so delivered, but within such 120-day period the annual report for the last fiscal year will be furnished to each such employee. (7) To transmit or cause to be transmitted to all employees participating in the Plans who do not otherwise receive such material as stockholders of the registrant, at the time and in the manner such material is sent to its stockholders, copies of all reports, proxy statements and other communications distributed to its stockholders generally. 7 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 of filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Safety Harbor, Florida on May 30, 2001. New Millennium Media International, Inc. By: /s/ John Thatch --------------------------- John Thatch, President/CEO 8 EX-4.1 2 stockoptionplan.txt NON-STATUTORY STOCK OPTION Exhibit 4.1 NEW MILLENNIUM MEDIA INTERNATIONAL, INC. 2000 STOCK OPTION PLAN 1 Grant of Options; Generally. In accordance with the provisions hereinafter set forth in this stock option plan, the name of which is the NEW MILLENNIUM MEDIA INTERNATIONAL, INC. 2000 STOCK OPTION PLAN (the "Plan") the Board of Directors (the "Board") or the Compensation Committee (the "Stock Option Committee") of NEW MILLENNIUM MEDIA INTERNATIONAL, INC., a Colorado corporation, (the "Corporation") is hereby authorized to issue from time to time on the Corporation's behalf to any one or more Eligible Persons, as hereinafter defined, options to acquire shares of the Corporation's Common Stock, $.001 par value (the "Stock"). 2 Type of Options. The Board or the Stock Option Committee is authorized to issue Incentive Stock Options ("ISOs") that meet the requirements of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), which options are hereinafter referred to collectively as ISOs or singularly as an ISO. The Board or the Stock Option Committee is also, in its discretion, authorized to issue options that are not ISOs, which options are hereinafter referred to collectively as Non Statutory Options ("NSO's") or singularly as an NSO. The Board or the Stock Option Committee is also authorized to issue "Reload Options" in accordance with Paragraph 8 herein, which options are hereinafter referred to collectively as Reload Options, or singularly as a Reload Option. Except where the context indicates to the contrary, the term "Option" or "Options" means ISOs, NSOs and Reload Options. 3 Amount of Stock. The aggregate number of shares of Stock that may be purchased pursuant to the exercise of Options shall be Three Million (3,000,000) shares. Of this amount, the Board or the Stock Option Committee shall have the power and authority to designate whether any Options so issued shall be ISOs or NSOs, subject to the restrictions on ISOs contained elsewhere herein. If an Option ceases to be exercisable, in whole or in part, the shares of Stock underlying such Option shall continue to be available under this Plan. Further, if shares of Stock are delivered to the Corporation as payment for shares of Stock purchased by the exercise of an Option granted under this Plan, such shares of Stock shall also be available under this Plan. If there is any change in the number of shares of Stock due to the declaration of stock dividends, recapitalization resulting in stock split-ups or combinations or exchanges of shares of Stock, or otherwise, the number of shares of Stock available for purchase upon the exercise of Options, the shares of Stock subject to any Option and the exercise price of any outstanding Option shall be appropriately adjusted by the Board or the Stock Option Committee. The Board or the Stock Option Committee shall give notice of any adjustments to each Eligible Person granted an Option under this Plan and such adjustments shall be effective and binding on all Eligible Persons. If because of one or more recapitalizations, reorganizations or other corporate events, the holders of outstanding Stock receive something other than shares of Stock then, upon exercise of an Option, the Eligible Person will receive what the holder would have owned if the holder had exercised the Option immediately before the first such corporate event and not disposed of anything the holder received as a result of the corporate event. Page 1 of 8 4 Eligible Persons. (a) With respect to ISOs, an Eligible Person means any individual who has been employed by the Corporation or by any subsidiary of the Corporation for a continuous period of at least six months. (b) With respect to NSOs, an Eligible Person means: (i) any individual who has been employed by the Corporation or by any subsidiary of the Corporation for a continuous period of at least six months, (ii) any director of the Corporation or any subsidiary of the Corporation or (iii) any consultant of the Corporation or any subsidiary of the Corporation. 5 Grant of Options. The Board or the Stock Option Committee has the right to issue the Options established by this Plan to Eligible Persons. The Board or the Stock Option Committee shall follow the procedures prescribed for it elsewhere in this Plan. A grant of Options shall be set forth in writing signed on behalf of the Corporation or by a majority of the members of the Stock Option Committee. The writing shall identify whether the Option being granted is an ISO or an NSO and shall set forth the terms that govern the Option. The terms shall be determined by the Board or the Stock Option Committee and may include, among other terms, the number of shares of Stock that may be acquired pursuant to the exercise of the Options, when the Options may be exercised, the period for which the Option is granted and including the expiration date, the effect on the Options if the Eligible Person terminates employment and whether the Eligible Person may deliver shares of Stock or exchange the Option for a cashless exercise to pay for the shares of Stock to be purchased by the exercise of the Option. However, no term shall be set forth in the writing which is inconsistent with any of the terms of this Plan. The terms of an Option granted to an Eligible Person may differ from the terms of an Option granted to another Eligible Person and may differ from the terms of an earlier Option granted to the same Eligible Person. 6 Option Price. The option price per share shall be determined by the Board or the Stock Option Committee at the time any Option is granted and shall be not less than: (i) in the case of an ISO, the fair market value, (ii) in the case of an ISO granted to a ten percent or greater stockholder, 110 percent of the fair market value or (iii) in the case of an NSO, not less than the fair market value (but in no event less than the par value) of one share of Stock on the date the Option is granted, as determined by the Board or the Stock Option Committee. Fair market value as used herein shall be: (a) If shares of Stock shall be traded on an exchange or over-the-counter market, the mean between the high and low sales prices of Stock on such exchange or over-the-counter market on which such shares shall be traded on that date, or if such exchange or over-the-counter market is closed or if no shares shall have traded on such date, on the last preceding date on which such shares shall have traded. Page 2 of 8 (b) If shares of Stock shall not be traded on an exchange or over-the-counter market, the value as determined by a recognized appraiser as selected by the Board or the Stock Option Committee or pursuant to Section 12 herein. 7 Purchase of Shares. An Option shall be exercised by the tender to the Corporation of the full purchase price of the Stock with respect to which the Option is exercised and written notice of the exercise. The purchase price of the Stock shall be in United States dollars, payable in cash, check, Promissory Note secured by the Shares issued through exercise of the related Options, or in property, or Corporation stock or by Option exchange for a cashless exercise, if so permitted by the Board or the Stock Option Committee in accordance with the discretion granted in Paragraph 5 hereof, having a value equal to such purchase price. The Corporation shall not be required to issue or deliver any certificates for shares of Stock purchased upon the exercise of an Option prior to: (i) if requested by the Corporation, the filing with the Corporation by the Eligible Person of a representation in writing that it is the Eligible Person's then present intention to acquire the Stock being purchased for investment and not for resale and/or (ii) the completion of any registration or other qualification of such shares under any government regulatory body, which the Corporation shall determine to be necessary or advisable. 8 Grant of Reload Options. In granting an Option under this Plan, the Board or the Stock Option Committee may include a Reload Option provision therein, subject to the provisions set forth in Paragraph 20 herein. A Reload Option provision provides that if the Eligible Person pays the exercise price of shares of Stock to be purchased by the exercise of an ISO, NSO or another Reload Option (the "Original Option") by delivering to the Corporation shares of Stock already owned by the Eligible Person (the "Tendered Shares"), the Eligible Person shall receive a Reload Option which shall be a new Option to purchase shares of Stock equal in number to the tendered shares. The terms of any Reload Option shall be determined by the Board or the Stock Option Committee consistent with the provisions of this Plan. 9 Stock Option Committee. The Stock Option Committee may be appointed from time to time by the Corporation's Board of Directors. The Board may from time to time remove members from or add members to the Stock Option Committee. The Stock Option Committee shall be constituted so as to permit the Plan to comply in all respects with the provisions set forth in Paragraph 20 herein. The members of the Stock Option Committee may elect one of its members as its chairman. The Stock Option Committee shall hold its meetings at such times and places as its chairman shall determine. A majority of the Stock Option Committee's members present in person shall constitute a quorum for the transaction of business. All determinations of the Stock Option Committee will be made by the majority vote of the members constituting the quorum. The members may participate in a meeting of the Stock Option Committee by conference telephone or similar communications equipment by means of which all members participating in the meeting can hear each other. Participation in a meeting in that manner will constitute presence in person at the meeting. Any decision or determination reduced to writing and Page 3 of 8 signed by all members of the Stock Option Committee will be effective as if it had been made by a majority vote of all members of the Stock Option Committee at a meeting that is duly called and held. 10 Administration of Plan. In addition to granting Options and to exercising the authority granted to it elsewhere in this Plan, the Board or the Stock Option Committee is granted the full right and authority to interpret and construe the provisions of this Plan, promulgate, amend and rescind rules and procedures relating to the implementation of the Plan and to make all other determinations necessary or advisable for the administration of the Plan, consistent, however, with the intent of the Corporation that Options granted or awarded pursuant to the Plan comply with the provisions of Paragraphs 20 and 21 herein. All determinations made by the Board or the Stock Option Committee shall be final, binding and conclusive on all persons including the Eligible Person, the Corporation and its stockholders, employees, officers and directors and consultants. No member of the Board or the Stock Option Committee will be liable for any act or omission in connection with the administration of this Plan unless it is attributable to that member's willful misconduct. 11 Provisions Applicable to ISOs. The following provisions shall apply to all ISOs granted by the Board or the Stock Option Committee and are incorporated by reference into any writing granting an ISO: (a) An ISO may only be granted within ten (10) years from the date of this Plan, which is the date that this Plan was originally adopted by the Corporation's Board of Directors. (b) An ISO may not be exercised after the expiration of ten (10) years from the date the ISO is granted. (c) The option price may not be less than the fair market value of the Stock at the time the ISO is granted. (d) An ISO is not transferable by the Eligible Person to whom it is granted and is exercisable during his or her lifetime only by the Eligible Person. (e) If the Eligible Person receiving the ISO owns at the time of the grant stock possessing more than ten (10%) percent of the total combined voting power of all classes of stock of the employer corporation or of its parent or subsidiary corporation (as those terms are defined in the Code), then the option price shall be at least 110% of the fair market value of the Stock and the ISO shall not be exercisable after the expiration of five (5) years from the date the ISO is granted. (f) The aggregate fair market value (determined at the time the ISO is granted) of the Stock with respect to which the ISO is first exercisable by the Eligible Person during any calendar year (under this Plan and any other incentive stock option plan of the Corporation) shall not exceed $100,000. Page 4 of 8 (g) Even if the shares of Stock that are issued upon exercise of an ISO are sold within one year following the exercise of such ISO so that the sale constitutes a disqualifying disposition for ISO treatment under the Code, no provision of this Plan shall be construed as prohibiting such a sale. (h) This Plan was adopted by the Corporation on the ____ day of June 2000 by virtue of its approval by the Corporation's Board of Directors and the majority shareholders of the Corporation. 12 Determination of Fair Market Value. In granting ISOs under this Plan, the Board or the Stock Option Committee shall make a good faith determination as to the fair market value of the Stock at the time of granting the ISO. 13 Restrictions on Issuance of Stock. The Corporation shall not be obligated to sell or issue any shares of Stock pursuant to the exercise of an Option unless the Stock with respect to which the Option is being exercised is at that time effectively registered or exempt from registration under the Securities Act of 1933, as amended, and any other applicable laws, rules and regulations. The Corporation may condition the exercise of an Option granted in accordance herewith upon receipt from the Eligible Person, or any other purchaser thereof, of a written representation that at the time of such exercise it is his or her then present intention to acquire the shares of Stock for investment and not with a view to, or for sale in connection with, any distribution thereof; except that, in the case of a legal representative of an Eligible Person, "distribution" shall be defined to exclude distribution by will or under the laws of descent and distribution. Prior to issuing any shares of Stock pursuant to the exercise of an Option, the Corporation shall take such steps as it deems necessary to satisfy any withholding tax obligations imposed upon it by any level of government. 14 Exercise in the Event of Death or Termination of Employment. (a) If an optionee shall die: (i) while an employee of the Corporation or a Subsidiary or (ii) within three months after termination of his employment with the Corporation or a Subsidiary because of his disability or retirement, his Options may be exercised, to the extent that the optionee shall have been entitled to do so on the date of his death, by the person or persons to whom the optionee's right under the Option pass by will or applicable law, or if no such person has such right, by his executors or administrators, at any time, or from time to time. In the event of termination of employment because of his death while an employee or because of disability or retirement, his Options may be exercised not later than the expiration date specified in Paragraph 5 or one year after the optionee's death, whichever date is earlier. (b) If an optionee's employment by the Corporation or a Subsidiary shall terminate because of his disability and such optionee has not died within the following three months, he may exercise his Options, to the extent that he shall have been entitled to Page 5 of 8 do so at the date of the termination of his employment, at any time, or from time to time, but not later than the expiration date specified in Paragraph 5 hereof or one year after termination of employment, whichever date is earlier. (c) If an optionee's employment shall terminate by reason of his retirement in accordance with the terms of the Corporation's tax-qualified retirement plans if any or with the consent of the Board or the Stock Option Committee or involuntarily other than by termination for cause and such optionee has not died within the following three months he may exercise his Option to the extent he shall have been entitled to do so at the date of the termination of his employment at any time and from to time, but not later than the expiration date specified in Paragraph 5 hereof or thirty (30) days after termination of employment, whichever date is earlier. For purposes of this Paragraph 14, termination for cause shall mean: (i) termination of employment for cause as defined in the optionee's Employment Agreement or (ii) in the absence of an Employment Agreement for the optionee, termination of employment by reason of the optionee's commission of a felony, fraud or willful misconduct which has resulted, or is likely to result, in substantial and material damage to the Corporation or a Subsidiary as the Board or the Stock Option Committee, in its sole discretion, may determine. (d) If an optionee's employment shall terminate for any reason, voluntarily or otherwise, other than by death, disability or retirement, all right to exercise his Option shall terminate at the date of such termination of employment absent specific provisions in the optionee's Option Agreement. 15 Corporate Events. In the event of the proposed dissolution or liquidation of the Corporation, a proposed sale of all or substantially all of the assets of the Corporation, a merger or tender for the Corporation's shares of Common Stock, the Board of Directors may declare that each Option granted under this Plan shall terminate as of a date to be fixed by the Board of Directors; provided that not less than thirty (30) days written notice of the date so fixed shall be given to each Eligible Person holding an Option, and each such Eligible Person shall have the right, during the period of thirty (30) days preceding such termination, to exercise his Option as to all or any part of the shares of Stock covered thereby, including shares of Stock as to which such Option would not otherwise be exercisable. Nothing set forth herein shall extend the term set for purchasing the shares of Stock set forth in the Option. 16 No Guarantee of Employment. Nothing in this Plan or in any writing granting an Option will confer upon any Eligible Person the right to continue in the employ of the Eligible Person's employer or will interfere with or restrict in any way the right of the Eligible Person's employer to discharge such Eligible Person at any time for any reason whatsoever, with or without cause. 17 Non-transferability. No Option granted under the Plan shall be transferable. During the lifetime of the optionee an Option shall be exercisable only by him. Page 6 of 8 18 No Rights as Stockholder. No optionee shall have any rights as a stockholder with respect to any shares subject to his Option prior to the date of issuance to him of a certificate or certificates for such shares. 19 Amendment and Discontinuance of Plan. The Corporation's Board of Directors may amend, suspend or discontinue this Plan at any time. However, no such action may prejudice the rights of any Eligible Person who has prior thereto been granted Options under this Plan. Further, no amendment to this Plan which has the effect of: (a) increasing the aggregate number of shares of Stock subject to this Plan (except for adjustments pursuant to Paragraph 3 herein) or (b) changing the definition of Eligible Person under this Plan may be effective unless and until approval of the stockholders of the Corporation is obtained in the same manner as approval of this Plan is required. The Corporation's Board of Directors is authorized to seek the approval of the Corporation's stockholders for any other changes it proposes to make to this Plan which require such approval; however, the Board of Directors may modify the Plan, as necessary, to effectuate the intent of the Plan as a result of any changes in the tax, accounting or securities laws treatment of Eligible Persons and the Plan, subject to the provisions set forth in this Paragraph 19, and Paragraph 20. 20 Compliance with Code. The aspects of this Plan on ISOs is intended to comply in every respect with Section 422 of the Code and the regulations promulgated thereunder. In the event any future statute or regulation shall modify the existing statute, the aspects of this Plan on ISOs shall be deemed to incorporate by reference such modification. Any stock option agreement relating to any Option granted pursuant to this Plan outstanding and unexercised at the time any modifying statute or regulation becomes effective shall also be deemed to incorporate by reference such modification and no notice of such modification need be given to optionee. If any provision of the aspects of this Plan on ISOs is determined to disqualify the shares purchasable pursuant to the Options granted under this Plan from the special tax treatment provided by Code Section 422, such provision shall be deemed null and void and to incorporate by reference the modification required qualifying the shares for said tax treatment. 21 Compliance With Other Laws and Regulations. The Plan, the grant and exercise of Options thereunder, and the obligation of the Corporation to sell and deliver Stock under such Options, shall be subject to all applicable federal and state laws, rules, and regulations and to such approvals by any government or regulatory agency as may be required. The Corporation shall not be required to issue or deliver any certificates for shares of Stock prior to: (a) the listing of such shares on any stock exchange or over-the-counter market on which the Stock may then be listed, if applicable, and (b) the completion of any registration or qualification of such shares under any federal or state law, or any ruling or regulation of any government body which the Corporation shall, in its sole discretion, determine to be necessary or advisable. Moreover, no Option may be exercised if its exercise or the receipt of Stock pursuant thereto would be contrary to applicable laws. Page 7 of 8 22 Disposition of Shares. In the event any share of Stock acquired by an exercise of an Option granted under the Plan shall be transferable within two years of the date such Option was granted or within one year after the transfer of such Stock pursuant to such exercise, the optionee shall give prompt written notice thereof to the Corporation or the Stock Option Committee. 23 Name. The Plan shall be known as the "NEW MILLENNIUM MEDIA INTERNATIONAL, INC. 2000 Stock Option Plan". 24 Notices. Any notice hereunder shall be in writing and sent by certified mail, return receipt requested or by facsimile transmission (with electronic or written confirmation of receipt) and when addressed to the Corporation or the Committee shall be sent to New Millennium Media International, Inc., Attention: John Thatch, Suite 300, 101 Philippe Parkway, Safety Harbor, Florida 34695, subject to the right of either party to designate at any time hereafter in writing some other address, facsimile number or person to whose attention such notice shall be sent. 25 Headings. The headings preceding the text of Sections and subparagraphs hereof are inserted solely for convenience of reference, and shall not constitute a part of this Plan nor shall they affect its meaning, construction or effect. 26 Effective Date. This Plan, the New Millennium Media International, Inc. 2000 Stock Option Plan was adopted by the Board of Directors and majority shareholders of the Corporation on June 26, 2000. The effective date of the Plan shall be the same date. Dated as of June 26, 2000 NEW MILLENNIUM MEDIA INTERNATIONAL, INC. By:___________________________________ John "JT" Thatch, President/CEO Page 8 of 8 [NSO GRANT FORM] NEW MILLENNIUM MEDIA INTERNATIONAL, INC. Suite 300, 101 Philippe Parkway Safety Harbor, Florida 34695 Date: _____________ Dear _____________________ : The Board of Directors of NEW MILLENNIUM MEDIA INTERNATIONAL, INC. (the "Corporation") is pleased to award you an Option pursuant to the provisions of the New Millennium Media International, Inc. 2000 Stock Option Plan (the "Plan"). This letter will describe the Option granted to you. Attached to this letter is a copy of the Plan. The terms of the Plan also set forth provisions governing the Option granted to you. Therefore, in addition to reading this letter you should also read the Plan. Your signature on this letter is an acknowledgment to us that you have read and understand the Plan and that you agree to abide by its terms. All terms not defined in this letter shall have the same meaning as in the Plan. 1 Type of Option. You are granted an NSO. Please see in particular Sections 4, 5 and 11 of the Plan. 2 Rights and Privileges. Subject to the conditions hereinafter set forth, we grant you the right to purchase __________ shares of Common Stock ("Common Stock") at $__________ per share, the current fair market value of a share of Common Stock. The right to purchase the shares of Common Stock accrues in __________ installments over the time periods described below: The right to acquire __________ shares accrues on ________________. The right to acquire __________ shares accrues on ________________. Please be aware that this Option will be affected by any reverse stock split as stated in paragraph 3 of the Plan. The pertinent portion of that paragraph states, " * * * If there is any change in the number of shares of Stock due to the declaration of stock dividends, recapitalization resulting in stock split-ups or combinations or exchanges of shares of Stock, or otherwise, the number of shares of Stock available for purchase upon the exercise of Options, the shares of Stock subject to any Option and the exercise price of any outstanding Option shall be appropriately adjusted by the Board or the Stock Option Committee." This means that any reverse split shall result in a post reverse split proportionate reduction of the number of option shares and a corresponding proportionate increase in the price of the option shares. 3 Time of Exercise. The Option may be exercised at any time and from time to time beginning when the right to purchase the shares of Common Stock accrues and ending when they terminate as provided in Section 5 of this letter. 4 Method of Exercise. The Options shall be exercised by written notice to the Chairman of the Board of Directors at the Corporation's principal place of business. The notice shall set forth the number of shares of Common Stock to be acquired and shall contain a check payable to the Corporation in full payment for the Common Stock or that number of already owned shares of Common Stock equal in value to the total Exercise Price of the Option. We shall make delivery of the shares of Common Stock subject to the conditions described in Section 13 of the Plan. 5 Termination of Option. To the extent not exercised, the Option shall terminate upon the first to occur of the following dates: (a) __________, 200__, being __________ years from the date of grant pursuant to the provisions of Section 2 of this Agreement; or (b) Except as otherwise provided for herein, upon the termination of your employment with the Corporation and any of its subsidiaries Plan for any reason. (c) The expiration of 12 months following the date your employment terminates with the Corporation and any of its subsidiaries included in the Plan, if such employment termination occurs by reason of your death, permanent disability (as defined herein) or retirement. As used herein, "permanent disability" means your inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months. 6 Securities Laws. The Option and the shares of Common Stock underlying the Option have not been registered under the Securities Act of 1933, as amended (the "Act"). The Corporation has no obligations to ever register the Option or the shares of Common Stock underlying the Option. All shares of Common Stock acquired upon the exercise of the Option shall be "restricted securities" as that term is defined in Rule 144 promulgated under the Act. The certificate representing the shares shall bear an appropriate legend restricting their transfer. Such shares cannot be sold, transferred, assigned or otherwise hypothecated without registration under the Act or unless a valid exemption from registration is then available under applicable federal and state securities laws and the Corporation has been furnished with an opinion of counsel satisfactory in form and substance to the Corporation that such registration is not required. 7 Binding Effect. The rights and obligations described in this letter shall inure to the benefit of and be binding upon both of us, and our respective heirs, personal representatives, successors and assigns. 8 Date of Grant. The Option shall be treated as having been granted to you on the date of this letter even though you may sign it at a later date. Very truly yours, By: -------------------------------- John "JT" Thatch, President/CEO AGREED AND ACCEPTED: ___________________________ Date: __________________________ [ISO GRANT FORM] NEW MILLENNIUM MEDIA INTERNATIONAL, INC. Suite 300, 101 Philippe Parkway Safety Harbor, Florida 34695 Date: ______________ Dear ______________________: The Board of Directors of NEW MILLENNIUM MEDIA INTERNATIONAL, INC. (the "Corporation") is pleased to award you an Option pursuant to the provisions of the New Millennium Media International, Inc. 2000 Common Stock Option Plan (the "Plan"). This letter will describe the Option granted to you. Attached to this letter is a copy of the Plan. The terms of the Plan also set forth provisions governing the Option granted to you. Therefore, in addition to reading this letter you should also read the Plan. Your signature on this letter is an acknowledgment to us that you have read and understand the Plan and that you agree to abide by its terms. All terms not defined in this letter shall have the same meaning as in the Plan. 1 Type of Option. You are granted an ISO. Please see in particular Section 11 of the Plan. 2 Rights and Privileges. Subject to the conditions hereinafter set forth, we grant you the right to purchase __________ shares of Common Stock at $__________ per share, the current fair market value of a share of Common Stock. The right to purchase the shares of Common Stock accrues in __________ installments over the time periods described below: The right to acquire __________ shares accrues on _______________. The right to acquire __________ shares accrues on _______________. Please be aware that this Option will be affected by any reverse stock split as stated in paragraph 3 of the Plan. The pertinent portion of that paragraph states, " * * * If there is any change in the number of shares of Stock due to the declaration of stock dividends, recapitalization resulting in stock split-ups or combinations or exchanges of shares of Stock, or otherwise, the number of shares of Stock available for purchase upon the exercise of Options, the shares of Stock subject to any Option and the exercise price of any outstanding Option shall be appropriately adjusted by the Board or the Stock Option Committee." This means that any reverse split shall result in a post reverse split proportionate reduction of the number of option shares and a corresponding proportionate increase in the price of the option shares. 3 Time of Exercise. The Option may be exercised at any time and from time to time beginning when the right to purchase the shares of Common Stock accrues and ending when they terminate as provided in Section 5 of this letter. 4 Method of Exercise. The Options shall be exercised by written notice to the Chairman of the Board of Directors at the Corporation's principal place of business. The notice shall set forth the number of shares of Common Stock to be acquired and shall contain a check payable to the Corporation in full payment for the Common Stock or that number of already owned shares of Common Stock equal in value to the total Exercise Price of the Option. We shall make delivery of the shares of Common Stock subject to the conditions described in Section 13 of the Plan. 5 Termination of Option. To the extent not exercised, the Option shall terminate upon the first to occur of the following dates: (a) _____________, 200___, being __________ years from the date of grant pursuant to the provisions of Section 2 of this Agreement; or (b) The expiration of thirty (30) days following the date your employment terminates with the Corporation and any of its subsidiaries included in the Plan for any reason, other than by reason of death or permanent disability. As used herein, "permanent disability" means your inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months; or (c) The expiration of 12 months following the date your employment terminates with the Corporation and any of its subsidiaries included in the Plan, if such employment termination occurs by reason of your death or by reason of your permanent disability (as defined above). 6 Securities Laws. The Option and the shares of Common Stock underlying the Option have not been registered under the Securities Act of 1933, as amended (the "Act"). The Corporation has no obligations to ever register the Option or the shares of Common Stock underlying the Option. All shares of Common Stock acquired upon the exercise of the Option shall be "restricted securities" as that term is defined in Rule 144 promulgated under the Act. The certificate representing the shares shall bear an appropriate legend restricting their transfer. Such shares cannot be sold, transferred, assigned or otherwise hypothecated without registration under the Act or unless a valid exemption from registration is then available under applicable federal and state securities laws and the Corporation has been furnished with an opinion of counsel satisfactory in form and substance to the Corporation that such registration is not required. 7 Binding Effect. The rights and obligations described in this letter shall inure to the benefit of and be binding upon both of us, and our respective heirs, personal representatives, successors and assigns. 8 Date of Grant. The Option shall be treated as having been granted to you on the date of this letter even though you may sign it at a later date. Very truly yours, By:________________________________ John "JT" Thatch, President/CEO AGREED AND ACCEPTED: _______________________ Date: _______________________ [NSO GRANT FORM WITH RELOAD OPTIONS] NEW MILLENNIUM MEDIA INTERNATIONAL, INC. Suite 300, 101 Philippe Parkway Safety Harbor, Florida 34695 Date: ________________ Dear __________: The Board of Directors of NEW MILLENNIUM MEDIA INTERNATIONAL, INC. (the "Corporation") is pleased to award you an Option pursuant to the provisions of the New Millennium Media International, Inc. 2000 Common Stock Option Plan (the "Plan"). This letter will describe the Option granted to you. Attached to this letter is a copy of the Plan. The terms of the Plan also set forth provisions governing the Option granted to you. Therefore, in addition to reading this letter you should also read the Plan. Your signature on this letter is an acknowledgment to us that you have read and understand the Plan and that you agree to abide by its terms. All terms not defined in this letter shall have the same meaning as in the Plan. 1 Type of Option. You are granted an NSO with Reload Options. Please see in particular Sections 8 and 11 of the Plan. 2 Rights and Privileges. (a) Subject to the conditions hereinafter set forth, we grant you the right to purchase __________ shares of Common Stock at $__________ per share, the current fair market value of a share of Common Stock. The right to purchase the shares of Common Stock accrues in __________ installments over the time periods described below: The right to acquire __________ shares accrues on ______________. The right to acquire __________ shares accrues on ______________. Please be aware that this Option will be affected by any reverse stock split as stated in paragraph 3 of the Plan. The pertinent portion of that paragraph states, " * * * If there is any change in the number of shares of Stock due to the declaration of stock dividends, recapitalization resulting in stock split-ups or combinations or exchanges of shares of Stock, or otherwise, the number of shares of Stock available for purchase upon the exercise of Options, the shares of Stock subject to any Option and the exercise price of any outstanding Option shall be appropriately adjusted by the Board or the Stock Option Committee." This means that any reverse split shall result in a post reverse split proportionate reduction of the number of option shares and a corresponding proportionate increase in the price of the option shares. (b) In addition to the Option granted hereby (the "Underlying Option"), the Corporation will grant you a reload option (the "Reload Option") as hereinafter provided. A Reload Option is hereby granted to you if you acquire shares of Common Stock pursuant to the exercise of the Underlying Option and pay for such shares of Common Stock with shares of Common Stock already owned by you (the "Tendered Shares"). The Reload Option grants you the right to purchase shares of Common Stock equal in number to the number of Tendered Shares. The date on which the Tendered Shares are tendered to the Corporation in full or partial payment of the purchase price for the shares of Common Stock acquired pursuant to the exercise of the Underlying Option is the Reload Grant Date. The exercise price of the Reload Option is the fair market value of the Tendered Shares on the Reload Grant Date. The fair market value of the Tendered Shares shall be the low bid price per share of the Corporation's Common Stock on the Reload Grant Date. The Reload Option shall vest equally over a period of __________ (___) years, commencing on the first anniversary of the Reload Grant Date, and on each anniversary of the Reload Grant Date thereafter; however, no Reload Option shall vest in any calendar year if it would allow you to purchase for the first time in that calendar year shares of Common Stock with a fair market value in excess of $100,000, taking into account ISOs previously granted to you. The Reload Option shall expire on the earlier of: (i) __________ (___) years from the Reload Grant Date, (ii) in accordance with Paragraph 5(b) or (iii) in accordance with Paragraph 5(c) as set forth herein. If vesting of the Reload Option is deferred then the Reload Option shall vest in the next calendar year subject, however, to the deferral of vesting previously provided. Except as provided herein the Reload Option is subject to all of the other terms and provisions of this Agreement governing Options. 3 Time of Exercise. The Option may be exercised at any time and from time to time beginning when the right to purchase the shares of Common Stock accrues and ending when they terminate as provided in Section 5 of this letter. 4 Method of Exercise. The Options shall be exercised by written notice to the Chairman of the Board of Directors at the Corporation's principal place of business. The notice shall set forth the number of shares of Common Stock to be acquired and shall contain a check payable to the Corporation in full payment for the Common Stock or that number of already owned shares of Common Stock equal in value to the total Exercise Price of the Option. We shall make delivery of the shares of Common Stock subject to the conditions described in Section 13 of the Plan. 5 Termination of Option. To the extent not exercised, the Option shall terminate upon the first to occur of the following dates: (a) __________, 200_, being __________ years from the date of grant pursuant to the provisions of Section 2 of this Agreement; or (b) The expiration of three months following the date your employment terminates with the Corporation and any of its subsidiaries included in the Plan for any reason, other than by reason of death or permanent disability. As used herein, "permanent disability" means your inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months; or (c) The expiration of 12 months following the date your employment terminates with the Corporation and any of its subsidiaries included in the Plan, if such employment termination occurs by reason of your death or by reason of your permanent disability (as defined above). 6. Securities Laws. The Option and the shares of Common Stock underlying the Option have not been registered under the Securities Act of 1933, as amended (the "Act"). The Corporation has no obligations to ever register the Option or the shares of Common Stock underlying the Option. All shares of Common Stock acquired upon the exercise of the Option shall be "restricted securities" as that term is defined in Rule 144 promulgated under the Act. The certificate representing the shares shall bear an appropriate legend restricting their transfer. Such shares cannot be sold, transferred, assigned or otherwise hypothecated without registration under the Act or unless a valid exemption from registration is then available under applicable federal and state securities laws and the Corporation has been furnished with an opinion of counsel satisfactory in form and substance to the Corporation that such registration is not required. 7. Binding Effect. The rights and obligations described in this letter shall inure to the benefit of and be binding upon both of us, and our respective heirs, personal representatives, successors and assigns. 8. Date of Grant. The Option shall be treated as having been granted to you on the date of this letter even though you may sign it at a later date. Very truly yours, By: _______________________________ John "JT" Thatch, President/CEO AGREED AND ACCEPTED: _______________________ Date: __________________________ [ISO GRANT FORM WITH RELOAD OPTIONS] NEW MILLENNIUM MEDIA INTERNATIONAL, INC. Suite 300, 101 Philippe Parkway Safety Harbor, Florida 34695 Date: ______________ Dear _____________________ : The Board of Directors of NEW MILLENNIUM MEDIA INTERNATIONAL, INC. the "Corporation") is pleased to award you an Option pursuant to the provisions of the New Millennium Media International, Inc. 2000 Common Stock Option Plan (the "Plan"). This letter will describe the Option granted to you. Attached to this letter is a copy of the Plan. The terms of the Plan also set forth provisions governing the Option granted to you. Therefore, in addition to reading this letter you should also read the Plan. Your signature on this letter is an acknowledgment to us that you have read and understand the Plan and that you agree to abide by its terms. All terms not defined in this letter shall have the same meaning as in the Plan. 1. Type of Option. You are granted an ISO with Reload Options. Please see in particular Section s 8 and 11 of the Plan. 2. Rights and Privileges. (a) Subject to the conditions hereinafter set forth, we grant you the right to purchase __________ shares of Common Stock at $__________ per share, the current fair market value of a share of Common Stock. The right to purchase the shares of Common Stock accrues in __________ installments over the time periods described below: The right to acquire __________ shares accrues on __________. The right to acquire __________ shares accrues on __________. Please be aware that this Option will be affected by any reverse stock split as stated in paragraph 3 of the Plan. The pertinent portion of that paragraph states, " * * * If there is any change in the number of shares of Stock due to the declaration of stock dividends, recapitalization resulting in stock split-ups or combinations or exchanges of shares of Stock, or otherwise, the number of shares of Stock available for purchase upon the exercise of Options, the shares of Stock subject to any Option and the exercise price of any outstanding Option shall be appropriately adjusted by the Board or the Stock Option Committee." This means that any reverse split shall result in a post reverse split proportionate reduction of the number of option shares and a corresponding proportionate increase in the price of the option shares. (b) In addition to the Option granted hereby (the "Underlying Option"), the Corporation will grant you a reload option (the "Reload Option") as hereinafter provided. A Reload Option is hereby granted to you if you acquire shares of Common Stock pursuant to the exercise of the Underlying Option and pay for such shares of Common Stock with shares of Common Stock already owned by you (the "Tendered Shares"). The Reload Option grants you the right to purchase shares of Common Stock equal in number to the number of Tendered Shares. The date on which the Tendered Shares are tendered to the Corporation in full or partial payment of the purchase price for the shares of Common Stock acquired pursuant to the exercise of the Underlying Option is the Reload Grant Date. The exercise price of the Reload Option is the fair market value of the Tendered Shares on the Reload Grant Date. The fair market value of the Tendered Shares shall be the low bid price per share of the Corporation's Common Stock on the Reload Grant Date. The Reload Option shall vest equally over a period of __________ (___) years, commencing on the first anniversary of the Reload Grant Date, and on each anniversary of the Reload Grant Date thereafter; however, no Reload Option shall vest in any calendar year if it would allow you to purchase for the first time in that calendar year shares of Common Stock with a fair market value in excess of $100,000, taking into account ISOs previously granted to you. The Reload Option shall expire on the earlier of (i) __________ (___) years from the Reload Grant Date, or (ii) in accordance with Paragraph 5(b), or (iii) in accordance with Paragraph 5(c) as set forth herein. If vesting of the Reload Option is deferred, then the Reload Option shall vest in the next calendar year, subject, however, to the deferral of vesting previously provided. Except as provided herein the Reload Option is subject to all of the other terms and provisions of this Agreement governing Options. 3. Time of Exercise. The Option may be exercised at any time and from time to time beginning when the right to purchase the shares of Common Stock accrues and ending when they terminate as provided in Section 5 of this letter. 4. Method of Exercise. The Options shall be exercised by written notice to the Chairman of the Board of Directors at the Corporation's principal place of business. The notice shall set forth the number of shares of Common Stock to be acquired and shall contain a check payable to the Corporation in full payment for the Common Stock or that number of already owned shares of Common Stock equal in value to the total Exercise Price of the Option. We shall make delivery of the shares of Common Stock subject to the conditions described in Section 13 of the Plan. 5. Termination of Option. To the extent not exercised, the Option shall terminate upon the first to occur of the following dates: (a) __________, 200__, being __________ years from the date of grant pursuant to the provisions of Section 2 of this Agreement; or (b) The expiration of three months following the date your employment terminates with the Corporation and any of its subsidiaries included in the Plan for any reason, other than by reason of death or permanent disability. As used herein, "permanent disability" means your inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months; or (c) The expiration of 12 months following the date your employment terminates with the Corporation and any of its subsidiaries included in the Plan, if such employment termination occurs by reason of your death or by reason of your permanent disability (as defined above). 6. Securities Laws. The Option and the shares of Common Stock underlying the Option have not been registered under the Securities Act of 1933, as amended (the "Act"). The Corporation has no obligations to ever register the Option or the shares of Common Stock underlying the Option. All shares of Common Stock acquired upon the exercise of the Option shall be "restricted securities" as that term is defined in Rule 144 promulgated under the Act. The certificate representing the shares shall bear an appropriate legend restricting their transfer. Such shares cannot be sold, transferred, assigned or otherwise hypothecated without registration under the Act or unless a valid exemption from registration is then available under applicable federal and state securities laws and the Corporation has been furnished with an opinion of counsel satisfactory in form and substance to the Corporation that such registration is not required. 7. Binding Effect. The rights and obligations described in this letter shall inure to the benefit of and be binding upon both of us, and our respective heirs, personal representatives, successors and assigns. 8. Date of Grant. The Option shall be treated as having been granted to you on the date of this letter even though you may sign it at a later date. Very truly yours, By: _______________________________ John "JT" Thatch, President/CEO AGREED AND ACCEPTED: ___________________________ Date: ________________________ EX-4.2 3 warrantpurchasecommon.txt FORM OF WARRANTS Exhibit 4.2 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT ARE TRANSFERABLE ONLY IN ACCORDANCE WITH PARAGRAPH H HEREOF. Void after 5:00 P.M., New York Time, on May 31, 2002 Warrant to Purchase 500,000 Shares of Common Stock WARRANT TO PURCHASE COMMON STOCK This is to Certify That, FOR VALUE RECEIVED, Marc Barhonovich (the "Holder"), is entitled to purchase, subject to the provisions of this Warrant, from New Millennium Media International, Inc., a Colorado corporation, having an office at 101 Philippe Parkway, Suite 300, Safety Harbor, Florida 34695 (the "Company"), an aggregate of 500,000 shares (the "Warrant Shares") of the Company's Common Stock, 0.001 par value ("Common Stock") at a price of $.75 per share (or such other price computed by applying all adjustments made on or before May 31, 2002, in accordance with Section F hereof, to $.75 as if it had been the initial Exercise Price per share hereunder) at any time on or after May 24, 2001 until 5:00 P.M. New York Time, on May 31, 2002. The number of shares of Common Stock to be received upon the exercise of this Warrant and the price to be paid for a share of Common Stock may be adjusted from time to time as hereinafter set forth. The shares of Common Stock deliverable upon such exercise, and as adjusted from time to time, are hereinafter sometimes referred to as "Warrant Shares" and the exercise price of a share of Common Stock in effect at any time and as adjusted from time to time is hereinafter sometimes referred to as the "Exercise Price." A. EXERCISE OF WARRANT. Subject to the following conditions precedent and the provisions of Section H and I hereof, this Warrant may be exercised in whole or in part at any time or from time to time on or after May 24, 2001, and before 5:00 P.M. New York Time on May 31, 2002, or, if either such day is a day on which banking institutions are authorized by law to close, then on the next succeeding day which shall not be such a day, by presentation and surrender hereof to the Company at any office maintained by it, or at the office of its Warrant Agent, if any, with the Purchase Form annexed hereto duly executed and accompanied by payment of the Exercise Price for the number of shares specified in such form. If this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant for cancellation, execute and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the shares purchasable hereunder. Upon receipt by the Company of this Warrant at its office, or by the Warrant Agent of the Company at its office, in proper form for exercise, the Holder shall be deemed to be the holder of record of the shares of Common Stock issuable upon such exercise, notwithstanding that the stock transfer books of the Company shall then be closed or that certificate representing such shares of Common Stock shall not then be actually delivered to the Holder. B. RESERVATION OF SHARES. The Company hereby agrees that at all times there shall be reserved for issuance and/or delivery upon exercise of this Warrant such number of shares of its Common Stock as shall be required for issuance of delivery upon exercise of this Warrant. C. FRACTIONAL SHARES. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. With respect to any fraction of a share called for upon exercise hereof, the Company shall issue to the Holder the next whole share. D. EXCHANGE, ASSIGNMENT OR LOSS OF WARRANT. This Warrant is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the company or at the office of the Warrant Agent for other Warrants of different denominations entitling the holder thereof to purchase in aggregate the same number of shares of Common Stock purchasable hereunder. The term Warrant as used herein includes any Warrants into which this Warrant may be divided or exchanged. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction, or mutilation of this Warrant, and (in the case of loss, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and deliver a new Warrant of like tenor and date. Any such new warrant executed and delivered shall constitute an additional contractual obligation on the part of the Company, whether or not this Warrant so lost stolen, destroyed, or mutilated shall be at any time enforceable by anyone. E. RIGHTS OF THE HOLDER. The Holder shall not, by virtue here of, be entitled to any rights of a shareholder in the Company, either at law or equity, and the rights of the Holder are limited to those expressed in the Warrant and are not enforceable against the Company except to the extent set forth herein. F. STOCK DIVIDENDS, RECLASSIFICATION, REORGANIZATION, ANTI-DILUTION PROVISIONS, ETC. This Warrant is subject to the following further provisions: 1. In case, prior to the expiration of this Warrant by exercise or by its terms, the Company shall issue any shares of its Common Stock as a stock dividend or subdivide the number of outstanding shares of Common Stock into a greater number of shares, then, in either of such cases, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant in effect at the time of such action shall be proportionately reduced and the number of Warrant Shares at that time purchasable pursuant to this Warrant shall be proportionately increased. In the event the Company shall contract the number of outstanding shares of Common Stock by combining such shares into a smaller number of shares, then, in such case, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant in effect at the time of such action shall be proportionately increased (but not higher than $2.00 per share) and the number of Warrant Shares at that time purchasable pursuant to this Warrant shall be proportionately decreased. Any dividend paid or distributed upon the Common Stock in stock of any other class of securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable upon the conversion thereof. 2. In case, prior to the expiration of this Warrant by exercise or by its terms, the Company shall be recapitalized by reclassifying its outstanding Common Stock, no par value, into stock with a different par value or by changing its outstanding Common Stock with par value to stock without par, the Company or a successor corporation shall be consolidated or merge with or convey all or substantially all of its or of any successor corporation's property and assets to any other corporation or corporations (any such corporation being included within the meaning of the term successor corporation in the event of any consolidation or merger of any such corporation with, or the sale of all or substantially all of the property of any such corporation to, another corporation or corporations), in exchange for stock or securities of a successor corporation, the holder of this Warrant shall thereafter have the right to purchase upon the terms and conditions and during the time specified in this Warrant, in lieu of the Warrant Shares theretofore purchasable upon the exercise of this Warrant, the kind and amount of shares of stock and other securities receivable upon such recapitalization or consolidation, merger or conveyance by a holder of the number of shares of Common Stock which the holder of this Warrant might have purchased immediately prior to such recapitalization or consolidation, merger or conveyance. 3. Upon the occurrence of each event requiring an adjustment of the Exercise Price and of the number of Warrant Shares purchasable at such adjusted Exercise Price by reason of such event in accordance with the provisions of this Section F., the Company shall compute the adjusted Exercise Price and the adjusted number of Warrant Shares purchasable at such adjusted Exercise Price by reason of such event in accordance with the provisions of this Section F. and shall prepare a certificate setting forth such adjusted Exercise Price and the adjusted number of Warrant Shares and showing in detail the facts upon which such conclusions are based. The Company shall mail forthwith to each holder of this Warrant a copy of such certificate, and thereafter said certificate shall be conclusive and shall be binding upon such holder unless contested by such holder by written notice to the Company within thirty (30) days after receipt of the certificate by such holder. 4. In case: (a) the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or any other distribution in respect of the Common Stock (including cash), pursuant to without limitation, any spin-off, split-off or distribution of the Company's assets; or (b) the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to subscribe for or purchase any shares of stock of any class or to receive any other rights; or (c) of any classification, reclassification or other reorganization of the capital stock of the Company, consolidation or merger of the Company with or into another corporation, or conveyance of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then, and in any such case, the Company shall mail to the Holder, at least twenty (20) days prior thereto, a notice stating the date or expected date on which a record is to be taken for the purpose of such dividend or distribution of rights, or the date on which such classification, reclassification, reorganization, consolidation, merger, conveyance, dissolution, liquidation, or winding up is to take place, as the case may be. Such notice shall also specify the date or expected date, if any is to be fixed, as of which holders of Common Stock of record shall be entitled to participate in said dividend on distribution of rights, or shall be entitled to exchange their shares of Common stock for securities or other property deliverable upon such classification, reclassification, reorganization, consolidation, merger, conveyance, dissolution, liquidation, or winding up, as the case may be. The failure to give such notice shall not affect the validity of any such proceeding or transaction and shall not affect the right of the holder of this Warrant to participate in said dividend, distribution of rights, or any such exchange and acquire the kind and amount of cash, securities or other property as the Holder would have been entitled to acquire if it was the record holder of the Warrant Shares which could be obtained upon the exercise of the Warrants immediately before such proceeding or transaction; provided that, the Holder exercises the Warrants within 30 days after discovery that such action or proceeding has taken place. 5. In case the Company at any time while this Warrant shall remain unexpired and unexercised, shall dissolve, liquidate, or wind up its affairs, the holder of this Warrant may thereafter receive upon exercise hereof in lieu of each share of Common Stock of the Company which it would have been entitled to receive, the same kind and amount of any securities or assets as may be issuable, distributable or payable upon any such dissolution, liquidation or winding up with respect to each share of Common Stock of the Company. G. OFFICER'S CERTIFICATE. Whenever the Exercise Price shall be adjusted as required by the provisions of the foregoing Section, the Company shall forthwith file in the custody of its Secretary at its principal office and with the Warrant agent, an officer's certificate showing the adjusted Exercise Price determined as therein provided, setting forth in reasonable detail the facts requiring such adjustment, including a statement of the number of additional shares of Common Stock, if any, the consideration for such shares, determined as such Section F. provided, and such other facts as shall be necessary to show the reason for and the manner of computing such adjustment. Each such officer's certificate shall be made available at all reasonable times for inspection by the holder and the Company shall, forthwith after each such adjustment, mail a copy of such certificate to the holder. H. TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933. Neither this Warrant, the Warrant Shares, nor any other security issued or issuable upon exercise of this Warrant may be sold or otherwise disposed or except as follows: 1. to a person who, in the opinion of counsel reasonably satisfactory to the Company, is a person to whom the Warrant or Warrant Shares may legally be transferred without registration and without the delivery of a current prospectus under the Securities Act of 1933, as amended (the "Act") with respect thereto and then only against receipt of an agreement of such person to comply with the provisions of this Section H. with respect to any resale or other disposition of such securities; or 2. to any person upon the filing of a Registration Statement under the Act and delivery of a prospectus then meeting the requirements of the Act relating to such securities and the offering thereof for such sale or disposition. I. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents and warrants to the holder as follows: 1. The Company is duly organized and, as of the date of the original issuance hereof, validly existing and in good standing under the laws of the state of Colorado. 2. The Company shall at all times reserve and keep available out of its authorized shares of Common Stock, solely for the purpose of issuing Warrant Shares upon the exercise of this Warrant, such shares as may be issuable upon the exercise hereof. 3. Warrant Shares, when issued and paid for in accordance with the terms of this Warrant, will be fully paid and not assessable. 4. This Warrant has been duly authorized and approved by all required corporate action by the Company and does not violate the certificate of incorporation or by-laws of the Company. [CORPORATE SEAL] NEW MILLENNIUM MEDIA INTERNATIONAL, INC. By:_________________________________ John Thatch, President and CEO Dated: ATTEST: _______________________________ , Secretary PURCHASE FORM TO BE EXECUTED UPON EXERCISE OF WARRANTS TO: New Millennium Media International, Inc. 101 Philippe Parkway, Suite 300 Safety Harbor, FL 34695 The undersigned hereby exercises, according to the terms and conditions thereof, the right to purchase ___________ Shares of Common Stock, evidenced by the within Warrant Certificate, and herewith makes payment of the purchase price in full, Dated: _________________________________ Name: _________________________________ Address: _______________________________ Signature: _____________________________ UPON EXERCISE OF THIS WARRANT PAYMENT SHOULD BE MADE TO THE ORDER OF NEW MILLENNIUM MEDIA INTERNATIONAL, INC. EX-5.1 4 consent.txt OPINION OF COUNSEL SOMMER & SCHNEIDER LLP 595 STEWART AVENUE, SUITE 710 GARDEN CITY, NEW YORK 11530 ------------ Herbert H. Sommer Telephone (516) 228-8181 Joel C. Schneider Facsimile (516) 228-8211 May 29, 2001 Combined Opinion and Consent New Millennium Media International, Inc. 101 Philippe Parkway, Suite 300 Safety Harbor, Florida 34695 Re: New Millennium Media International, Inc. Gentlemen: We have acted as counsel to New Millennium Media International, Inc., a Colorado corporation (the "Company"), in connection with the preparation and filing with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933 as amended (the "Act") of the Company's Registration Statement on Form S-8, filed contemporaneously with the Commission relating to the registration under the Act of an aggregate of 1,600,000 shares of the Company's Common Stock, $.001 par value (the "Common Stock"). In rendering this opinion, we have reviewed the Registration Statement on Form S-8, as well as a copy of the Certificate of Incorporation of the Company, as amended, and the By-Laws of the Company. We have also reviewed the 2000 Stock Option Plan and form of Common Stock Purchase Warrant and such statutes and judicial precedents as we have deemed relevant and necessary as a basis for the opinion hereinafter expressed. In our examination, we 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 with, the original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such copies. Based on the foregoing and in reliance thereon, and subject to the qualifications and limitations set forth herein, we are of the opinion that: (1) The Company has been duly incorporated and is a validly existing corporation under the laws of the State of Colorado; (2) The 1,000,000 shares of Common Stock underlying the Common Stock Purchase Warrants being registered in the Registration Statement will be legally issued, fully paid and non-assessable upon their issuance pursuant to the exercise of the Common Stock Purchase Warrants and the payment to the Company of the exercise price; and New Millennium Media International, Inc. May 29, 2001 Page 2 (3) The 600,000 shares of Common Stock underlying the Company's 2000 Stock Option Plan being registered in the Registration Statement will be legally issued, fully paid and non-assessable upon their issuance pursuant to the exercise of the stock options and the payment to the Company of the exercise price. This opinion is limited to the General Corporation Law and the Constitution of the State of Colorado and we express no opinion with respect to the laws of any other jurisdiction. We consent to your filing this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement on Form S-8. This opinion is not to be used, circulated, quoted or otherwise referred to for any other purpose without our prior written consent. Very truly yours, /s/ Joel C. Schneider -------------------------- Joel C. Schneider JCS/md EX-23.2 5 auditconsent.txt CONSENT OF INDEPENDENT AUDITORS CONSENT OF INDEPENENT AUDITORS Board of Directors New Millennium Media International, Inc. Safety Harbor, FL We consent to the incorporation by reference in this Registration Statement of New Millennium Media International, Inc. on Form S-8 of our report dated March 20, 2001 on the financial statements of New Millennium Media International, Inc. as of December 31, 1999 and 2000 and for the years ended December 31, 1999 and 2000, which are part of this Registration Statement, and to all references to our firm included in this Registration Statement. /s/ Richard J. Fuller Richard J. Fuller, CPA, PA May 30, 2001 -----END PRIVACY-ENHANCED MESSAGE-----