0001165527-11-000907.txt : 20110928
0001165527-11-000907.hdr.sgml : 20110928
20110928170624
ACCESSION NUMBER: 0001165527-11-000907
CONFORMED SUBMISSION TYPE: S-8
PUBLIC DOCUMENT COUNT: 4
FILED AS OF DATE: 20110928
DATE AS OF CHANGE: 20110928
EFFECTIVENESS DATE: 20110928
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: National Health Partners Inc
CENTRAL INDEX KEY: 0001306109
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090]
IRS NUMBER: 000000000
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: S-8
SEC ACT: 1933 Act
SEC FILE NUMBER: 333-177047
FILM NUMBER: 111112774
BUSINESS ADDRESS:
STREET 1: 120 GIBRALTAR RD
STREET 2: SUITE 107
CITY: HORSHAM
STATE: PA
ZIP: 19044
BUSINESS PHONE: 215-682-7114
MAIL ADDRESS:
STREET 1: 120 GIBRALTAR RD
STREET 2: SUITE 107
CITY: HORSHAM
STATE: PA
ZIP: 19044
S-8
1
g5448.txt
FORM S-8 OF NATIONAL HEALTH PARTNERS
As filed with the Securities and Exchange Commission on September 28, 2011
Registration No. 333-______
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
National Health Partners, Inc.
(Exact name of registrant as specified in its charter)
Indiana 04-3786176
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
120 Gibraltar Road, Suite 107
Horsham, Pennsylvania 19044
(Address of Principal Executive Offices) (Zip Code)
National Health Partners, Inc. 2011 Employee and Consultant Stock Plan No. 3
(Full title of the plan)
David M. Daniels, President
120 Gibraltar Road, Suite 107
Horsham, PA 19044
(Name and address of agent for service)
(215) 682-7114
(Telephone number, including area code, of agent for service)
Copies of all communications, including all communications sent to the agent for
service, should be sent to:
David E. Wise, Esq.
Attorney at Law
The Colonnade
9901 IH-10 West, Suite 800
San Antonio, Texas 78230
Telephone: (210) 558-2858
Facsimile: (210) 579-1775
Email: wiselaw@gvtc.com
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a small reporting company. See
the definitions of "large accelerated filer", "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
CALCULATION OF REGISTRATION FEE
=================================================================================================
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered (1) per Share (2) Price Fee (2)
-------------------------------------------------------------------------------------------------
Common Stock 10,000,000 $0.0045 $45,000 $5.22
=================================================================================================
(1) An indeterminate number of additional shares of common stock shall be
issuable pursuant to Rule 416 to prevent dilution resulting from stock
splits, stock dividends or similar transactions and in such an event the
number of shares registered shall automatically be increased to cover the
additional shares in accordance with Rule 416 under the Securities Act.
(2) The price is calculated in accordance with Rule 457(c) and (h) under the
Securities Act of 1933, as amended ("Securities Act"), solely for the
purpose of calculating the registration fee. The registration fee is
calculated on the basis of the average of the closing bid and ask prices
for the Common Stock as quoted on Nasdaq's OTC Bulletin Board at the close
of trading on September 23, 2011.
================================================================================
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed under the Securities Act
to register an aggregate of 10,000,000 shares of common stock of National Health
Partners, Inc. ("Company") that may be issued pursuant to the 2011 Employee and
Consultant Stock Plan No. 3 ("2011 Stock Plan No. 3"). The Company's 2011 Stock
Plan No. 3 authorizes the issuance of a maximum of 10,000,000 shares of our
common stock to eligible employees, directors, officers, advisors and
consultants of the Company or any of its subsidiaries. All of the shares
issuable under the 2011 Stock Plan No. 3 are being registered under this
Registration Statement on Form S-8.
The purpose of the 2011 Stock Plan No.3 is to reward employees, directors,
officers, advisors and consultants for their contributions toward the long term
goals of the Company and to enable and encourage such employees, directors,
officers, advisors and consultants to acquire shares as long term investments.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION
Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this registration statement in accordance with Rule 428 under
the Securities Act, and the Note to Part I of Form S-8.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The Company will provide, without charge, to each person to whom a copy of the
Section 10(a) prospectus is delivered, upon oral or written request, a copy of
any or all documents incorporated by reference in Item 3 of Part II of this
registration statement (which documents are incorporated by reference in the
Section 10(a) prospectus). Requests should be directed to David M. Daniels,
President, National Health Partners, Inc., 120 Gibraltar Road, Suite 107,
Horsham, Pennsylvania 19044. The Company's telephone number is (215) 682-7114.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Company incorporates herein by reference the following documents filed with
the Securities and Exchange Commission ("Commission"):
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2010, filed with the Commission on March 31, 2011;
2. The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2011, filed with the Commission on May 16, 2011;
3. The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 2011, filed with the Commission on August 15, 2011; and
4. The Company's Current Report on Form 8-K filed with the Commission on
January 10, 2011.
In addition to the foregoing, all documents the Company subsequently
files pursuant to Sections 13(a), 13(c), 14, and 15(d) of the
Securities Exchange Act of 1934 (except for portions of the Company's
current reports furnished, as opposed to filed, on Form 8-K), prior to
the filing of a post-effective amendment indicating that all of the
securities offered pursuant to this Registration Statement have been
sold or deregistering all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement
and to be part hereof from the date of filing of such documents. Any
statement contained in a document incorporated by reference in this
Registration Statement shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a
statement contained in this Registration Statement or in any
subsequently filed document that is also incorporated by reference in
this Registration Statement modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The authorized capital stock consists of 250,000,000 shares of common stock, par
value $.001 per share ("Common Stock").
2
COMMON STOCK
Our authorized capital stock consists of 250,000,000 shares of common stock, par
value $.001 per share. Each share of Common Stock entitles its holder to one
non-cumulative vote per share and, the holders of more than fifty percent (50%)
of the shares voting for the election of directors can elect all the directors
if they choose to do so, and in such event the holders of the remaining shares
will not be able to elect a single director. Holders of shares of Common Stock
are entitled to receive such dividends, as the board of directors may, from time
to time, declare out of Company funds legally available for the payment of
dividends. Upon any liquidation, dissolution or winding up of the Company,
holders of shares of Common Stock are entitled to receive pro rata all of the
assets of the Company available for distribution to stockholders.
Stockholders do not have any pre-emptive rights to subscribe for or purchase any
stock, warrants or other securities of the Company. The Common Stock is not
convertible or redeemable. Neither the Company's Certificate of Incorporation
nor its By-Laws provide for pre-emptive rights.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
David E. Wise, Esq., special securities counsel, prepared this registration
statement and is eligible to receive shares of the Company's common stock
covered by the 2011 Stock Plan No. 3 and this registration statement. However,
none of the shares issuable to Mr. Wise that may be covered by this registration
statement will be issued to Mr. Wise on a contingency basis.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Not applicable.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the Company, we
have been advised that in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy and is, therefore, unenforceable.
See paragraph C. of Item 9 below.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description
------ -----------
4.1 National Health Partners, Inc. 2011 Employee and Consultant Stock Plan
No. 3
5.1 Opinion of David E. Wise, Esq.
23.1 Consent of David E. Wise, Esq. (included in Exhibit 5.1)
23.2 Consent of HJ & Associates, LLC, Independent Auditor
3
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a) (3) of the
Securities Act;
(ii) 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.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this registration
statement or any material change to such information in the
registration statement.
PROVIDED, HOWEVER, that paragraphs (a) (1) (i) and (a) (1) (ii) do not
apply if the registration statement is on Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs
is contained in reports filed with or furnished to the Commission 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, 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 the time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, 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.
(c) 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 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 Act and will be governed by the final adjudication of
such issue.
4
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Horsham, Pennsylvania on September 28, 2011.
National Health Partners, Inc.
/s/ David M. Daniels
-------------------------------------
By: David M. Daniels
President and Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates stated.
SIGNATURES
/s/ David M. Daniels /s/ David M. Daniels
----------------------------------------------- -----------------------------------------------
By: David M. Daniels By: David M. Daniels
President, Chief Executive Officer and Director Chief Financial Officer
(Principal Executive Officer) (Principal Financial and Accounting Officer)
September 28, 2011 September 28, 2011
5
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
4.1 National Health Partners, Inc. 2011 Employee and Consultant Stock Plan
No. 3
5.1 Opinion of David E. Wise, Esq.
23.1 Consent of David E. Wise, Esq. (included in Exhibit 5.1)
23.2 Consent of HJ & Associates, LLC, Independent Auditor
EX-4.1
2
ex4-1.txt
EMPLOYEE AND CONSULTANT STOCK PLAN NO. 3
Exhibit 4.1
NATIONAL HEALTH PARTNERS, INC.
2011 EMPLOYEE AND CONSULTANT STOCK PLAN NO. 3
AS ADOPTED SEPTEMBER 23, 2011
1. PURPOSE.
The purpose of this Plan is to provide incentives to attract, retain and
motivate eligible persons whose present and potential contributions are
important to the success of the Company by offering them an opportunity to
participate in the Company's future performance through awards of Options,
Restricted Stock and Stock Bonuses. Capitalized terms not defined in the text
are defined in Section 2.
2. DEFINITIONS.
As used in this Plan, the following terms will have the following meanings:
"AWARD" means any award under this Plan, including any Option, Restricted
Stock or Stock Bonus.
"AWARD AGREEMENT" means, with respect to each Award, the signed written
agreement between the Company and the Participant setting forth the terms and
conditions of the Award.
"BOARD" means the Board of Directors of the Company.
"CAUSE" means any cause, as defined by applicable law, for the termination
of a Participant's employment with the Company or a Parent or Subsidiary of the
Company.
"CODE" means the Internal Revenue Code of 1986, as amended.
"COMPANY" means National Health Partners, Inc., an Indiana corporation, or
any successor corporation.
"DEBT OBLIGATION" means any obligation of the Company to a Participant
(including an Insider) for accounting, engineering, legal and other services
rendered to the Company.
"DISABILITY" means a disability, whether temporary or permanent, partial or
total, as determined by the Board.
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.
"EXCHANGE PRICE" means the price at which Shares are exchanged with holders
of Debt Obligations.
"EXERCISE PRICE" means the price at which a holder of an Option may
purchase the Shares issuable upon exercise of the Option.
"FAIR MARKET VALUE" means, as of any date, the value of a share of the
Company's Common Stock determined as follows:
(a) if such Common Stock is publicly traded and is then listed on a
national securities exchange, its closing price on the date of
determination on the principal national securities exchange on which
the Common Stock is listed or admitted to trading as reported in The
Wall Street Journal;
(b) if such Common Stock is quoted on the NASDAQ National Market, its
closing price on the NASDAQ National Market on the date of
determination as reported in The Wall Street Journal;
(c) if such Common Stock is publicly traded but is not listed or admitted
to trading on a national securities exchange, the average of the
closing bid and asked prices on the date of determination as reported
by Bloomberg, L.P.;
(d) in the case of an Award made on the Effective Date, the price per
share at which shares of the Company's Common Stock are initially
offered for sale to the public by the Company's underwriters in the
initial public offering of the Company's Common Stock pursuant to a
registration statement filed with the SEC under the Securities Act; or
(e) if none of the foregoing is applicable, by the Board in good faith.
"INSIDER" means an officer or director of the Company or any other person
whose transactions in the Company's Common Stock are subject to Section 16 of
the Exchange Act.
"OPTION" means an award of an option to purchase Shares pursuant to Section
6.
"PARTICIPANT" means a person who receives an Award under this Plan.
"PERFORMANCE FACTORS" means the factors selected by the Board, in its sole
and absolute discretion, from among the following measures to determine whether
the performance goals applicable to Awards have been satisfied:
(a) Net revenue and/or net revenue growth;
(b) Earnings before income taxes and amortization and/or earnings before
income taxes and amortization growth;
2
(c) Operating income and/or operating income growth;
(d) Net income and/or net income growth;
(e) Earnings per share and/or earnings per share growth;
(f) Total stockholder return and/or total stockholder return growth;
(g) Return on equity;
(h) Operating cash flow return on income;
(i) Adjusted operating cash flow return on income;
(j) Economic value added;
(k) Individual confidential business objectives;
(l) Serving on the Board;
(m) Assisting the Company's entry into major business relationships; and
(n) Any other performance benchmark, goal or milestone determined by the
Board in its sole and absolute discretion.
"PERFORMANCE PERIOD" means the period of service determined by the Board,
not to exceed five years, during which years of service or performance is to be
measured for Restricted Stock Awards or Stock Bonuses.
"PLAN" means this National Health Partners, Inc. 2011 Employee and
Consultant Stock Plan No. 3, as amended from time to time.
"RESTRICTED STOCK AWARD" means an award of Shares pursuant to Section 7.
"SEC" means the Securities and Exchange Commission.
"SECURITIES ACT" means the Securities Act of 1933, as amended.
"SHARES" means shares of the Company's Common Stock reserved for issuance
under this Plan, as adjusted pursuant to Sections 3 and 19, and any successor
security.
"STOCK BONUS" means an award of Shares, or cash in lieu of Shares, pursuant
to Section 8.
3
"TERMINATION" or "TERMINATED" means, for purposes of this Plan with respect
to a Participant, that the Participant has for any reason ceased to provide
services as an employee, officer, director, consultant, independent contractor,
or advisor to the Company. An employee will not be deemed to have ceased to
provide services in the case of (i) sick leave, (ii) military leave, or (iii)
any other leave of absence approved by the Company, provided that such leave is
for a period of not more than 90 days, unless reemployment upon the expiration
of such leave is guaranteed by contract or statute or unless provided otherwise
pursuant to a formal policy adopted from time to time by the Company and issued
and promulgated to employees in writing. In the case of any employee on an
approved leave of absence, the Board may make such provisions respecting
suspension of vesting of the Award while on leave from the employ of the Company
or a Subsidiary as it may deem appropriate, except that in no event may an
Option be exercised after the expiration of the term set forth in the Option
agreement. The Board will have sole discretion to determine whether a
Participant has ceased to provide services and the effective date on which the
Participant ceased to provide services ("TERMINATION DATE").
"UNVESTED SHARES" means "Unvested Shares" as defined in the Award
Agreement.
"VESTED SHARES" means "Vested Shares" as defined in the Award Agreement.
3. SHARES SUBJECT TO THE PLAN.
3.1 NUMBER OF SHARES AVAILABLE. Subject to Sections 3.2 and 19, the total
aggregate number of Shares reserved and available for grant and issuance
pursuant to this Plan will be 10,000,000 plus Shares that are subject to: (a)
issuance upon exercise of an Option but cease to be subject to such Option for
any reason other than exercise of such Option; (b) an Award granted hereunder
but forfeited or repurchased by the Company at the original issue price; and (c)
an Award that otherwise terminates without Shares being issued. At all times the
Company shall reserve and keep available a sufficient number of Shares as shall
be required to satisfy the requirements of all outstanding Options granted under
this Plan and all other outstanding but unvested Awards granted under this Plan.
3.2 ADJUSTMENT OF SHARES. In the event that the number of outstanding
shares is changed by a stock dividend, recapitalization, stock split, reverse
stock split, subdivision, combination, reclassification or similar change in the
capital structure of the Company without consideration, then (a) the number of
Shares reserved for issuance under this Plan, (b) the Exercise Prices of and
number of Shares subject to outstanding Options, and (c) the number of Shares
subject to other outstanding Awards will be proportionately adjusted, subject to
any required action by the Board or the stockholders of the Company and
compliance with applicable securities laws; provided, however, that fractions of
a Share will not be issued but will either be replaced by a cash payment equal
to the Fair Market Value of such fraction of a Share or will be rounded up to
the nearest whole Share, as determined by the Board.
4
4. ELIGIBILITY.
ISOs (as defined in Section 6 below) may be granted only to employees
(including officers and directors who are also employees) of the Company. All
other Awards may be granted to employees, officers, directors, consultants,
independent contractors and advisors of the Company or any Parent or Subsidiary
of the Company; provided such consultants, contractors and advisors render bona
fide services not in connection with the offer and sale of securities in a
capital-raising transaction.
5. ADMINISTRATION.
5.1 BOARD AUTHORITY. This Plan will be administered by the Board. Subject
to the general purposes, terms and conditions of this Plan, the Board will have
full power to implement and carry out this Plan. Without limitation, the Board
will have the authority to:
(a) construe and interpret this Plan, any Award Agreement and any other
agreement or document executed pursuant to this Plan;
(b) prescribe, amend and rescind rules and regulations relating to this
Plan or any Award;
(c) select persons to receive Awards;
(d) determine the form and terms of Awards;
(e) determine the number of Shares or other consideration subject to
Awards;
(f) determine whether Awards will be granted singly, in combination with,
in tandem with, in replacement of, or as alternatives to, other Awards
under this Plan or any other incentive or compensation plan of the
Company or any Parent or Subsidiary of the Company;
(g) grant waivers of Plan or Award conditions;
(h) determine the vesting, ability to exercise and payment of Awards;
(i) correct any defect, supply any omission or reconcile any inconsistency
in this Plan, any Award or any Award Agreement;
(j) determine whether an Award has been earned;
and
(k) make all other determinations necessary or advisable for the
administration of this Plan.
5
5.2 BOARD DISCRETION. Any determination made by the Board with respect to
any Award will be made at the time of grant of the Award or, unless in
contravention of any express term of this Plan or Award, at any later time, and
such determination will be final and binding on the Company and on all persons
having an interest in any Award under this Plan. The Board may delegate to one
or more officers of the Company the authority to grant an Award under this Plan
to Participants who are not Insiders of the Company.
6. OPTIONS.
The Board may grant Options to eligible persons and will determine whether
such Options will be Incentive Stock Options within the meaning of the Code
("ISO") or Nonqualified Stock Options ("NQSOS"), the number of Shares subject to
the Option, the Exercise Price of the Option, the period during which the Option
may be exercised, and all other terms and conditions of the Option, subject to
the following:
6.1 FORM OF OPTION GRANT. Each Option granted under this Plan will be
evidenced by an Award Agreement that will expressly identify the Option as an
ISO or an NQSO (hereinafter referred to as the "STOCK OPTION AGREEMENT"), and
will be in such form and contain such provisions (which need not be the same for
each Participant) as the Board may from time to time approve, and which will
comply with and be subject to the terms and conditions of this Plan.
6.2 DATE OF GRANT. The date of grant of an Option will be the date on which
the Board makes the determination to grant such Option, unless otherwise
specified by the Board. The Stock Option Agreement and a copy of this Plan will
be delivered to the Participant within a reasonable time after the granting of
the Option.
6.3 EXERCISE PERIOD. Options may be exercisable within the times or upon
the events determined by the Board as set forth in the Stock Option Agreement
governing such Option; provided, however, that no Option will be exercisable
after the expiration of ten (10) years from the date the Option is granted; and
provided further that no ISO granted to a person who directly or by attribution
owns more than ten percent (10%) of the total combined voting power of all
classes of stock of the Company or of any Parent or Subsidiary of the Company
("TEN PERCENT STOCKHOLDER") will be exercisable after the expiration of five (5)
years from the date the ISO is granted. The Board also may provide for Options
to become exercisable at one time or from time to time, periodically or
otherwise, in such number of Shares or percentage of Shares as the Board
determines. All Options granted hereunder shall grant the Participants the right
to exercise their Options immediately or at the rate of at least 20% per year
for five years, subject to the continued employment of the Participant by the
Company.
6.4 EXERCISE PRICE. The Exercise Price of an Option will be determined by
the Board when the Option is granted and may be not less than 85% of the Fair
Market Value of the Shares on the date of grant; provided that: (a) the Exercise
Price of an ISO will be not less than 100% of the Fair Market Value of the
Shares on the date of grant; and (b) the Exercise Price of any ISO granted to a
Ten Percent Stockholder will not be less than 110% of the Fair Market Value of
6
the Shares on the date of grant. Payment for the Shares purchased may be made in
accordance with Section 9 of this Plan.
6.5 METHOD OF EXERCISE. Options may be exercised only by delivery to the
Company of a written stock option exercise agreement ("EXERCISE AGREEMENT") in a
form approved by the Board, (which need not be the same for each Participant),
stating the number of Shares being purchased, the restrictions imposed on the
Shares purchased under such Exercise Agreement, if any, and such representations
and agreements regarding Participant's investment intent and access to
information and other matters, if any, as may be required or desirable by the
Company to comply with applicable securities laws, together with payment in full
of the Exercise Price for the number of Shares being purchased.
6.6 TERMINATION. Notwithstanding the exercise periods set forth in the
Stock Option Agreement, exercise of an Option will always be subject to the
following:
(a) If the Participant's service is Terminated for any reason
except death or Disability, then the Participant may exercise such Participant's
Options only to the extent that such Options would have been exercisable upon
the Termination Date no later than three (3) months after the Termination
Date(or such shorter or longer time period not exceeding five (5) years as may
be determined by the Board, with any exercise beyond three (3) months after the
Termination Date deemed to be an NQSO), but in any event, no later than the
expiration date of the Options.
(b) If the Participant's service is Terminated because of
Participant's death or Disability (or the Participant dies within three (3)
months after a Termination other than for Cause or because of Participant's
Disability), then Participant's Options may be exercised only to the extent that
such Options would have been exercisable by Participant on the Termination Date
and must be exercised by Participant (or Participant's legal representative or
authorized assignee) no later than twelve (12) months after the Termination Date
(or such shorter or longer time period not exceeding five (5) years as may be
determined by the Board, with any such exercise beyond (i) three (3) months
after the Termination Date when the Termination is for any reason other than the
Participant's death or Disability, or (ii) twelve (12) months after the
Termination Date when the Termination is for Participant's death or Disability,
deemed to be an NQSO), but in any event no later than the expiration date of the
Options.
(c) Notwithstanding the provisions in paragraph 6.6(a) above, if a
Participant's service is Terminated for Cause, neither the Participant, the
Participant's estate nor such other person who may then hold the Option shall be
entitled to exercise any Option with respect to any Shares whatsoever, after
Termination, whether or not after Termination the Participant may receive
payment from the Company or Subsidiary for vacation pay, for services rendered
prior to Termination, for services rendered for the day on which Termination
occurs, for salary in lieu of notice, or for any other benefits. For the purpose
of this paragraph, Termination shall be deemed to occur on the date when the
Company dispatches notice or advice to the Participant that his service is
Terminated.
7
6.7 LIMITATIONS ON EXERCISE. The Board may specify a reasonable minimum
number of Shares that may be purchased on any exercise of an Option, provided
that such minimum number will not prevent Participant from exercising the Option
for the full number of Shares for which it is then exercisable.
6.8 LIMITATIONS ON ISO. The aggregate Fair Market Value (determined as of
the date of grant) of Shares with respect to which ISO are exercisable for the
first time by a Participant during any calendar year (under this Plan or under
any other incentive stock option plan of the Company, Parent or Subsidiary of
the Company) will not exceed $100,000. If the Fair Market Value of Shares on the
date of grant with respect to which ISO are exercisable for the first time by a
Participant during any calendar year exceeds $100,000, then the Options for the
first $100,000 worth of Shares to become exercisable in such calendar year will
be ISO and the Options for the amount in excess of $100,000 that become
exercisable in that calendar year will be NQSOs. In the event that the Code or
the regulations promulgated thereunder are amended after the Effective Date of
this Plan to provide for a different limit on the Fair Market Value of Shares
permitted to be subject to ISO, such different limit will be automatically
incorporated herein and will apply to any Options granted after the effective
date of such amendment.
6.9 MODIFICATION, EXTENSION OR RENEWAL. The Board may modify, extend or
renew outstanding Options and authorize the grant of new Options in substitution
therefor, provided that any such action may not, without the written consent of
a Participant, impair any of such Participant's rights under any Option
previously granted. Any outstanding ISO that is modified, extended, renewed or
otherwise altered will be treated in accordance with Section 424(h) of the Code.
The Board may reduce the Exercise Price of outstanding Options without the
consent of Participants affected by a written notice to them; provided, however,
that the Exercise Price may not be reduced below the minimum Exercise Price that
would be permitted under Section 6.4 of this Plan for Options granted on the
date the action is taken to reduce the Exercise Price.
6.10 NO DISQUALIFICATION. Notwithstanding any other provision in this Plan,
no term of this Plan relating to ISO will be interpreted, amended or altered,
nor will any discretion or authority granted under this Plan be exercised, so as
to disqualify this Plan under Section 422 of the Code or, without the consent of
the Participant affected, to disqualify any ISO under Section 422 of the Code.
7. RESTRICTED STOCK.
A Restricted Stock Award is an offer by the Company to sell to an eligible
person Shares that are subject to restrictions. The Board will determine to whom
an offer will be made, the number of Shares the person may purchase, the price
to be paid ("PURCHASE PRICE"), the restrictions to which the Shares will be
subject, and all other terms and conditions of the Restricted Stock Award,
subject to the following:
7.1 FORM OF RESTRICTED STOCK AWARD. All purchases under a Restricted Stock
Award made pursuant to this Plan will be evidenced by an Award
Agreement("RESTRICTED STOCK PURCHASE AGREEMENT") that will be in such form
8
(which need not be the same for each Participant) as the Board will from time to
time approve, and will comply with and be subject to the terms and conditions of
this Plan. The offer of Restricted Stock will be accepted by the Participant's
execution and delivery of the Restricted Stock Purchase Agreement and full
payment for the Shares to the Company within thirty (30) days from the date the
Restricted Stock Purchase Agreement is delivered to the person. If such person
does not execute and deliver the Restricted Stock Purchase Agreement along with
full payment for the Shares to the Company within thirty (30) days, then the
offer will terminate, unless otherwise extended by the Board.
7.2 PURCHASE PRICE. The Purchase Price of Shares sold pursuant to a
Restricted Stock Award will be determined by the Board on the date the
Restricted Stock Award is granted, except in the case of a sale to a Ten Percent
Stockholder, in which case the Purchase Price will be 110% of the Fair Market
Value. Payment of the Purchase Price must be made in accordance with Section 9
of this Plan.
7.3 TERMS OF RESTRICTED STOCK AWARDS. Restricted Stock Awards shall be
subject to such restrictions as the Board may impose. These restrictions may be
based upon completion of a specified number of years of service with the Company
or upon completion of the performance goals as set out in advance in the
Participant's individual Restricted Stock Purchase Agreement. Restricted Stock
Awards may vary from Participant to Participant and between groups of
Participants. Prior to the grant of a Restricted Stock Award, the Board shall:
(a) determine the nature, length and starting date of any Performance Period for
the Restricted Stock Award; (b) select from among the Performance Factors to be
used to measure performance goals, if any; and (c) determine the number of
Shares that may be awarded to the Participant. Prior to the payment of any
Restricted Stock Award, the Board shall determine the extent to which such
Restricted Stock Award has been earned. Performance Periods may overlap and
Participants may participate simultaneously with respect to Restricted Stock
Awards that are subject to different Performance Periods and have different
performance goals and other criteria.
7.4 TERMINATION DURING PERFORMANCE PERIOD. If a Participant is Terminated
during a Performance Period for any reason, then such Participant will be
entitled to payment (whether in Shares, cash or otherwise) with respect to the
Restricted Stock Award only to the extent earned as of the date of Termination
in accordance with the Restricted Stock Purchase Agreement, unless the Board
determines otherwise.
7.5 "RESTRICTED STOCK MEANS." "Restricted Stock" as used in this Plan means
Shares that are subject to restrictions imposed by this Plan and not by
restrictions required by the Securities Act and, therefore, "Restricted Stock"
is not intended to be the same as "Restricted Securities" under the Securities
Act.
9
8. STOCK BONUSES.
8.1 AWARDS OF STOCK BONUSES. A Stock Bonus is an award of Shares (which may
consist of Restricted Stock) for extraordinary services rendered to the Company.
A Stock Bonus will be awarded pursuant to an Award Agreement ("STOCK BONUS
AGREEMENT") that will be in such form (which need not be the same for each
Participant) as the Board will from time to time approve, and will comply with
and be subject to the terms and conditions of this Plan. A Stock Bonus may be
awarded upon satisfaction of such performance goals as are set out in advance in
the Participant's individual Award Agreement ("PERFORMANCE STOCK BONUS
AGREEMENT") that will be in such form (which need not be the same for each
Participant) as the Board will from time to time approve, and will comply with
and be subject to the terms and conditions of this Plan. Stock Bonuses may vary
from Participant to Participant and between groups of Participants, and may be
based upon the achievement of the Company and/or individual performance factors
or upon such other criteria as the Board may determine.
8.2 TERMS OF STOCK BONUSES. The Board will determine the number of Shares
to be awarded to the Participant. If the Stock Bonus is being earned upon the
satisfaction of performance goals pursuant to a Performance Stock Bonus
Agreement, then the Board will: (a) determine the nature, length and starting
date of any Performance Period for each Stock Bonus; (b) select from among the
Performance Factors to be used to measure the performance, if any; and (c)
determine the number of Shares that may be awarded to the Participant. Prior to
the payment of any Stock Bonus, the Board shall determine the extent to which
such Stock Bonuses have been earned. Performance Periods may overlap and
Participants may participate simultaneously with respect to Stock Bonuses that
are subject to different Performance Periods and different performance goals and
other criteria. The number of Shares may be fixed or may vary in accordance with
such performance goals and criteria as may be determined by the Board. The Board
may adjust the performance goals applicable to the Stock Bonuses to take into
account changes in law and accounting or tax rules and to make such adjustments
as the Board deems necessary or appropriate to reflect the impact of
extraordinary or unusual items, events or circumstances to avoid windfalls or
hardships.
8.3 FORM OF PAYMENT. The earned portion of a Stock Bonus may be paid to the
Participant by the Company either currently or on a deferred basis, with such
interest or dividend equivalent, if any, as the Board may determine. Payment may
be made in the form of cash or whole Shares or a combination thereof, either in
a lump sum payment or in installments, all as the Board will determine.
9. PAYMENT FOR SHARE PURCHASES.
9.1 PAYMENT. Payment for Shares purchased pursuant to this Plan may be made
in cash (by check) or, where expressly approved for the Participant by the Board
and where permitted by law:
(a) by cancellation of, or credit against, indebtedness of the Company to
the Participant;
10
(b) by surrender of shares that either: (1) have been owned by Participant
for more than one year and have been paid for within the meaning of
Rule 144 of the Securities Act of 1933 (and, if such shares were
purchased from the Company by use of a promissory note, such note has
been fully paid with respect to such shares); or (2) were obtained by
Participant in the public market;
(c) by waiver of compensation due or accrued to the Participant for
services rendered; or
(e) by any combination of the foregoing.
10. WITHHOLDING TAXES.
10.1 WITHHOLDING GENERALLY. Whenever Shares are to be issued in
satisfaction of Awards granted under this Plan, the Company may require the
Participant to remit to the Company an amount sufficient to satisfy federal,
state and local withholding tax requirements prior to the delivery of any
certificate or certificates for such Shares. Whenever, under this Plan, payments
in satisfaction of Awards are to be made in cash, such payment will be net of an
amount sufficient to satisfy federal, state, and local withholding tax
requirements.
10.2 STOCK WITHHOLDING. When, under applicable tax laws, a participant
incurs tax liability in connection with the exercise or vesting of any Award
that is subject to tax withholding and the Participant is obligated to pay the
Company the amount required to be withheld, the Board may allow the Participant
to satisfy the minimum withholding tax obligation by electing to have the
Company withhold from the Shares to be issued that number of Shares having a
Fair Market Value equal to the minimum amount required to be withheld,
determined on the date that the amount of tax to be withheld is to be
determined. All elections by a Participant to have Shares withheld for this
purpose will be made in accordance with the requirements established by the
Board and be in writing in a form acceptable to the Board.
11. PRIVILEGES OF STOCK OWNERSHIP.
11.1 VOTING AND DIVIDENDS. No Participant will have any of the rights of a
stockholder with respect to any Shares until the Shares are issued to the
Participant. After Shares are issued to the Participant, the Participant will be
a stockholder and will have all the rights of a stockholder with respect to such
Shares, including the right to vote and receive all dividends or other
distributions made or paid with respect to such Shares; provided, that if such
Shares are Restricted Stock, then any new, additional or different securities
the Participant may become entitled to receive with respect to such Shares by
virtue of a stock dividend, stock split or any other change in the corporate or
capital structure of the Company will be subject to the same restrictions as the
Restricted Stock; provided, further, that the Participant will have no right to
retain such stock dividends or stock distributions with respect to Shares that
are repurchased at the Participant's Purchase Price or Exercise Price pursuant
to Section 12.
11
12. TRANSFERABILITY.
Awards granted under this Plan, and any interest therein, will not be
transferable or assignable by Participant, and may not be made subject to
execution, attachment or similar process, other than by will or by the laws of
descent and distribution. During the lifetime of the Participant an Award will
be exercisable only by the Participant. During the lifetime of the Participant,
any elections with respect to an Award may be made only by the Participant
unless otherwise determined by the Board and set forth in the Award Agreement
with respect to Awards that are not ISOs.
13. RESTRICTIONS ON SHARES.
At the discretion of the Board, the Company may reserve to itself and/or
its assignee(s) in the Award Agreement a right to repurchase a portion of or all
Unvested Shares held by a Participant following such Participant's Termination
at any time within ninety (90) days after the later of (a) Participant's
Termination Date, or (b) the date Participant purchases Shares under this Plan.
Such repurchase by the Company shall be for cash and/or cancellation of purchase
money indebtedness, and the price per share shall be the Participant's Exercise
Price or the Purchase Price, as applicable; provided that the Company's right to
repurchase at the original Purchase Price shall lapse at the rate of 20% of
Unvested Shares per year over five years from the date the Options were granted
(without respect to the date the Options were exercised or became exercisable).
14. CERTIFICATES.
All certificates for Shares or other securities delivered under this Plan
will be subject to such stock transfer orders, legends and other restrictions as
the Board may deem necessary or advisable, including restrictions under any
applicable federal, state or foreign securities law, or any rules, regulations
and other requirements of the SEC or any stock exchange or automated quotation
system upon which the Shares may be listed or quoted.
15. ESCROW; PLEDGE OF SHARES.
To enforce any restrictions on a Participant's Shares, the Board may
require the Participant to deposit all certificates representing Shares,
together with stock powers or other instruments of transfer approved by the
Board appropriately endorsed in blank, with the Company or an agent designated
by the Company to hold in escrow until such restrictions have lapsed or
terminated, and the Board may cause a legend or legends referencing such
restrictions to be placed on the certificates. Any Participant who is permitted
to execute a promissory note as partial or full consideration for the purchase
of Shares under this Plan will be required to pledge and deposit with the
Company all or part of the Shares so purchased as collateral to secure the
payment of Participant's obligation to the Company under the promissory note;
provided, however, that the Board may require or accept other or additional
forms of collateral to secure the payment of such obligation and, in any event,
the Company will have full recourse against the Participant under the promissory
12
note notwithstanding any pledge of the Participant's Shares or other collateral.
In connection with any pledge of the Shares, Participant will be required to
execute and deliver a written pledge agreement in such form as the Board will
from time to time approve. The Shares purchased with the promissory note may be
released from the pledge on a pro rata basis as the promissory note is paid.
16. EXCHANGE AND BUYOUT OF AWARDS.
The Board may, at any time or from time to time, authorize the Company,
with the consent of the respective Participants, to issue new Awards in exchange
for the surrender and cancellation of any or all outstanding Awards. The Board
may at any time buy from a Participant an Award previously granted with payment
in cash, Shares (including Restricted Stock) or other consideration, based on
such terms and conditions as the Board and the Participant may agree.
17. SECURITIES LAW AND OTHER REGULATORY COMPLIANCE.
An Award will not be effective unless such Award is in compliance with all
applicable federal and state securities laws, rules and regulations of any
governmental body, and the requirements of any stock exchange or automated
quotation system upon which the Shares may then be listed or quoted, as they are
in effect on the date of grant of the Award and also on the date of exercise or
other issuance. Notwithstanding any other provision in this Plan, the Company
will have no obligation to issue or deliver certificates for Shares under this
Plan prior to: (a) obtaining any approvals from governmental agencies that the
Company determines are necessary or advisable; and/or (b) completion of any
registration or other qualification of such Shares under any state or federal
law or ruling of any governmental body that the Company determines to be
necessary or advisable. The Company will be under no obligation to register the
Shares with the SEC or to effect compliance with the registration, qualification
or listing requirements of any state securities laws, stock exchange or
automated quotation system, and the Company will have no liability for any
failure to do so.
18. NO OBLIGATION TO EMPLOY.
Nothing in this Plan or any Award granted under this Plan will confer or be
deemed to confer on any Participant any right to continue in the employ of, or
to continue any other relationship with, the Company or any Parent or Subsidiary
of the Company or limit in any way the right of the Company or any Parent or
Subsidiary of the Company to terminate Participant's employment or other
relationship at any time, with or without cause.
19. CORPORATE TRANSACTIONS.
19.1 ASSUMPTION OR REPLACEMENT OF AWARDS BY SUCCESSOR. In the event of (a)
a dissolution or liquidation of the Company, (b) a merger or consolidation in
which the Company is not the surviving corporation (other than a merger or
consolidation with a wholly-owned subsidiary, a reincorporation of the Company
in a different jurisdiction, or other transaction in which there is no
substantial change in the stockholders of the Company or their relative stock
holdings and the Awards granted under this Plan are assumed, converted or
13
replaced by the successor corporation, which assumption will be binding on all
Participants), (c) a merger in which the Company is the surviving corporation
but after which the stockholders of the Company immediately prior to such merger
(other than any stockholder that merges, or which owns or controls another
corporation that merges, with the Company in such merger) cease to own their
shares or other equity interest in the Company, (d) the sale of substantially
all of the assets of the Company, or (e) the acquisition, sale, or transfer of
more than 50% of the outstanding shares of the Company by tender offer or
similar transaction, any or all outstanding Awards may be assumed, converted or
replaced by the successor corporation (if any), which assumption, conversion or
replacement will be binding on all Participants. In the alternative, the
successor corporation may substitute equivalent Awards or provide substantially
similar consideration to Participants as was provided to stockholders (after
taking into account the existing provisions of the Awards). The successor
corporation may also issue, in place of outstanding Shares of the Company held
by the Participant, substantially similar shares or other property subject to
repurchase restrictions no less favorable to the Participant. In the event such
successor corporation (if any) refuses to assume or substitute Awards, as
provided above, pursuant to a transaction described in this Subsection 19.1,
such Awards will expire on such transaction at such time and on such conditions
as the Board will determine. Notwithstanding anything in this Plan to the
contrary, the Board may provide that the vesting of any or all Awards granted
pursuant to this Plan will accelerate upon a transaction described in this
Section 19. If the Board exercises such discretion with respect to Options, such
Options will become exercisable in full prior to the consummation of such event
at such time and on such conditions as the Board determines, and if such Options
are not exercised prior to the consummation of the corporate transaction, they
shall terminate at such time as determined by the Board.
19.2 OTHER TREATMENT OF AWARDS. Subject to any greater rights granted to
Participants under the foregoing provisions of this Section 19, in the event of
the occurrence of any transaction described in Section 19.1, any outstanding
Awards will be treated as provided in the applicable agreement or plan of
merger, consolidation, dissolution, liquidation, or sale of assets.
19.3 ASSUMPTION OF AWARDS BY THE COMPANY. The Company, from time to time,
also may substitute or assume outstanding awards granted by another company,
whether in connection with an acquisition of such other company or otherwise, by
either: (a) granting an Award under this Plan in substitution of such other
company's award; or (b) assuming such award as if it had been granted under this
Plan if the terms of such assumed award could be applied to an Award granted
under this Plan. Such substitution or assumption will be permissible if the
holder of the substituted or assumed award would have been eligible to be
granted an Award under this Plan if the other company had applied the rules of
this Plan to such grant. In the event the Company assumes an award granted by
another company, the terms and conditions of such award will remain
unchanged(except that the exercise price and the number and nature of Shares
issuable upon exercise of any such option will be adjusted appropriately
pursuant to Section 424(a) of the Code). In the event the Company elects to
14
grant a new Option rather than assuming an existing option, such new Option may
be granted with a similarly adjusted Exercise Price.
20. ADOPTION AND STOCKHOLDER APPROVAL.
This Plan will become effective on the date on which it is adopted by the
Board ("EFFECTIVE DATE"). This Plan shall be approved by the stockholders of the
Company within twelve (12) months before or after the date this Plan is adopted
by the Board. Upon the Effective Date, the Board may grant Awards pursuant to
this Plan. In the event that stockholder approval of this Plan is not obtained
within the time period provided herein, all Awards granted hereunder shall be
cancelled, any Shares issued pursuant to any Awards shall be cancelled and any
purchase of Shares issued hereunder shall be rescinded.
21. TERM OF PLAN/GOVERNING LAW.
Unless earlier terminated as provided herein, this Plan will terminate ten
(10) years from the date this Plan is adopted by the Board or, if earlier, the
date of stockholder approval. This Plan and all agreements thereunder shall be
governed by and construed in accordance with the laws of the State of Indiana.
22. AMENDMENT OR TERMINATION OF PLAN.
The Board may at any time terminate or amend this Plan in any respect,
including without limitation amendment of any form of Award Agreement or
instrument to be executed pursuant to this Plan; provided, however, that the
Board will not, without the approval of the stockholders of the Company, amend
this Plan in any manner that requires such stockholder approval.
23. NONEXCLUSIVITY OF THE PLAN.
Neither the adoption of this Plan by the Board, the submission of this Plan
to the stockholders of the Company for approval, nor any provision of this Plan
will be construed as creating any limitations on the power of the Board to adopt
such additional compensation arrangements as it may deem desirable, including,
without limitation, the granting of stock options and bonuses otherwise than
under this Plan, and such arrangements may be either generally applicable or
applicable only in specific cases.
24. ACTION BY BOARD.
Any action permitted or required to be taken by the Board or any decision
or determination permitted or required to be made by the Board pursuant to this
Plan shall be taken or made in the Board's sole and absolute discretion.
Adopted by the Board of Directors on September 23, 2011.
15
EX-5.1
3
ex5-1.txt
OPINION AND CONSENT OF COUNSEL
EXHIBIT 5.1
LAW OFFICES
OF
DAVID E. WISE, P.C.
ATTORNEY AT LAW
The Colonnade
9901 IH-10 West, Suite 800
San Antonio, Texas 78230
(210) 558-2858
September 28, 2011
David M. Daniels, President
National Health Partners, Inc.
120 Gibraltar Road, Suite 107
Horsham, Pennsylvania 19044
Re: National Health Partners, Inc. - Registration Statement on Form S-8
Dear Mr. Daniels:
We have acted as special counsel to National Health Partners, Inc., an
Indiana corporation ("Company"), in connection with a Registration Statement on
Form S-8, filed with the Securities and Exchange Commission on September 28,
2011 ("Registration Statement"). The Registration Statement covers 10,000,000
shares and options to purchase shares of the Company's common stock ("Common
Stock"), to be issued pursuant to the Company's 2011 Employee and Consultant
Stock Plan No. 3 ("2011 Plan").
In connection with this opinion, we have examined (i) the Articles of
Incorporation, as amended, and By-Laws of the Company; (ii) the resolutions of
the Board of Directors evidencing the corporate proceedings taken by the Company
to authorize the adoption of the 2011 Plan; (iii) the Registration Statement
(including all exhibits thereto); (iv) your responses to our Form S-8
Questionnaire and the Company's covenants and undertakings contained therein;
and (v) such other documents as we have deemed appropriate or necessary as a
basis for the opinion hereinafter expressed.
In rendering this opinion, we have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as certified or
photo static copies. As to questions of fact material to this opinion, where
such facts have not been independently established, and as to the content and
form of the Articles of Incorporation and amendments thereto, By-Laws, minutes,
records, resolutions and other documents and writings of the Company, we have
relied to the extent we deem reasonably appropriate upon your representations or
certificates of officers or directors of the Company without independent check
or verification of their accuracy.
Unless an employment agreement or consulting agreement has been provided to
us and is included as an exhibit to the Registration Statement, we have not been
asked to draft, review or opine as to such employment agreement's or consulting
agreement's compliance with the terms and conditions of the 2011 Plan or the
Company's compliance with the General Instructions to Form S-8.
This opinion is being issued solely to the Company in connection with the
requirements of the Securities and Exchange Commission ("SEC") rules related to
Form S-8 registration statements. This opinion shall not be relied upon by the
Company or any person to whom the Company grants options to purchase common
stock, awards common stock or issues common stock, as each option grant, stock
award and stock issuance under the Plan must be carefully considered and
approved by the Company's board of directors, which is the final arbiter of
compliance with the 2011 Plan and applicable SEC rules and regulations.
Moreover, this opinion shall not be relied upon by (i) persons who receive
options or shares of common stock under the 2011 Plan, (ii) broker-dealers who
are asked to sell such common stock through channels of securities distribution,
(iii) banks, lenders or other assignees or pledgees of any person receiving
options or shares of common stock under the 2011 Plan, as a separate legal
opinion ("Separate Opinion") shall be required in order for such persons to
obtain their options or shares of common stock, for the transfer agent or
registrar to issue options or shares of common stock under the 2011 Plan and for
any broker-dealer planning to sell such shares of common stock on the open
market, and such Separate Opinion shall be based on the specific circumstances
related to such option holders, shareholders, option grants, stock issuances and
stock sales in light of the terms and conditions of the 2011 Plan and the
applicable SEC rules and regulations.
Based upon and subject to the foregoing, and having due regard for such
legal considerations as we deem relevant, we are of the opinion that the
10,000,000 shares of common stock reserved for issuance under the 2011 Plan have
been duly authorized and upon payment for and issuance of the shares of common
stock in the manner described in the 2011 Plan, subject to distribution as
described in the Registration Statement, and subject to effectiveness of the
Registration Statement described above, such shares will be legally issued,
fully paid and nonassessable.
We call your attention to the fact that the undersigned is a member of the
Texas Bar and the Company is an Indiana corporation. We are familiar with
Indiana Corporate Law to an extent where we are able to form this opinion.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference made to this firm under the heading
"Interests of Named Experts and Counsel" in the Prospectus contained in the
Registration Statement and all amendments thereto, but we do not consent to the
use of this opinion for any other purpose.
Sincerely,
/s/ David E. Wise
------------------------------
David E. Wise, Attorney at Law
EX-23.2
4
ex23-2.txt
CONSENT OF AUDITOR
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
National Health Partners, Inc.
Horsham, Pennsylvania
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report, dated March 31, 2011, which includes an emphasis
paragraph relating to an uncertainty as to the Company's ability to continue as
a going concern, at and for the years ended December 31, 2010 and 2009, and to
all other references to our firm included in this Registration Statement on Form
S-8.
/s/ HJ & Associates, LLC
----------------------------------
HJ & Associates, LLC
Salt Lake City, Utah
September 28, 2011